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Notice of Meeting of the Port Commission of thePort of Corpus Christi Authority of Nueces County, Texas, on

Tuesday, May 19, 2020, at 9:00 AMIn the Nueces Room at the Solomon P. Ortiz International Center

402 North Harbor Drive, Corpus Christi, Texas

To minimize the spread of COVID-19 virus, please follow these instructions:

* THE PUBLIC MAY NOT ATTEND THIS MEETING IN PERSON, except to makepublic comments in accordance with the procedures described in agendaitem 7 below.

* Citizens may watch the live broadcast of the meeting on the internet by followingthese instructions -

* Open your internet web browser

* In the address bar type https://portofcc.com/about/commission/commission agendas/

* Under the Upcoming Events heading click on "In Progress" for the Port CommissionMeeting on May 19, 2020. (Note that the "In Progress" link will not appear untilshortly before the meeting starts)

* To see the Agenda Packet for this meeting, click on "Agenda Packet" under theUpcoming Events heading

* If you wish to make a public comment, please follow the instructions below underPublic Comments (agenda item 7).

The Agenda for this meeting of the Port Commission ("Commission") of the Port ofCorpus Christi Authority ("PCCA") is set forth below. -

Persons with disabilities who plan to attend this meeting and who may need auxiliary aidsor services are requested to contact Tana Neighbors at 885-6129 at least 48 hoursin advance so that appropriate arrangements can be made.

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PUBLIC NOTICE is given that the Commission may go into executive session at anytime during the meeting to discuss matters listed on the agenda when authorized todo so by the provisions of Section 481.813 or Chapter 551 of the Texas GovernmentCode. In the event the Commission elects to go into executive session regardingany agenda item, the presiding officer will publicly announce the section or sectionsof the Texas Government Code authorizing the executive session.

1. Call to Order

2. Safety Briefing

3. Pledge of Allegiance

4. Invocation

5. Receive Conflict of Interest Affidavits

6. Minutes6.a. Approve minutes of the April 21, 2020 Commission meeting

April 21, 2020 Minutes

7. Public Comment (Each speaker is limited to 3 minutes) - To make a publiccomment at the meeting, you must register in advance by emailing the PortAuthority’s Office of External Affairs at PublicComment@pocca.com. Pleaseinclude your name, address, and telephone number and state whether you will makeyour comments in person or over the phone. The deadline to register for PublicComment is 5:00 PM (CT) on Monday, May 18, 2020.

Persons who have registered to deliver their comments in person will meet in the KlebergRoom of the Solomon P. Ortiz Center at 9:00 AM on Tuesday, May 19, 2020. During the public comment period, a Port Police Officer will escort each registeredperson in the Kleberg Room to the podium in the Nueces Room one at a time. Youmust leave the Nueces Room after making your public comment.

PCCA staff will then call each person who has registered to make a public comment overthe phone. When called, please state your name before making your publiccomment. If you do not answer your phone before it rings ten times or goes to voicemail, you will not be called a second time.

8. Committee Reports - Receive reports from the Audit Committee, the Long-RangePlanning Committee, the Security Committee, and the Facilities Committee.

9. Presentations2

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9.a. Presentation by Human Resources Director, Brenda Reed, on COVID 19:Reacclimating Employees – Education, Information, and Resources

9.b. Receive presentation on Port of Corpus Christi’s Adopt a School Program:Energizing our Student’s by Port of Corpus Christi External AffairsDepartment.Energizing Our Students - PCCA Program

9.c. Presentation on a series of meetings of less than a quorum ofCommissioners concerning a PCCA matter and other noteworthy changes tothe Texas Open Meetings Act.

10. Open Agenda10.a. Adopt a Resolution of Appreciation for Capt. Jason Smith, United States

Coast Guard, Deputy Sector Commander Sector Corpus Christi.Captain Jason Smith Resolution

10.b. Receive and Approve the PCCA 1st Quarter 2020 Financial Report(Discussed and recommended for approval by Audit Committee on May 5,2020)Q1 2020 Financial Report - MemoQ1 2020 Financial Report

10.c. Review of existing PCCA debt instrumentsPCCA Debt Summary

10.d. Receive and Approve the PCCA 1st Quarter 2020 Investment Report(Discussed and recommended for approval by Audit Committee on May 5,2020)Q1 2020 Investment Report - MemoQ1 2020 Investment Report

10.e. Award construction contract to Rabalais Constructors, LLC, the lowest andbest bidder based on bids received on April 9, 2020, in the amount of$320,690 ($80,172.50 PCCA) for the Security Grant 18 – Security Lightingand Surveillance at Critical Docks and Rail Storage project. (Discussed andrecommended for approval by Security Committee on May 7, 2020)Security Grant 18 - MemoSecurity Grant 18 - ExhibitSecurity Grant 18 - Bid

10.f. Approve a Service Order with the ceiling price of $1,993,008 with TerraconConsultants, Inc., under Master Agreement No. 18-11, for geotechnical

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investigation services associated with the Corpus Christi Ship ChannelImprovement Project. (Discussed and recommended for approval by LongRange Planning Committee on May 7, 2020) Terracon - MemoTerracon - ExhibitTerracon - Contract

10.g. Approve Amendments to Accelerate Remaining Fees in 2020 PortDevelopment Services Agreements with Economic DevelopmentCorporations and Related Entities. (Discussed and recommended by AuditCommittee on May 5, 2020)

A) Corpus Christi Regional Economic Development CorporationB) Robstown Improvement Development CorporationC) Nueces County Development CommissionD) San Patricio Economic Development CorporationE) South Texas Military Facilities Task ForceEDC - MemoCC Regional Economic Development - AmendmentRobstown Improvement Dev Corp - AmendmentNCDC - AmendmentSan Patricio Economic Development - AmendmentSouth Texas Military Facilities Task Force - Amendment

10.h. Approve Second Amendment to the Port Development Services Agreementwith United Corpus Christi Chamber of Commerce for Additional Servicesrelated to small business and COVID-19 impact recovery for $55,000.(Discussed and recommended for approval by Audit Committee on May 5,2020)Chamber - MemoChamber - Amendment

11. Consent Agenda - The Port Commissioners have been furnished with supportingdocumentation and staff's recommendation for each of the following items. AllConsent Agenda items will be approved, in accordance with the respective staffrecommendations, by one vote without being discussed separately unless a PortCommissioner requests otherwise.

11.a. Award contract to Chris’s Marine, the lowest and best bidder based on bidsreceived on April 8, 2020, in the amount of $73,741, for the Purchase andInstallation of three (3) 300 hp Mercury Sea Pro Outboard Boat Motors as acomponent of FEMA Port Security Grant 19 Funds. (Discussed andrecommended for approval by Security Committee on May 7, 2020)Chris's Marine - MemoChris's Marine - Bid Tab

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11.b. Approve a Change Order in the amount of $78,810 with Bartlett CockeBeecroft JV for various design modifications to the New Port Office Facility.(Discussed and recommended for approval by Facilities Committee on May8, 2020)Bartlett Cocke - MemoBartlett Cocke - Change Order

11.c. Approve First Amendment to Accelerate Remaining Consideration andRental Option Increase in the form of a Lump Sum Payment to Coastal BendBays & Estuaries Program 2020 Port Development Services Agreement inthe amount of $122,508.38. (Discussed and recommended for approval byAudit Committee on May 5, 2020)CBBEP - MemoCBBEP - Amendment

11.d. Approve Service Order No. 6 in the amount of $134,703 with MottMacDonald, under Master Service Agreement No. 18-03, for consultingservices to conduct a wetland and aquatic vegetation surveys on the Port’ssubmerged property along the northwest shoreline of Corpus Christi Bay.Mott MacDonald - MemoMott MacDonald - Service Order

11.e. Approve Amendment No. 2 to Crane Purchase Contract with Liebherr USA,Co. to include Extended Liebherr Service Package for a period of up to three(3) years at an estimated amount of $48,000 per year. (Discussed andrecommend for approval by Long Range Planning Committee on May 7,2020)Liebherr - MemoLiebherr - Amendment

11.f. Approve Additional Funds for Temporary Staffing Needs Port-wide andRelated to the Hillcrest Voluntary Real Estate Acquisition and RelocationProgram and Employee Temperature and Screening Services in an AmountNot to Exceed $175,000. Temporary Employment - Memo

12. Chief Executive Officer and Commissioners' Comments12.a. Receive Chief Executive Officer's Report on upcoming community events,

PCCA events and the activities of the following PCCA departments during thepreceding month: External Affairs, Finance, and Operations.

12.b. Receive Commissioners' comments on any of the agenda items for themeeting, the Port's activities during the preceding month, upcoming PCCAevents, and suggestions for future agenda items.

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13. Recess Open Meeting and Convene Executive Session - In this executivesession the Port Commissioners will deliberate or receive legal advice regarding (1)each of the following matters pursuant to the Section(s) of the Texas Open Meetingsin parenthesis at the end of such matter, and (2) any other agenda item announcedby the Chairman of the meeting. The Port Commissioners will deliberate thepurchase, exchange, lease or value of real property in executive session only ifdeliberation in an open meeting would have a detrimental effect on PCCA's positionin negotiations with a third person.

13.a. Legal advice from counsel in connection with Cause No. 2018CCV-60780-4,PCCA, Plaintiff vs. The Port of Corpus Christi, LP, Defendant, and The Port ofCorpus Christi, LP, Counter Claimant vs. PCCA, and in their OfficialCapacities as Commissioners of the Port Authority, the followingCommissioners: Charles W. Zahn, Jr., Wayne Squires, Richard Ralph Valls,Jr., Richard Bowers, David P. Engel, Wes Hoskins, Catherine Tobin Hilliard,And As-Yet Unnamed Co-Conspirators, Counterclaim Defendants, in NuecesCounty Court at Law No. 4. (§551.071)

13.b. Legal advice from counsel in connection with Cause No. 13-19-00304-CV,The Port of Corpus Christi, LP and 361 Holdings, LLC v. PCCA in the 156thState District Court, San Patricio County, regarding the Good Hope DredgeMaterial Placement Area. (§551.071)

13.c. Legal advice from counsel in connection with Cause No. 2019-ccv-61513-3,Port of Corpus Christi Authority of Nueces County, Texas vs. City of PortAransas, Texas, in Nueces County Court at Law No. 3. (§551.071)

13.d. Legal advice from counsel in connection with Cause No. 2019DCV-6221-B,The City of Port Aransas, Texas vs. The Port of Corpus Christi Authority ofNueces County, Texas, in the 117th State District Court, Nueces County.(§551.071)

13.e. Deliberate offering a financial or other incentive to a business prospectPCCA seeks to have locate in or near PCCA’s territory and with whomPCCA is conducting economic development negotiations, and deliberateleasing PCCA real property to this business prospect. (§551.087 and§551.072)

13.f. Deliberate leasing land, as lessee, on the Corpus Christi Ship Channel.6

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(§551.072)

13.g. Deliberate the acquisition of real property in Nueces County in the vicinity ofPort Avenue and IH 37. (§551.072)

14. Reconvene in Open Session and take action on (1) the following agendaitems, (2) any other items on this agenda that were postponed or tabled untilafter Executive Session, and (3) any agenda items from the Executive Sessionrequiring Commission action.14.a. Adopt a Resolution Approving a Real Estate Sales Contract Between the

Port of Corpus Christi Authority of Nueces County, Texas, as Purchaser,KWM Investments, Ltd., as Seller, and Authorizing the Execution of theContract and Related Closing Documents.KWM Investments - Resolution

14.b. Adopt a Resolution approving the placement of the intake structure for thefuture desalination plant proposed for Harbor Island in the Gulf of Mexico.Comm Memo Resolution for Desal Intake.docxRESOLUTION FOR INTAKE STRUCTURE AT HARBOR ISLAND IN THE GULF OF

MEXICO.docx

15. Adjourn

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OFFICIAL MINUTES OF PORT COMMISSION MEETINGApril 21, 2020

The Port Commissioners of the Port of Corpus Christi Authority convened at the Solomon P. Ortiz International Center, 402 Harbor Drive, Corpus Christi, Texas, on Tuesday, April 21, 2020 at 9:00 a.m., for the regular monthly meeting of the Port Commission.

Present: Mr. Charles ZahnMr. Richard VallsMs. Catherine Hilliard (Via Videoconference)Mr. David P. Engel (Via Videoconference)Mr. Wes Hoskins (Via Videoconference)Mr. Al Jones (Via Videoconference)Mr. Bryan Gulley

Present: Mr. Sean StrawbridgeMr. Kent BrittonMr. Omar GarciaMr. Clark RobertsonMr., Tom MylettMr. Jeff PollackMs. Natasha FudgeMs. Tana NeighborsMs. Sherry DuBois

Others Present: Mr. Leo J. Welder, Jr. (Via Videoconference)Mr. Dane Bruun

Others Present: Mr. Bob Paulison Port Industries of CC

1. Meeting called to order

2. Safety briefing presented

3. Pledge of Allegiance recited

4. Invocation given

5. Conflict of Interest Affidavits: None were received.

6. Minutes

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6a. Action: On motion made by Mr. Valls and seconded by Mr. Hoskins, the Commission approved the minutes of the March 24, 2020 Commission meeting in the form presented to the meeting.

7. Public Comments: The following people addressed the Commission: Mr. Bob Paulson, Port Industries of Corpus Christi.

8. Committee Reports:

Audit Committee Report: Mr. Engel reported on the committee’s activities since the last regular Commission meeting.

Long-Range Planning Committee: Mr. Valls reported on the committee’s activities since the last regular Commission meeting.

Security Committee: Mr. Hoskins reported on the committee’s activities since the last regular Commission meeting.

Facilities Committee: Ms. Hilliard reported on the committee’s activities since the last regular Commission meeting .

9. Presentations

9a. The Commission received an update on COVID-19 Marine Protocols from Port of Corpus Christi Director of Security, Tom Mylett.

10. Open Agenda

Point of Order: The Commission waived the Zahn Rule for Item 10a.

10a. PCCA’s Comprehensive Annual Financial Report (CAFR) for 2019: On motion made by Mr. Engel and seconded by Mr. Valls, the Commission approved PCCA’s Comprehensive Annual Financial Report (CAFR) for the year ended December 31, 2019, in the form presented to the meeting.

10b. License Agreement with Deloitte and Touche LLP: Staff recommended the Port Commission authorize a software license agreement with Deloitte and Touche LLP in an amount not to exceed $150,000 for a period of 3 years for software license fees.

Action: On motion made by Mr. Engel and seconded by Mr. Valls, the Commission approved Staff’s recommendation.

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Engagement Letter and Software License Agreement with Deloitte and Touche LLP: Staff recommended approval of a 3-year software license agreement and an Engagement Letter with Deloitte and Touche LLP for implementation of LeaseController for a total estimated expenditure of $265,000 based on a 3-yar software license agreement at $50,000 per year and estimated implementation fees of $115,000.

Action: On motion made by Mr. Engel and seconded by Mr. Valls, the Commission approved the 3-year software license agreement with Deloitte and Touche LLP.

Action: On motion made by Mr. Engel and seconded by Mr. Valls, the Commission approved the Engagement Letter with Deloitte and Touche LLP.

10c. Resolution approving an Interlocal Agreement between the Port of Corpus Christi Authority, San Patricio County, and City of Corpus Christi for the implementation of the Coastal Bend Bays and Estuaries Program:

Action: This item was removed from the agenda and no action was taken.

10d. Approve Fifth Amendment to the Agreement for Real Property and Relocation Assistance Services in connection with the Harbor Bridge Replacement Project: Staff recommended approval of the Fifth Amendment to the Agreement for Real property and Relocation Assistance Services in connection with the Harbor Bridge Replacement Project with Del Richardson & Associates, Inc. to modify the program fee schedule. PCCA staff and Del Richardson & Associates, Inc. (“DRA”) have negotiated changes to the program fee schedule for the remaining term of the contract. Effective May 1, 2020, the monthly management fee of $50,500 will be reduced to $25,000 for May, $20,000 for June, $15,000 for July, and $12,500 for August 2020. The monthly management fee will be eliminated thereafter. The Project Manager, Acquisition Manager and Relocation Manager will remain onboard to closeout any remaining acquisitions and relocations. In addition, travel will be limited to pre-approved travel expenses only for attendance at Community Advisory Board (CAB) meetings and Four Party Agreement meetings, and no more than $1,500 in the aggregate for other pre-approved travel expenses after May 1, 2020.

Action: On motion made by Mr. Valls and seconded by Mr. Engel, theCommission approved Staff’s recommendation.

10e. Approve a change to the Dockage tariff rate in PCCA Bulk Terminal Tariff 1-A: Staff recommended that dockage for all liquid bulk vessels loading or unloading cargo at Bulk Dock 3 be calculated based on length of vessel (known as LOA),as described in PCCA Tariff 100-A, Item 300. That new rate would be effective upon approval by the Port Commission and would replace the current calculation based on weight of vessel, which is more appropriate for dry bulk

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vessels. The revised methodology would not apply to ships using the berth for any other purposes, such as layberthing. The new dockage rate would be identical to the rates used at other liquid bulk docks within PCCA.

Action: On motion made by Mr. Valls and seconded by Mr. Hoskins, the Commission approved Staff’s recommendation.

10f. Approval of purchase of 70’ Fire Boat from Metalcraft Marine, Inc.: Staff recommended approval of the purchase of an adequate response marine firefighting vessel from MetalCraft Marine Inc. at a cost of $4,378,440. This is not an approved Port Security Grant funded project. The agreement will be under General Services Administration (GSA) contract #47QSWA20D000E.

Action: Mr. Valls made the motion to approve the purchase of the 70’ Fire Boat from Metalcraft Marine, Inc. subject to Harbor Island customers’ affirmative commitment to final investment decision. Mr. Gulley seconded the motion. After considerable discussion, Mr. Engel called the question. The motion failed with the following votes being taken: Mr. Valls – aye; Mr. Engel – aye; Mr. Gulley – aye; Ms. Hilliard – nay; Mr. Jones – nay; Mr. Hoskins – nay; Mr. Zahn – nay.

Then Mr. Jones motioned to table this item until the regularly scheduled June Commission meeting. Mr. Hoskins seconded the motion and the motion passed unanimously.

11. Consent Agenda: Commissioner Valls requested that Consent Agenda Items 11e and 11f be considered separately. Then Mr. Jones moved to approve the remaining Consent Agenda Items by one vote (the “Consent Agenda Motion”), in accordance with the respective staff recommendations and agreements furnished to the Commission at the meeting. Ms. Hilliard seconded the motion and the motion passed without objection.

11a. By approval of the Consent Agenda Motion, the Commission approved a Service Order with LNV, LLC, under Master Services Agreement 18-14, in the amount of $83,145 for design phase services associated with the Cargo Dock 9 Storm Water and Wastewater Improvements project.

11b. By approval of the Consent Agenda Motion, the Commission approved an Underground Fiber Optic & Coax Communications Easement with Spectrum Gulf Coast, LLC for the rerouting of existing communications lines, located at the intersection of Port Avenue and Sam Rankin St., Nueces County, Texas.

11c. By approval of the Consent Agenda Motion, the Commission approved four (4) Amendments associated with: (1) Long-Term Lease Agreement with AccuTRANS Fleeting Services, LLC; (2) Short-Term Lease with AccuTRANS Fleeting Services, LLC; (3) Short-Term Lease Agreement with CCC Group, Inc.; and (4) Long-Term Lease Agreement with CCC Group, Inc., extending the construction period to march 31, 2022, said leases being located on the north side of Avery Point Turning Basin, Nueces County, Texas.

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11d. By approval of the Consent Agenda Motion, the Commission approved a Wind Fence Easement Agreement with voestalpine Texas Holding, LLC for a 70-foot-tall wind fence located on the east side of voestalpine leased premises, San Patricio County, Texas.

11e. Staff requested authorization to apply for $10M (leveraging a $4.2 M state-funded project as match) through United States Department of Transportation (USDOT) Better Utilizing Investments to Leverage Development (BUILD) grant program for multi-modal improvements for the Rincon Complex, including roadway safety improvements and installation of bulkhead and relieving platform along Canal B. On motion made by Mr. Valls and seconded by Mr. Engel, the Commission approved Staff’s recommendation.

11f. Staff requested authorization to apply for $10M (leveraging a $4.2 M state-funded project as match) through United States Department of Transportation (USDOT) Maritime Administration’s Port Infrastructure Development Grant program (PIDG) for multi-modal improvements for the Rincon Complex, including roadway safety improvements and installation of bulkhead and relieving platform along Canal B. On motion made by Mr. Valls and seconded by Mr. Jones, the Commission approved Staff’s recommendation.

11g. By approval of the Consent Agenda Motion, the Commission authorized the Solicitation by Request for Proposals for Debris Management Services.

11h. By approval of the Consent Agenda Motion, the Commission authorized the Solicitation by Request for Proposals for Debris Monitoring and Recovery Services.

11i. Mr. Engel moved to reconsider this item after the Consent Agenda Motion was approved. Mr. Valls seconded the motion and the motion passed with the following recorded votes: Mr. Valls – aye; Mr. Gulley – aye; Mr. Engel – aye; Mr. Hoskins –aye; Mr. Zahn – nay; Ms. Hilliard – nay; Mr. Jones – nay. Then on motion made by Ms. Hilliard and seconded by Mr. Jones, the Commission approved a Change Order in the amount of $228,034 with Bartlett Cocke Beecroft JV for professional services to design and provide construction cost for a fourth floor concept for the New Port Office Facility. Mr. Engel voted against the motion.

12. Chief Executive Officer’s Report and Commissioners’ Comments:

12a. The Chief Executive Officer submitted his report on upcoming community events, PCCA events and activities of the following PCCA departments during the preceding month: Commercial, External Affairs, Operations and Finance.

12b. Mr. Zahn asked for comments from the Commissioners.

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13. Recess Open Session and Convene Executive Session: At 11:16 a.m. Mr. Zahn announced the Commission would go into executive session pursuant to§551.071, §551.072, and §551.087 of the Texas Government Code, to deliberate agenda items 13a, 13b, 13c, 13d, 13e, 13f, 13g, and 13h, which were described in the agenda as follows:

13a. Offering economic or other incentives to a business prospect to locate, stay or expand its business in Nueces County. (§551.087)

13b. Leasing PCCA property in Nueces County to a business prospect and offering economic or other incentives to the business prospect to locate, stay or expand its business in Nueces County. (§551.072, §551.087)

13c. Legal advice from counsel in connection with Cause No. 2018CCV-60780-4, PCCA, Plaintiff vs. The Port of Corpus Christi, LP, Defendant, and The Port of Corpus Christi, LP, Counter Claimant vs. PCCA, and in their Official Capacities as Commissioners of the Port Authority, the following Commissioners: Charles W. Zahn, Jr., Wayne Squires, Richard Ralph Valls, Jr., Richard Bowers, David P. Engel, Wes Hoskins, Catherine Tobin Hilliard, And As-Yet Unnamed Co-Conspirators, Counterclaim Defendants, in Nueces County Court at Law No. 4. (§551.071)

13d. Legal advice from counsel in connection with Cause No. 13-19-00304-CV, The Port of Corpus Christi, LP and 361 Holdings, LLC v. PCCA in the 156th State District Court, San Patricio County, regarding the Good Hope Dredge Material Placement Area (§551.071)

13e. Legal advice from counsel in connection with Cause No. 2019-ccv-61513-3, Port of Corpus Christi Authority of Nueces County, Texas vs. City of Port Aransas, Texas, in Nueces County Court at Law No. 3. (§551.071)

13f. Legal advice from counsel in connection with Cause No. 2109DCV-6221-B, The City of Port Aransas, Texas vs. The Port of Corpus Christi Authority of Nueces County, Texas, in the 117th State District Court, Nueces County. (§551.071)

13g. Legal advice on permitted uses of PCCA’s Promotion and Development Fund. (§551.071)

13h. Deliberate the acquisition of real property in Nueces County in the vicinity of Port Avenue and IH 37. (§551.072)

14. At 1:23 p.m., the Commission reconvened in Open Session to act on the following agenda items:

Point of Order: The Commission waived the Zahn Rule for the agenda item 14a.

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14a. Ratify an agreement to extend various deadlines in PCCA’s Harbor Island lease agreement with Lone Star Ports, LLC: On motion made by Mr. Valls and seconded by Mr. Jones, the Commission ratified the Chief Executive Officer’s execution of two letter agreements (dated March 31, 2020, and April 20, 2020, respectively) that granted 90-day extensions to various deadlines in PCCA’s Harbor Island lease agreement with Lone Star Ports, LLC dated December 10, 2019. Mr. Hoskins voted no on this item.

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14b. Resolution to increase the PCCA’s authorized expenditures under the Promotion and Development Fund in 2020: On motion made by Mr. Valls and seconded by Mr. Gulley, the Commission adopted the following Resolution increasing the Promotion and Development Fund to three percent (3%) of gross income from operationsto further the general welfare of the Port :

RESOLUTION AUTHORIZING INCREASE OF THE PORT OF CORPUS CHRISTI PROMOTION AND DEVELOPMENT FUND THROUGH THE END OF FY

2020 AND MATTERS RELATING THERETO

WHEREAS, Port of Corpus Christi Authority of Nueces County, Texas (“PCCA”) established the Port of Corpus Christi Promotion and Development Fund on December 14, 2004, pursuant to the authority granted in Subchapter H of Chapter 60 of the Texas Water Code (“Subchapter H� ); and

WHEREAS, Section 60.202 of the Texas Water Code (“Water Code”) provides that PCCA may set aside out of current income from its operations a promotion and development fund of not more than five percent of its gross income from operations in each calendar year; and

WHEREAS, Section 60.203 of the Water Code provides that money in a promotion and development fund shall be spent by the Port Commission or as the Port Commission may direct to pay any expenses connected with (1) any activity or matter incidental to the advertising, development, or promotion of the Port or its ports, waterways, harbors, or terminals; (2) furthering the general welfare of the Port and its facilities; or (3) the betterment of the Port’s relations with steamship and rail lines, shippers, consignees of freight, governmental officials, or others interested or sought to be interested in [its] ports, waterways, harbors, or terminals (collectively, “Promotional Expenses � ); and

WHEREAS, Section 60.205 of the Water Code provides that Subchapter H authorizes disbursements from the promotion and development fund for unusual purposes and occasions not covered by other law; and

WHEREAS, on December 10, 2019, the Port Commission adopted a resolution authorizing the funding of the Port of Corpus Christi Authority’s Promotion and Development Fund for 2020 in an amount not to exceed two percent (2%) of PCCA’s 2020 gross income from operations;

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NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TEXAS THAT:

Section 1. During the calendar year 2020, PCCA shall set aside out of current income from its operations a promotion and development fund of not more than three percent (3%) of its gross income from operations in 2020 (the “Development Fund”).

Section 2. Money in the Development Fund shall be used to pay the following expenses (collectively, “Development Expenses”):

(a) the Business/Community Development expenditures included in the Port of Corpus Christi Authority 2020 Annual Budget;

(b) the amounts payable under PCCA’s agreements providing that PCCA’s payment obligations thereunder will be paid with money in the Development Fund; and

(c) other Promotional Expenses, including community event sponsorships, approved by the Chief Executive Officer of his designee.

Section 3. The Port Commission hereby authorizes and directs the Chief Executive Officer or his designee to use the money in the Development Fund to pay the contractual Development Expenses when due and to pay the discretionary Development Expenses at such times and in such amounts as the Chief Executive Officer or his designee seesfit.

Section 4. The Financial Controller will be responsible for recording the allocations to and the expenditures from the Development Fund.

Section 5. A copy of this Resolution shall be delivered to the PCCA’s Chief Financial Officer.

14c. Contribution from the Promotion and Development fund to COVID-19 Small Business Recovery Program: On motion made by Mr. Engel and seconded by Mr. Hoskins, the Commission unanimously approved a contributionof $200,000 from the Promotion and Development Fund to LiftFund Inc. to administer a small business recovery program in Nueces and San Patricio Counties to assist small businesses affected by COVID-19.

14d. First Amendment to the Port Development Services Agreement with United Corpus Christi Chamber of Commerce: On motion made by Mr. Valls and seconded by Mr. Jones, the Commission unanimously approved a First Amendment to the Port Development Services Agreement with United Corpus Christi Chamber of Commerce to accelerate the remaining balance of $36,000.

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14e. First Amendment to the Port Development Services Agreement with South Texas Military Facilities Task Force: On motion made by Mr. Valls and seconded by Mr. Jones, the Commission tabled this item and no action was taken.

14f. Resolution approving a Real Estate Sales Contract between Port of Corpus Christi and KWM Investments, Ltd: This item was pulled from the agenda by Staff and no action was taken.

15. Adjourn: On motion duly made and seconded, the meeting adjourned at 1:28p.m.

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Community Relations

Energizing Our Students –PCCA Community RelationsProgram

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Overview:• The PCCA Adopt-A-School program is designed to build strong,

sustaining relationships with our local schools, creating lasting community relationships across the Coastal Bend through committed volunteer efforts and active participation in school events.

Signature Events:• First Day of School Visit with POCCA the Pelican• Winter Holiday Visit with Santa• Dr. Seuss Day • Spring Holiday Visit with the Easter Bunny

History:• The program started in 1991-1992 with Moses Menger Elementary as

the first official Adopt-A-School.

Adopt-A-School Overview & History

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Location of Schools

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Purpose:• A curated alternative to the classroom experience in which we engage

students and their families by leveraging remote learning, while simultaneously providing knowledge of the Port of Corpus Christi.

Method:• Pledge $90,000 dollars to purchase 300 Chromebooks and more than

100 mobile hotspots for students of our Adopt-A-Schools as a resource for schools to align to their required online curriculum in the wake of the COVID-19 pandemic.

• Introduce a virtual tour of the Port of Corpus Christi in English and Spanish to inspire and educate students in our region.

Program Overview

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Quantity Cost Total Moses Menger Elementary Chromebooks (CCISD Purchase) 50 $ 222.00 $ 11,100.00 Lightspeed Relay Subscription 50 $ 12.00 $ 600.00 Hotspot Initial Cost 10 $ 42.00 $ 420.00 12 Month Lease per Hotspot 10 $ 120.00 $ 1,200.00

Total: $ 13,320.00 George Evans Elementary Chromebooks (CCISD Purchase) 75 $ 222.00 $ 16,650.00 Lightspeed Relay Subscription 75 $ 12.00 $ 900.00 Hot Spot Initial Cost 50 $ 42.00 $ 2,100.00 12 Month Lease per Hotspot 50 $ 120.00 $ 6,000.00

Total: $ 25,650.00 T.G. Allen ElementaryChromebooks (CCISD Purchase) 50 $ 222.00 $ 11,100.00 Lightspeed Relay Subscription 50 $ 12.00 $ 600.00 Hotspot Initial Cost 30 $ 42.00 $ 1,260.00 12 Month Lease per Hotspot 30 $ 120.00 $ 3,600.00

Total: $ 16,560.00 David Crockett ElementaryChromebooks (CCISD Purchase) 25 $ 222.00 $ 5,550.00 Lightspeed Relay Subscription 25 $ 12.00 $ 300.00 Hot Spot Initial Cost 25 $ 42.00 $ 1,050.00 12 Month Lease per Hotspot 25 $ 120.00 $ 3,000.00

Total: $ 9,900.00 CCISD Total: $ 65,430.00

H.G. Olsen Elementary (Port Aransas)Chromebooks (Port Aransas ISD Purchase) 50 $ 235.00 $ 11,750.00 Domain License 50 $ 24.50 $ 1,225.00 Bretford Cube Charging Cart 1 $ 825.00 $ 825.00

Total: $ 13,800.00 Ingleside PrimaryChromebooks (Port Purchase) 50 $ 215.00 $ 10,750.00

Total: $ 10,750.00 Grand Total: $ 89,980.00

21

Impact to students in need

Total # Students

% of Students Benefiting from

Chromebook Donations

% of Economically Disadvantaged Students

(Statewide is at 60%)

Moses Menger 259 23% 85%

George Evans 313 24% 96%

T.G. Allen 300 17% 97%

David Crockett 391 6% 95%

H.G. Olsen 192 25% 44%

Ingleside Primary 415 12% 70%

• All Adopt-A-Schools are Title I.

• Title I schools are federally funded with supplemental educational resources due to their number of economically disadvantaged students.

• Breakfast and lunch are provided free to all elementary schools in the State of Texas.

22

Thank You

23

RESOLUTION OF APPRECIATION FOR CAPTAIN JASON E. SMITH UNITED STATES COAST GUARD

WHEREAS, Captain Jason E. Smith assumed the duties of Deputy Sector Commander, Coast Guard Sector/Air Station Corpus Christi on May 1, 2017, and in those duties directed the coordination and execution of U.S. Coast Guard missions including Search & Rescue, Maritime Security Operations, Maritime Law Enforcement, Response Operations, Defense Operations, Maritime Transportation System Management, and Maritime Prevention; and

WHEREAS, Captain Smith has been responsible for 1,031 personnel, 6 aircraft and 17 mission response boats and 5 Coast Guard cutters; and

WHEREAS, Captain Smith directed the response and recovery efforts for the Bouchard barge #255 explosion at the Corpus Christi anchorage; and

WHEREAS, Captain Smith also provided strategic direction during the ongoing response to COVID-19 to maintain readiness in South Texas waterways to ensure waterway safety for the Coastal Bend.

NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION FOR THE PORT OF CORPUS CHRISTI AUTHORITY THAT: Captain Smith’s service to his country, to this community, and to the Port of Corpus Christi has exemplified the highest traditions of the U.S. Coast Guard. The leadership and partnership Captain Smith has provided in concert with Port staff and our Coastal Bend community is sincerely appreciated and recognized by this Commission; and

BE IT FURTHER RESOLVED that this resolution be made a part of the permanent minutes of this Port Commission and that a signed original of this Resolution be furnished to Captain Smith.

Thank You for Your Leadership and Service,

PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TEXAS

Mr. Charles Zahn, Jr. – Chair

Mr. Richard Valls, Jr. – Vice Chair

Ms. Catherine Tobin Hilliard – Secretary

Mr. David P. Engel – Commissioner

Mr. Wes Hoskins – Commissioner

Mr. Al Jones – Commissioner

Dr. Bryan Gulley – Commissioner24

DATE: May 19, 2020 TO: Port Commission FROM: Kent Britton, Chief Financial Officer kbritton@pocca.com (361) 885-6114 SUMMARY: Staff seeks Port Commission approval of the Financial Report for the First Quarter of 2020. The Report is attached and details the PCCA’s results for the first three months of 2020 as compared to both the Prior Year first three months, and the Commission-approved 2020 Budget’s first three months. As detailed in the report, the PCCA recorded record tonnage, revenue and profitability for a quarter, exceeding highs that had been set in the Fourth Quarter of 2019. The presence of three major crude pipelines resulted in a 60% increase in tonnage compared to the First Quarter of 2019. Excluding a large, one-time revenue bump resulting from a commercial arrangement to dredge a new customer dock, revenues were 48% higher than prior year and 21% over budget. Expenses were roughly 18% higher than the same period of 2019 due to higher employee services costs and maintenance, and roughly 9% below budget as a result of lower employee services costs and maintenance. Capital spending is roughly where we expected it to be at this point in the year. BACKGROUND: The PCCA Finance Staff prepares monthly reporting packages that are reviewed by Staff and a summary of which is included in the CEO Report included in the Commission Agenda Packet monthly. On a quarterly basis, Staff prepares the Quarterly Financial Report and presents it to the Audit Committee members and then the full Commission for approval. Annually, the staff works with the Audit Committee to prepare a budget that, while not statutorily binding, provides a detailed framework for spending throughout the year. That budget is presented at a public Commission Workshop in November and approved by the Commission usually at the December Commission Meeting. ALTERNATIVES: None CONFORMITY TO PORT POLICY: The project conforms to the current PCCA Strategic Plan, including Strategic Goal #5 – Fund our Vision.

Approve the Port of Corpus Christi’s (“PCCA”) First Quarter 2020 Financial Report (Reviewed and recommended for approval by PCCA Audit Committee

on May 5, 2020)

AGENDA MEMORANDUM Action Item for Port Commission Meeting on May 19, 2020

25

Port Commission Agenda Item No. 10.a. May 19, 2020 Page 2

EMERGENCY: No FINANCIAL IMPACT: Financial Results as noted in the attached Financial Report. STAFF RECOMMENDATION: Staff recommends approval of the First Quarter 2020 Financial Report. DEPARTMENTAL CLEARANCES: Originating Department Finance Reviewed & Approved Kent Britton Legal Jimmy Welder Senior Staff Sean Strawbridge LIST OF SUPPORTING DOCUMENTS: Financial_Review_Q12020

26

FINANCIAL REVIEW

QUARTER ENDED MARCH 31, 2020

May 19, 2020

Kent A. Britton | Chief Financial Officer

27

2

TABLE OF CONTENTS

I. Executive Summary

II. Summary Year-to-Date Results

III. Key Historical Trends

IV. Crude and Refined Products Update

Appendix: Detailed Financial Information

28

3

EXECUTIVE SUMMARY

▪ Tonnage up significantly from Q1 2019, and also from Q4 2019

– Tonnage nearly 60% above PY Q1

– Final of three Permian pipelines online and operating

▪ EBITDA exceeding both Budget (up 132%) and same period

Prior Year (up 188%) by significant amounts

– Revenue nearly 58% ahead of Budget, and more than

double PY Q1 due to $16.1MM Dredging Revenue

recognized per commercial contract with a new customer

for dock dredging, coupled with higher shipping revenues

due to higher tonnage

– Operating Expenses, excluding depreciation, are below

budget by nearly10% due to slightly lower employee

services and maintenance spend and reduced travel as a

result of COVID-19, and 21% higher than prior year due to

higher maintenance costs and higher beginning level of

headcount than prior year

▪ Inbound rail car movements are ahead of last year, while

outbounds are slightly below last year – overall slight increase

▪ Capital Spending at budget and roughly in line with Prior Year

Key Year to Date Highlights Year-to-Date Operating Revenue and EBITDA*

Year-to-Date Tonnage

$ in millions

Millions of tons

Crude Oil TonnageTotal Tonnage

EBITDAOperating Revenue

* EBITDA equals operating revenues less operating expenses (excluding depreciation)

29

4

KEY HISTORICAL TRENDSOperating Revenue

Total Tonnage

EBITDA*

Capital Expenditures

* EBITDA equals operating revenues less operating expenses (excluding depreciation)

$ in millions

$ in millions

$ in millions

Millions of tons

$75.6

$46.0

$95.8

$148.7 $141.9

$14.0 $13.8

2015 2016 2017 2018 2019 2020

Budget

2020

Actual

30

5

CRUDE AND REFINED PRODUCTS UPDATE

▪ Transformational changes in Q4 2019 in crude exports and LNG growth throughout 2019 continued in Q1 2020 to set a new benchmark for tonnage, but was somewhat offset by what is believed to be the start of a decrease in demand

for finished products

– Newly operational pipelines from the Permian (Epic and Cactus II) in 2H19 transformed our bpd exports of crude, and operational start of Cactus II in Q1 2020 continued that growth

– Finished Products showed a March decline as world demand began to decline

▪ PCCA is continuing to monitor situation in Q2 2020 to determine scope of economic downturn

Crude / Refined Products Highlights

Petroleum Products Tonnage per Quarter

Crude Oil Tonnage per Quarter

Millions of tons

Millions of tonsNote: Petroleum Products includes Refined Products, LNG, and NGL’s

31

APPENDIX:

DETAILED FINANCIAL INFORMATION

32

7

EXPANDED OPERATIONAL METRICS DETAILYTD 2020 YTD 2019 % Variance YTD 2020 Variance

Actual Actual vs Prior Year Budget vs Budget

Statement of Net Position Items ($ in millions)

Assets $1,114.2 $1,007.5 10.6%

Cash & Investments 262.1 205.4 27.6%

Accounts Receivable 29.7 30.6 (3.0%)

Restricted Assets 71.4 139.7 (48.9%)

Liabilities 419.6 394.9 6.3%

Net Position $698.9 $613.1 14.0%

Revenue and Expense Items ($ in millions)

Operating Revenues $54.1 $26.5 103.7% $34.3 57.6%

Operating Expenses (16.3) (13.4) 21.2% (18.0) (9.7%)

EBITDA* $37.8 $13.1 188.3% $16.3 132.3%

Depreciation (3.7) (3.6) 4.7% (4.0) (8.1%)

Net Operating Income (Loss) $34.1 $9.6 256.6% $12.2 178.9%

Non-Operating Revenue/Expenses (1.7) (2.8) (41.4%) (1.2) 40.6%

Net Income $32.4 $6.7 381.6% $11.0 193.6%

Capital Projects $13.8 $14.5 (4.8%) $14.0 (1.2%)

Operational Items

Tonnage (millions) 41.0 25.7 59.8%

Ships 561 431 30.2%

Barges 1,290 1,218 5.9%

Barges and Ships 1,851 1,649 12.2%

Railcars 8,923 8,487 5.1%

33

8

STATEMENT OF NET POSITION DETAIL3/31/2020 12/31/2019 $ Change % Variance 3/31/2019 $ Change Variance

$ in millions Actual Actual vs Prior Year vs Prior Year Actual vs Year Ago vs Year Ago

Line Item

Assets

Cash & Investments $262.1 $226.5 $35.6 15.7% $205.4 $56.7 27.6%

Accounts Receivable 29.7 36.9 (7.2) (19.5%) 30.6 (0.9) (3.0%)

Restricted Assets 71.4 76.3 (4.8) (6.3%) 139.7 (68.3) (48.9%)

PP&E, net 747.8 737.6 10.1 1.4% 621.4 126.3 20.3%

Other Assets 3.2 3.6 (0.4) (10.4%) 10.3 (7.1) (68.9%)

Total Assets $1,114.2 $1,080.9 $33.3 3.1% $1,007.5 $106.7 10.6%

Deferred Outflows - Pension 5.3 5.3 (0.0) (0.0%) 1.7 3.5 203.1%

Total Deferred Outflows $5.3 $5.3 ($0.0) (0.0%) $1.7 $3.5 203.1%

Current Liabilities 21.4 22.0 (0.6) (2.5%) 15.7 5.8 37.0%

Unearned Income 70.0 70.4 (0.4) (0.6%) 48.5 21.5 44.3%

Long-term Debt 320.8 321.0 (0.2) (0.1%) 326.2 (5.4) (1.7%)

Other Liabilities 7.3 5.4 1.9 35.5% 4.5 2.8 62.5%

Total Liabilities $419.6 $418.9 $0.7 0.2% $394.9 $24.7 6.3%

Deferred Inflows - Pension 0.8 0.8 – nm 1.2 (0.4) (33.3%)

Total Deferred Inflows $0.8 $0.8 – – $1.2 ($0.4) (33.3%)

Investment in Net Assets 460.6 460.6 (0.0) (0.0%) 409.3 51.3 12.5%

Restricted Net Position 24.8 24.8 0.0 0.0% 23.5 1.3 5.4%

Unrestricted Net Position 213.5 181.0 32.6 18.0% 180.3 33.2 18.4%

Total Net Position $698.9 $666.4 $32.6 4.9% $613.1 $85.8 14.0%34

9

STATEMENT OF REVENUE AND EXPENSE DETAIL3/31 Year-to-Date Variance

2020 2019 vs Budget vs Prior Year

Actual Budget Actual $ Change % Variance $ Change % Variance

Summary: Statement of Revenues & Expenses ($ in millions)

Wharfage $21.6 $17.9 $13.0 $3.7 20.8% $8.6 66.3%

Dockage 5.0 4.8 4.2 0.1 3.0% 0.8 19.1%

Security 3.5 2.8 2.5 0.7 26.9% 1.0 42.1%

Other Shipping Serv ices 3.4 3.7 2.9 (0.3) (8.8%) 0.5 17.3%

Dredging 16.1 0.7 0.0 15.4 100.0% 16.1 100%

Building and Land Rental 4.5 4.5 4.0 0.0 0.5% 0.5 12.0%

$54.1 $34.3 $26.5 $19.8 57.6% $27.5 103.7%

Employee Serv ices 7.1 7.9 6.4 (0.8) (10.1%) 0.8 12.3%

Maintenance 2.1 2.8 1.0 (0.7) (23.6%) 1.2 124.1%

Utilities / Telephone 0.4 0.3 0.4 0.0 4.0% (0.0) (7.6%)

Insurance 0.5 0.5 0.4 0.0 3.1% 0.1 24.1%

Professional / Contracted Serv ices 4.0 3.9 3.4 0.1 3.6% 0.6 17.3%

Operator / Event Expenses 0.4 0.4 0.4 (0.1) (16.0%) (0.0) (9.7%)

Admin / Trade Dvlp / Other 1.8 2.2 1.5 (0.4) (18.4%) 0.3 17.3%

Depreciation 3.7 4.0 3.6 (0.3) (8.1%) 0.2 4.7%

$20.0 $22.1 $17.0 ($2.1) (9.4%) $3.0 17.8%

Net Operating Income (Loss) $34.1 $12.2 $9.6 $21.9 178.9% $24.5 256.6%

Interest Income 1.3 0.8 2.4 0.5 70.4% (1.1) (46.9%)

Other Revenue 0.2 – 0.1 0.2 nm 0.1 128.1%

Gain (Loss) on Disposals – – – – nm – nm

Interest / Bond Expense (3.2) (3.4) (3.2) 0.2 (6.2%) 0.0 (1.0%)

Other Expense – – (3.0) – nm 3.0 nm

Hillcrest Revenues / (Expenses) 0.1 1.5 1.0 (1.4) (91.6%) (0.8) nm

($1.7) ($1.2) ($2.8) ($0.5) 40.6% $1.2 (41.4%)

Net Income (Loss) $32.4 $11.0 $6.7 $21.4 193.6% $25.7 381.6%

Total Operating Revenues

Total Operating Expenses

Other Revenue / (Expenses)35

10

TONNAGE, SHIP & BARGE, AND RAILCAR DETAIL

1Q 2020 1Q 2019 Variance vs. Prior Quarter YTD 2020 YTD 2019 Variance vs. Prior YTD Period

Millions of Tons Actual Actual Tons % Actual Actual Tons %

Tonnage

Petroleum 13.6 11.6 0.2 17.1% 13.6 11.6 0.2 17.1%

Crude Oil 24.0 11.0 1.2 118.5% 24.0 11.0 1.2 118.5%

Dry Bulk 2.1 1.6 0.3 30.3% 2.1 1.6 0.3 30.3%

Bulk Grain 0.6 0.5 0.1 7.7% 0.6 0.5 0.1 7.7%

Chemical 0.6 0.5 0.1 8.4% 0.6 0.5 0.1 8.4%

Liquid Bulk 0.1 0.2 (0.5) (46.6%) 0.1 0.2 (0.5) (46.6%)

Break Bulk 0.1 0.2 (0.6) (60.5%) 0.1 0.2 (0.6) (60.5%)

Total Tonnage 41.0 25.7 0.6 59.8% 41.0 25.7 0.6 59.8%

Ship and Barge Movements

Ships 561 431 130 30.2% 561 431 130 30.2%

Barges 1,290 1,218 72 5.9% 1,290 1,218 72 5.9%

Total Ships and Barges 1,851 1,649 202 12.2% 1,851 1,649 202 12.2%

Railcars

Inbound 3,739 2,500 1,239 49.6% 3,739 2,500 1,239 49.6%

Outbound 5,184 5,987 (803) (13.4%) 5,184 5,987 (803) (13.4%)

Total Railcars 8,923 8,487 436 5.1% 8,923 8,487 436 5.1% 36

THANK YOU

37

PCCA CURRENT DEBT OBLIGATIONSKent Britton | Chief Financial Officer

May 19, 2020

38

Outstanding and Potential Debt Summary• Port has issued bonds in both 2015 (Taxable) and 2018 (Taxable and Non-

Taxable)• 2015 Taxable Bonds were earmarked for a defined group of capital projects• 2018 Non-Taxable Bonds were dedicated solely to Channel Improvement Project• 2018 Taxable Bonds were more open ended – could be used on any capital spending

• Bonds proceeds have mostly been expended as expected• Port will pay $13.7 million in interest in 2020 (plus $6.7 million principal

repayment)• Port closed on Line of Credit with Frost Bank on March 12

• Process was approved as part of the 2018 capital financing plan that also led to the issuance of the 2018 bonds

• RFP for LOC went out in Fall 2019; not related to current pandemic situation

• Port debt is rated A+ by Standard and Poor’s, and A1 by Moody’s• Port has over $250 million of unrestricted liquidity at it’s disposal at March 31,

2020 39

Debt and Operating Cash Flow provide robust liquidity

• Moody’s recently issued a report on Ports, highlighting “Strong liquidity bolsters ability to manage revenue disruption”

40

PCCA maintains strong Debt Service Coverage• Moody’s recently issued a report on Ports, highlighting “Strong debt

service coverage further insulates against revenue pressure, and combined with liquidity provides capacity to manage a range of potential challenges ”

41

2015 Taxable Bonds

• Port issued bonds in May 2015• $115 million face value

• Net proceeds of $113.9 million

• 20 year term, early repayment any time after 10 year mark

• Average Rate – 4.09%

• Required to be used on capital expansion

• Bond proceeds remaining at 3/31/2020 - $0

• Significant projects financed:• OD14 - $27 million

• Tule Lake Lift Bridge Foundation removal - $24 million

• Property Acquisition – Cable Garrett, Haas Anderson, M&G - $46 million 42

2018 Non-Taxable Bonds• Port issued bonds in July 2018, backed by existing revenues

• $92.5 million face value• Net proceeds of $102 million (heavily oversubscribed, sold at

premium)• 30 year term, early repayment any time after 10 year mark• Average Rate – 3.91%

• Required to be used on Port share of Channel Improvement Project only

• Bond proceeds remaining at 3/31/2020 - $0

• Included a repayment provision that allowed Port to include payments since time of PPA

43

2018 Taxable Bonds• Port issued bonds in July 2018, backed by existing revenues

• $115 million face value• Net proceeds of $114.2 million• 30 year term, early repayment any time after 10 year mark• Average Rate – 4.51%

• Required to be used on capital expansion

• Bond proceeds remaining at 3/31/2020 - $43.9 million

• Significant projects financed to date:• Channel Improvement Project - $34.6 million• GCCM Cargo Dock - $18.6 million• Liebherr Crane for Bulk Terminal - $9.2 million 44

Short Term Borrowing Program – 2020 to 2022

• Counterparty is Frost Bank

• Line of Credit up to $150 million

• 3 Year total duration

• Interest Rate – LIBOR + 0.80% (currently 0.98%)• Provisions embedded to address replacement of LIBOR in 2022

• Required to be used for capital expansion program

• Balance drawn as of March 31, 2020 - $0

45

Questions, Comments?

Thank You!

46

DATE: May 19, 2020 TO: Port Commission FROM: Kent Britton, Chief Financial Officer kbritton@pocca.com (361) 885-6114 SUMMARY: Staff seeks Port Commission approval of the Investment Report for the First Quarter of 2020. The Report has been prepared in accordance with the PCCA’s Investment Policy and Investment Strategy and meets the requirements of the Public Funds Investment Act of the State of Texas (“the Act”), which is codified in Section 2256 of the Texas Government Code. As required, the Investment Report describes the PCCA’s investment positions in summary and in detail, is prepared jointly by the PCCA’s Investment Officers, and is hereby being presented to the Port Commission in a timely manner. The PCCA had approximately $333 million invested within the guidelines of our Investment Policy on March 31, 2020, an increase from December 31, 2019 of $30 million. PCCA achieved a Net Quarterly Yield for the First Quarter of 2020 of 1.68%, better than our associated benchmarks, and earned approximately $1.4 million on our investments in the First Quarter. The detail report is attached for further review and approval, with significantly more detail on our investments, yields and weighted average maturity, among other metrics. BACKGROUND: The PCCA’s Investment Policy sets a goal of the safety of all funds of the PCCA, the availability of those funds for the payment of all necessary obligations of the PCCA, and to provide for the investment of all funds not immediately required in securities earning a reasonable market yield. The PCCA prepares and presents the Investment Policy for approval annually to the Port Commission, and the version of the Policy in effect during the First Quarter of 2020 was approved in November 2019. The PCCA Investment Policy complies in all aspects with the Act, which was originally approved in 1987 and has since been amended multiple times, including most recently in 2019. In the First Quarter of 2020 PCCA had three designated Investment Officer’s: Kent Britton, the PCCA’s Chief Financial Officer, Cindy Bertolami, the PCCA’s Director of Finance, and Audre Debler, the PCCA’s Financial Controller. That designation is similarly approved by the Port Commission on an as needed basis. The Investment Officers prepare the Investment Report on a quarterly basis to be presented to the CEO, then the Audit Committee members, and then the full Port Commission for approval. The

Approve the Port of Corpus Christi’s (“PCCA”) First Quarter 2020 Investment Report (Reviewed and recommended for approval by Audit Committee on May

5, 2020)

AGENDA MEMORANDUM Action Item for Port Commission Meeting on May 19, 2020

47

Port Commission Agenda Item No. 10.b. May 19, 2020 Page 2

Investment Officers always manage the overall portfolio under the “Prudent Person Standard” as defined in the Act. ALTERNATIVES: None CONFORMITY TO PORT POLICY: The project conforms to the current PCCA Strategic Plan, including Strategic Goal #5 – Fund our Vision. EMERGENCY: No FINANCIAL IMPACT: Financial Results as noted in the attached Investment Report. STAFF RECOMMENDATION: Staff recommends approval of the First Quarter 2020 Investment Report. DEPARTMENTAL CLEARANCES: Originating Department Finance Reviewed & Approved Kent Britton Legal Jimmy Welder Senior Staff Sean Strawbridge LIST OF SUPPORTING DOCUMENTS: Q1 2020 Investment Report

48

INVESTMENT REPORT – QUARTER

ENDED MARCH 31, 2020

May 19, 2020

Kent A. Britton | Chief Financial Officer

49

Table of Contents

•Compliance Statement and Executive Summary

• Investment Values and Yields

•Quarterly Asset Allocation

•Maturity Allocation

•Rates and Benchmarks

•Appendix

2

50

3

Port of Corpus Christi Authority

Compliance Statement

For the Quarter Ended March 31, 2020

Quarterly Investment Report

Kent A. Britton

Chief Financial Officer

Cindy Bertolami

Director of Finance

Audre Debler

Financial Controller

We believe the investment information presented for the quarter ending March 31, 2020, is accurate in all

material respects, and is presented in a manner that fairly sets forth the investment standing of the Port of

Corpus Christi Authority (Authority).

This report was prepared in compliance with the Authority's Investment Policy, Investment Strategy, and the

Public Funds Investment Act of the State of Texas (Texas Government Code 2256.023).

51

Executive Summary

• Current investment total = $333M

• Investment Approach• Hold to maturity, non-speculative

• Grab short term yield where available

• Look for valuable muni’s and bullets

• Maximize Commercial Paper where possible to capture spread vs Texpool

• Implement Bank overnight sweep

• Market Conditions• Complete collapse of investment landscape

• High yield bonds now all being called

• Treasuries near zero, driving Pool rates down

4

QUARTERLY SUMMARY:

December 31, 2019

Ending Book 302,916,786$

Ending Market 303,072,879$

Unrealized Gain/(Loss) 156,092$

WAM 329 Days

Net Quarterly Yield 1.942%

Yield at End of Quarter 2.018%

Benchmark for Quarter 1.580%

Earnings for Quarter 1,530,007$

March 31, 2020

Ending Book 333,323,020$

Ending Market 333,847,966$

Unrealized Gain/(Loss) 524,945$

WAM 291 Days

Net Quarterly Yield 1.678%

Yield at End of Quarter 1.810%

Benchmark for Quarter 1.080%

Earnings for Quarter 1,443,260$

52

Investment Values and Yields

5

Book Value Yields

Bank 20,790,820$ 0.768%

Texpool 46,044,408$ 1.003%

Texpool Prime 49,065,286$ 1.335%

Money Market Account 244,778$ 0.380%

Commercial Paper 77,146,190$ 1.894%

Treasuries/Agencies 124,958,277$ 1.958%

Municipal Bonds 15,073,260$ 2.719%

Total 333,323,020$ 1.678%

Asset Detail

53

Quarterly Asset Allocation

6

$-

$50

$100

$150

$200

$250

$300

$350

$400

Mar-20Dec-19Sep-19Jun-19Mar-19

Millio

ns

CD's Checking Muni's CP Pools/MMA Treasuries/Agencies

54

Weighted Average Maturity

7

-

50

100

150

200

250

300

350

Mar 19 Jun 19 Sep 19 Dec 19 Mar 20

Da

ys

55

Maturity Allocation

8

-10%

0%

10%

20%

30%

40%

50%

60%

O/N 0-3

Mths

3-6

Mths

6-9

Mths

9-12

Mths

1-2

Years

2-3

Years

52%

0%

6% 4%0%

25%

13%

12/31/2019

0%

5%

10%

15%

20%

25%

30%

35%

O/N 0-3

Mths

3-6

Mths

6-9

Mths

9-12

Mths

1-2

Years

2-3

Years

35%

12%

19%

4%

0%

12%

18%

3/31/2020

56

Treasury Yield Curve Comparison

9

0.00%

0.50%

1.00%

1.50%

2.00%

3 Mth 6 Mth 1 Yr 2 Yr 3 Yr

Oct 19 Nov 19 Dec 19 Jan 20 Feb 20 Mar 20

57

Benchmark Review

10

Q1-2020 $ Impact

Investment Portfolio 1.678%

3 Mth Treasury Bill 1.110% $452,124

6 Mth Treasury Bill 1.110% $452,124

12 Mth Treasury Bill 1.080% $475,983

58

Appendix

11

59

Investment Portfolio

12

Purchase

Date Type

Maturity

Date

Days to

Maturity at

Purchase

Remaining

Days to

Maturity

Coupon/

Rate

Book

Yield (% ) Par Value Book Value Market Value

Unrealized

Gain(Loss)

Quarterly

Accrued

Interest

03/31/2020 Operating Fund 04/01/2020 1 1 0.768% 0.768% 20,790,820$ 20,790,820$ 20,790,820$ -$ 26,353$

03/31/2020 Vendor Fund 04/01/2020 1 1 0.000% 0.000% -$ -$ -$ -$ 3,704$

03/31/2020 Payroll Fund 04/01/2020 1 1 0.000% 0.000% -$ -$ -$ -$ -$

03/31/2020 Asset Forfeiture Fund 04/01/2020 1 1 0.000% 0.000% 0$ 0$ 0$ -$ -$

Total Bank 20,790,820$ 20,790,820$ 20,790,820$ -$ 30,057$

03/31/2020 TEXPOOL 04/01/2020 1 1 1.003% 1.003% 46,044,408$ 46,044,408$ 46,044,408$ -$ 159,335$

03/31/2020 TEXPOOL-Prime 04/01/2020 1 1 1.335% 1.335% 49,065,286$ 49,065,286$ 49,065,286$ -$ 111,774$

03/31/2020 East West Bank - MMA 04/01/2020 1 1 0.380% 0.380% 244,778$ 244,778$ 244,778$ -$ 257$

Total Pools/MMA 95,354,473$ 95,354,473$ 95,354,473$ -$ 271,366$

07/22/2019 Banco Credito Miami CP 01/17/2020 179 0 2.379% 2.379% MATURED 10,311$

09/03/2019 Mountcliff Funding CP 02/05/2020 155 0 2.179% 2.179% MATURED 20,708$

10/02/2019 Boeing CP 02/19/2020 140 0 2.198% 2.198% MATURED 29,264$

10/23/2019 Boeing CP 02/26/2020 126 0 2.227% 2.227% MATURED 23,738$

10/28/2019 Banco Credito Miami CP 01/31/2020 95 0 2.141% 2.141% MATURED 12,250$

02/03/2020 Great Bridge Capital CP 02/27/2020 24 0 1.753% 1.753% SOLD 11,600$

01/06/2020 Banco Credito Miami CP 07/02/2020 178 93 2.081% 2.081% 10,000,000$ 9,947,356$ 9,947,356$ -$ 49,211$

01/06/2020 Great Bridge Capital CP 05/15/2020 130 45 1.964% 1.964% 10,000,000$ 9,976,167$ 9,976,167$ -$ 40,597$

01/07/2020 Banco Credito Miami CP 06/19/2020 164 80 2.029% 2.029% 10,000,000$ 9,955,892$ 9,955,892$ -$ 47,458$

01/13/2020 Great Bridge Capital CP 05/15/2020 123 45 1.862% 1.862% 10,000,000$ 9,977,389$ 9,977,389$ -$ 46,583$

01/13/2020 Mountcliff Funding CP 06/12/2020 151 73 1.864% 1.864% 10,000,000$ 9,963,000$ 9,963,000$ -$ 40,597$

02/03/2020 Banco Credito Miami CP 07/31/2020 179 122 1.837% 1.837% 7,500,000$ 7,454,121$ 7,454,121$ -$ 21,992$

02/07/2020 Barclays Bank CP 08/05/2020 180 127 1.745% 1.745% 10,000,000$ 9,939,450$ 9,939,450$ -$ 25,950$

02/20/2020 Corp Andina Fomento CP 08/18/2020 180 140 1.755% 1.755% 10,000,000$ 9,932,817$ 9,932,817$ -$ 19,817$

Total Commercial Paper 77,500,000$ 77,146,190$ 77,146,190$ -$ 400,077$

60

Investment Portfolio

13

Purchase

Date Type

Maturity

Date

Days to

Maturity at

Purchase

Remaining

Days to

Maturity

Coupon/

Rate

Book

Yield (% ) Par Value Book Value Market Value

Unrealized

Gain(Loss)

Quarterly

Accrued

Interest

02/22/2019 Treasury Note 11/15/2020 632 228 1.750% 2.547% 7,500,000$ 7,463,748$ 7,579,103$ 115,355$ 47,282$

02/22/2019 Treasury Note 08/15/2020 540 136 1.500% 2.552% 7,500,000$ 7,471,298$ 7,543,943$ 72,645$ 47,179$

11/29/2018 FHLMC Call Note 07/13/2020 592 103 1.850% 2.899% CALLED 3,083$

02/11/2019 FHLB Note 09/11/2020 578 163 2.875% 2.524% 5,000,000$ 5,007,579$ 5,058,119$ 50,540$ 31,674$

02/11/2019 FHLB Note 12/11/2020 669 254 3.125% 2.523% 5,000,000$ 5,020,227$ 5,096,741$ 76,514$ 31,781$

09/06/2019 FFCB Call Note 09/06/2022 1,096 888 2.030% 2.059% CALLED 7,894$

09/12/2019 FHLB Call Note 09/13/2021 732 530 2.000% 2.012% CALLED 40,994$

10/09/2019 FHLMC Call Note 10/07/2021 729 554 2.050% 2.021% CALLED 3,417$

10/28/2019 FNMA Call Note 10/28/2022 1,096 940 1.950% 1.923% 10,000,000$ 10,000,000$ 10,002,579$ 2,579$ 50,000$

10/29/2019 FNMA Call Note 10/28/2022 1,095 940 1.950% 1.940% 10,000,000$ 9,999,246$ 10,002,579$ 3,333$ 51,264$

10/30/2019 FHLB Call Note 10/28/2022 1,094 940 2.000% 1.972% 10,000,000$ 10,000,000$ 10,011,200$ 11,200$ 48,750$

11/13/2019 FFCB Call Note 05/13/2021 547 407 1.670% 1.703% CALLED 38,758$

11/14/2019 FFCB Call Note 02/14/2022 823 684 1.770% 1.791% CALLED 58,792$

11/21/2019 FRMAC Call Note 11/19/2021 729 597 1.680% 1.692% 10,000,000$ 9,998,112$ 10,016,999$ 18,886$ 45,539$

11/26/2019 FHLMC Call Note 11/26/2021 731 604 1.750% 1.726% 10,000,000$ 10,000,000$ 10,019,801$ 19,801$ 43,750$

12/06/2019 FHLB Call Note 08/25/2021 628 511 1.700% 1.699% 10,000,000$ 10,000,000$ 10,015,050$ 15,050$ 45,234$

01/08/2020 FHLMC Call Note 01/06/2023 1,094 1,010 1.800% 1.803% 5,000,000$ 4,999,733$ 5,017,101$ 17,368$ 20,983$

01/17/2020 FHLMC Call Note 01/17/2023 1,096 1,021 1.850% 1.850% 5,000,000$ 5,000,000$ 5,002,949$ 2,949$ 19,014$

01/17/2020 FHLMC Call Note 01/17/2023 1,096 1,021 1.850% 1.850% 10,000,000$ 10,000,000$ 10,005,898$ 5,898$ 38,028$

01/21/2020 FFCB Call Note 01/21/2022 731 660 1.660% 1.698% 10,000,000$ 9,998,333$ 10,004,272$ 5,938$ 38,111$

02/28/2020 FHLB Call Note 02/28/2023 1,096 1,063 1.800% 1.800% 10,000,000$ 10,000,000$ 10,010,951$ 10,951$ 16,500$

Total Treasuries/Agencies 125,000,000$ 124,958,277$ 125,387,282$ 429,005$ 728,028$

03/20/2020 State of Texas 08/27/2020 160 148 4.000% 2.719% 15,000,000$ 15,073,260$ 15,169,200$ 95,940$ 13,732$

Total Municipal Securities 15,000,000$ 15,073,260$ 15,169,200$ 95,940$ 13,732$

Total Investments 333,645,294$ 333,323,020$ 333,847,966$ 524,945$ 1,443,260$

61

THANK YOU

62

AGENDA MEMORANDUMAction Item for Port Commission Meeting of May 19, 2020

DATE: May 19, 2020

TO: Port Commission

FROM: Natasha Fudge, P.E.Director of Engineering Services

ANTICIPATED STAFF PRESENTER:

Carlos Martinez, P.E.Senior Project Engineer

Award construction contract to Rabalais Constructors, LLC, the lowest and best bidder based on bids received on April 9, 2020, in the amount of $320,690 for the Security Grant 18 – Security Lighting and Surveillance at Critical Docks and Rail

Storage project.

SUMMARY: Staff recommends the award of a construction contract to Rabalais Constructors, LLC for the Security Grant 18 – Security Lighting and Surveillance at Critical Docks and Rail Storage project. On April 3, 2020, we received four responses to our Notice to Bidders. Rabalais Constructors, LLC submitted the lowest and best bid of$320,690 ($240,517.50 Federal award with a $80,172.50 PCCA match).

BACKGROUND: In 2018, the PCCA was awarded $820,000 by FEMA through the U.S. Department of Homeland Security for the Port Security Grant Program in FY 18 (PSPG FY18). This grant award includes 75% funding with a 25% PCCA cost match. The grant program provides funding for project design and construction of surveillance systems of areas in need of security monitoring. In October 2019, the Commission approved a Professional Engineering Services Contract with Hatch Associates Consultants, Inc. in the amount of $94,606 to provide engineering design and preparation of construction documents for this project.

The contract documents for this project are structured with a Base Bid, which generally consists of installing camera poles with foundations, surveillance cameras, lighting, and related equipment at two locations to provide security enhancements along the Joe Fulton International Trade Corridor and Inner Harbor critical docks and rail storage yards. The PCCA will be purchasing and providing the cameras and related equipment as owner furnished equipment for contractor installation.

Rabalais Constructors, LLC has successfully completed security infrastructure projects for the PCCA in the past, including the installation of poles, foundations, lights, cameras,and related equipment similar in scope to this project.

This contract was presented to the Security Committee on May 7, 2020, and the committee recommended approval.

63

Port CommissionMay 19, 2020Page 2

ALTERNATIVES: None.

CONFORMITY TO PORT POLICY: This project conforms to the PCCA’s Strategic Plan 2023 (Strategic Goal #3 – Provide Facilities and Services to Meet Customer Needs & Strategic Goal #5 – Fund Our Vision).

EMERGENCY: This is not an emergency action; however, the grant expires August 31, 2021.

FINANCIAL IMPACT: This project is included in the 2020 Engineering Services capital budget and has been approved in the PSGP FY18 Grant as a 75/25 funded project($240,517.50 Federal award with a $80,172.50 PCCA match).

STAFF RECOMMENDATION: Staff recommends award of a construction contract to Rabalais Constructors, LLC in the amount of $320,690 for the Security Grant 18 –Security Lighting and Surveillance at Critical Docks and Rail Storage project.

DEPARTMENTAL CLEARANCES:

LIST OF SUPPORTING DOCUMENTS:

ExhibitBid Results

Originating Department Engineering ServicesReviewed & Approved Carlos Martinez

Sonya Lopez-Sosa Louis KlusmeyerNatasha FudgeTom Mylett

Legal Standard construction contractSenior Staff Sean Strawbridge

Clark RobertsonKent Britton

64

Grant 18 – Security Lighting and Surveillance at Critical Docks and Rail Storage Yards

Camera Pole Location

65

Rabalais Constructors, LLC 5% GAB $320,690.00 X X X X

Scott Electric Co. 5% GAB $392,899.50 X X X X

Stream Construction 5% GAB $578,390.00 X X X X

MMR Constructors 5% GAB $826,009.40 X X X X

Read by: Lynn AngersteinTabulated by: Melinda LiconChecked & Prepared by: Melinda LiconDate:April 9, 2020

Bid Bondor Check Company Name Base BidA Addendum

No. 3Addendum

No. 4

A BASE BID: The scope of work generally consist of installing camera poles, surveillance camera, and related equipment at two (2) locations to provide security enhancements of the Joe Fulton International Trade Corridor and Inner Harbor Critical Docks and Rail Storage Yards.

SECURITY GRANT 18 - SECURITY LIGHTING AND SURVEILLANCE AT CRITICAL DOCK AND RAIL STORAGE YARDS

BID RESULTS FOR

PROJECT NO. 19-028ABid Opening: April 9, 2020 at 2:00 PM

Addendum No. 1

Addendum No. 2

8/12

66

AGENDA MEMORANDUMAction Item for Port Commission Meeting of May 19, 2020

DATE: May 19, 2020

TO: Port Commission

FROM: Daniel J. Koesema, P.E., CFMDirector of Channel & DMPA Development

Approve a Service Order with the ceiling price of $1,993,008 with Terracon Consultants, Inc., under Master Agreement No. 18-11, for geotechnical investigation services associated with the Corpus Christi Ship Channel

Improvement Project.

SUMMARY: Staff requests approval of the attached Service Order with TerraconConsultants, Inc., under Master Agreement No. 18-11, with the ceiling price of $1,993,008to provide geotechnical investigation services associated with the Corpus Christi Ship Channel Improvement Project. This Service Order was presented to the Long Range Planning Committee on May 7, 2020, and the committee recommended approval.

BACKGROUND: On September 9, 2017, the U.S. Army Corps of Engineers (USACE) and the PCCA entered into a Project Partnership Agreement (PPA) to deepen and widen the Corpus Christi Ship Channel from the Gulf of Mexico to the Viola Turning Basin and construct barge shelves across Corpus Christi Bay (the Project). Since execution of the PPA, there has been tremendous progress in completing the Project. In December 2018, USACE awarded the first construction contract to dredge the channel reach from the Gulf of Mexico to Harbor Island. Contract 1 was completed in March 2020. In April 2020, USACE awarded the second construction contract to dredge the Corpus Christi Ship Channel from Harbor Island to 2.7 miles west of La Quinta Junction. USACE is also completing engineering and design for the third contract, which covers work across the Upper Bay Reach into Avery Point Turning Basin, and has completed preliminary design of the fourth and final contract, from Avery Point Turning basin to Viola Turning Basin.Contract 3 is expected to be awarded in early 2021. Contract 4 is tracking for award in late 2021 or early 2022.

In order to expeditiously collect and analyze the geotechnical data required for completion of design for Contracts 3 and 4, USACE requested that PCCA perform geotechnical investigations as in-kind services. The work will generally include geotechnical field exploration, drilling, sampling, laboratory testing, investigation, and reporting of the Inner Harbor Reach and adjacent Inner Harbor dredge material placement areas (DMPAs).

Staff negotiated the attached Service Order with Terracon Consultants, Inc. to provide geotechnical investigation services for the Inner Harbor Reach of the Corpus Christi Ship Channel and the adjacent six Inner Harbor DMPAs. The sampling and laboratory work will consist of up to 311 field samples, including 64 borings in the channel, 110 borings

67

Port CommissionMay 19, 2020Page 2

and 137 cone penetrometer at the DMPAs, and an estimated 6,101 laboratory tests. The data obtained will provide needed information to support the USACE design of Contracts 3 and 4. The scope of work is designed so that if consistent data is revealed among adjacent borings, the frequency of borings and quantity of tests may be reduced, resulting in reduced contract costs.

Staff solicited a Request for Statements of Interest and Qualifications for the 2020 services listed above. A PCCA selection team evaluated each of the submitted qualifications and reached a consensus that Terracon Consultants, Inc. is the best firm to perform this work. Terracon has successfully completed geotechnical investigation services for the PCCA in the past, including geotechnical services of the Lower and Upper Bay Reaches in 2018 to support design of the Channel Improvement Project.

.ALTERNATIVES: N/A

CONFORMITY TO PORT POLICY: The project conforms to the PCCA’s Strategic Plan 2023 (Strategic Goal #3 – Provide Facilities and Services to Meet Customer Needs).

EMERGENCY: No.

FINANCIAL IMPACT: This project was included in the Channel & DMPA Development Department’s 2020 capital budget associated with the design and construction of the Channel Improvement Project. Additionally, per the Project Partnership Agreement, PCCA funding for the geotechnical investigation would be eligible for credit toward the PCCA’s cost-share requirement for the Channel Improvement Project.

STAFF RECOMMENDATION: Staff recommends approval of the attached Service Order with Terracon Consultants, Inc. with the ceiling price of $1,993,008 to provide geotechnical investigation services associated with the Corpus Christi Ship Channel Improvement Project.

DEPARTMENTAL CLEARANCES:

Originating Department Channel & DMPA DevelopmentReviewed & Approved Dan Koesema

Javier DavilaLegal PCCA’s Standard Service OrderSenior Staff Sean Strawbridge

Clark RobertsonKent Britton

LIST OF SUPPORTING DOCUMENTS:

Map ExhibitService Order

68

C o r p u s C h r i s t i S h i p C h a n n e l – C h a n n e l I m p r o v e m e n t P r o j e c t

Geotechnical Investigation Services

64 Channel Borings110 DMPA Borings137 DMPA CPTs311 Total Field Exploration Points

6,101 Total Laboratory Tests

Service Order: $1,993,008

Suntide DMPA(DMPA 8)

Tule Lake DMPA(DMPA 6)

South Shore DMPA Cell B(DMPA 3B)

South Shore DMPA Cell A(DMPA 3A)

DMPA 1

Herbie A. Mauer DMPA

(DMPA 2)

69

Service Order No. 2 311243 Page 1

SERVICE ORDER PORT OF CORPUS CHRISTI AUTHORITY

OF NUECES COUNTY, TEXAS MASTER SERVICES AGREEMENT NO. 18-11

PROJECT NAME: CCSC-CIP Geotechnical Investigation Services PROJECT NO. 04-027I SERVICE ORDER NO. 2 COMMENCEMENT DATE: May 19, 2020

This Service Order is executed by and between the Port of Corpus Christi Authority of

Nueces County, Texas (“PCCA”) and Terracon Consultants, Inc. (“Engineer”). PCCA and Engineer agree that all of the Services authorized by this Service Order shall be subject to the terms and conditions of PCCA’s Master Services Agreement No. 18-11 between PCCA and Engineer, as amended (“Agreement”). Upon execution of this Service Order, the Agreement shall be incorporated into and be considered part of this Service Order as if set forth herein in its entirety. Any capitalized terms in this Service Order that are not defined herein shall have the meanings given to them in the Agreement. If there is any inconsistency between the terms of this Service Order and the terms of the Agreement, the terms of this Service Order will control.

Engineer will provide the Services described in the Services of Engineer below in connection

with the Specific Project described below.

1. Description of Specific Project: Engineer will perform geotechnical investigation services along the Corpus Christi Ship Channel and adjacent upland dredge material placement areas (DMPAs) to support development of plans and specifications for the Channel Improvement Project.

2. Services of Engineer (Scope of Services) The specific services to be provided or furnished by Engineer under this Service Order are set forth in “Part 1—Services” of Exhibit A, “Engineer’s Services for Service Order,” modified for this specific Service Order, and attached to and incorporated as part of this Service Order.

3. PCCA's Responsibilities PCCA shall have those responsibilities set forth in Section 5.01 of the Agreement and the following:

• PCCA will provide readily available information about pipeline crossings in the area of the geotechnical investigation.

• PCCA and USACE will complete and return testing assignments for each boring

log to Engineer within 2 business days of receipt of boring logs. 70

Service Order No. 2 311243 Page 2

4. Service Order Schedule In addition to any schedule provisions provided in Exhibit A or elsewhere, the parties shall meet the following schedule:

Party Action Schedule Engineer NTP/Begin Utility Clearance and

Mobilization May 20, 2020

Engineer Begin Field Work May 28, 2020 Engineer Conclude Field Work July 30, 2020 Engineer Submit Draft Reports:

• DMPA 1 Draft Report • DMPA 2 Draft Report • DMPA 3A Draft Report • DMPA 3B Draft Report • DMPA 6 Draft Report • DMPA 8 Draft Report • Channel Draft Report (Borings B-61

through B-85) • Channel Draft Report (Borings B-86

through B-124)

Drafts due by: • July 2, 2020 • July 9, 2020 • July 17, 2020 • July 24, 2020 • July 31, 2020 • August 7, 2020 • July 20, 2020

• August 24, 2020

PCCA Submit Comments Regarding Reports Within 30 days of receiving draft reports. Engineer Submit Final Reports Within 14 days of receiving PCCA’s

comments; all Final Reports due by October 7, 2020.

This Service Order will expire May 31, 2021. Should PCCA not return comments and/or instructions in the time listed in the schedule, the Engineer’s schedule for subsequent items will be extended by the same number of days by which PCCA comments or instructions exceed the scheduled review with no further recourse by the Engineer against PCCA.

5. Method of Compensation

PCCA shall pay Engineer for services rendered under this Service Order using the Standard Hourly Rates with a Ceiling Price. Reimbursable Expenses are included in the Ceiling price. The Ceiling Price for this Service Order is $1,993,008. Description of Service Amount Field Collection and Testing $ 1,237,073 Laboratory Testing $ 387,376 Engineering, Project Management, and Geotechnical Reporting $ 187,377 Allowance for Approved Downtime (as authorized by PCCA only) $ 181,182 CEILING PRICE $ 1,993,008

The terms of payment are set forth in Article 4 of the Agreement. 71

Service Order No. 2 311243 Page 3

6. Consultants retained by the Engineer or that will be retained by the Engineer as of the Commencement Date of the Service Order:

• Envirocore • Peninsula Marine • ConeTec • Hanson Professional Services

7. Other Modifications to the Agreement or the Exhibits to the Agreement: Not

Applicable. 8. Exhibits or Attachments to this Service Order: Not Applicable.

9. Documents (other than the Agreement) Incorporated by Reference:

Engineering Considerations and Instructions for Field Personnel Geotechnical Exploration (Inner Harbor Channel & Placement Areas) for Corpus Christi Ship Channel: Deepening and Widening PED Developed by USACE Galveston District Geotechnical & Structural Engineering Section 26 NOV 2019 (Referred to as Geotechnical Investigation Plan).

10. Terms and Conditions

Execution of this Service Order by PCCA and Engineer shall make it subject to the terms and conditions of the Agreement (as modified above), which Agreement is incorporated by this reference. Engineer is authorized to begin performance upon its receipt of a copy of this Service Order signed by PCCA.

[Signature page follows this page]

72

Service Order No. 2 311243 Page 4

IN WITNESS WHEREOF, each Party has executed this Service Order effective for all purposes as of the Commencement Date.

PCCA: Engineer:

Port of Corpus Christi Authority Terracon Consulting, Inc. of Nueces County, Texas

By: By:

Name: Sean C. Strawbridge Name: John Juenger, P.E.

Title: Chief Executive Officer Title: Vice President

Date Signed: Date Signed:

Address for giving notice: Address for giving notice: 222 Power Street 3606 WOW Road Corpus Christi, Texas 78401 Corpus Christi, TX 78413 Attention: Director of Channel & DMPA Development

PCCA’s Designated Representative: Engineer’s Designated Representative:

Daniel J. Koesema, P.E. Tom Barker

Title: Director of Channel & DMPA Development Title: Corpus Christi Office Manager

Phone Number: 361-885-6138 Phone Number: 361-420-6023

Facsimile Number: 361-881-5161 Facsimile Number: N/A

E-Mail Address: dan@pocca.com E-Mail Address: Tom.Barker@terracon.com

May 6, 2020

73

Service Order No. 2 311243 Page 5

EXHIBIT A ENGINEER'S SERVICES FOR SERVICE ORDER

SERVICES

A1.01 Project Kickoff, Safety, and Utility Clearance

1. Engineer will conduct a project kickoff meeting with US Army Corps of Engineers (USACE) and PCCA personnel to prioritize and determine sampling locations, sampling intervals, and coordinate participation in the field investigation by PCCA and USACE personnel. Conduct other kickoff meetings as necessary.

2. Perform the necessary job safety analyses to perform work in accordance with Engineer’s safety initiatives.

3. Review existing utility and pipeline hazard information provided by the PCCA and complete the Texas 811 procedure to notify all participating parties of expected activities and locations. This process may involve relocating select exploration points to provide enough buffers from known hazards.

A1.02 Field Exploration and Sample Collection

1. Mobilize a rotary drill rig as well as a jack-up barge to Corpus Christi to complete the field drilling activities.

2. Utilize a combination of standard geotechnical truck mounted drilling rigs and amphibious drilling equipment to access the DMPA boring locations and perform the proposed sampling.

3. Perform field investigations including borings in the ship channel to a target elevation of approximately -75’ MLLW, borings on DMPAs with depths of 20’ to 70’, and CPT soundings on DMPAs to depths of 40’.

4. Complete a total of 311 exploration points (borings and cone penetrometer tests [CPT]) in the Corpus Christi Ship Channel DMPAs at the locations provided by PCCA and to depths noted below:

Scope of Work Summary Lineal Footage

Estimated Production

CCSC - 64 channel borings; to -75' MLLW 3840 1.5/day DMPA 1 - 6 borings to 70 ft DMPA 1 - 10 borings to 20 ft DMPA 1 - 21 CPTs to 40 ft

420 200 840

1/day 2/day 7/day

74

Service Order No. 2 311243 Page 6

Scope of Work Summary Lineal Footage

Estimated Production

DMPA 2 - 8 borings to 70 ft DMPA 2 - 12 borings to 20 ft DMPA 2 - 21 CPTs to 40 ft

560 240 840

1/day 2/day 7/day

DMPA 3A - 8 borings to 70 ft DMPA 3A - 12 borings to 20 ft DMPA 3A - 25 CPTs to 40 ft

560 240 1000

1/day 2/day 7/day

DMPA 3B - 7 borings to 70 ft DMPA 3B - 10 borings to 20 ft DMPA 3B - 19 CPTs to 40 ft

490 200 760

1/day 2/day 7/day

DMPA 6 - 9 borings to 70 ft DMPA 6 - 10 borings to 20 ft DMPA 6 - 25 CPTs to 40 ft

630 200 1000

1/day 2/day 7/day

DMPA 8 - 9 borings to 70 ft DMPA 8 - 9 borings to 20 ft DMPA 8 - 26 CPTs to 40 ft

630 180 1040

1/day 2/day 7/day

Footage Locations Total Channel Drilling Footage 3,840 64 Total DMPA Drilling Footage 4,550 110 Total DMPA CPT Footage 5,480 137

5. The channel borings and DMPA borings will be continuously sampled at 2-foot intervals to a depth of 40 feet and at 5-foot intervals thereafter to the boring termination depth.

6. Provide preliminary computer-generated boring logs, in a format acceptable by the PCCA and USACE, within 72 hours of boring completion to allow PCCA and USACE to assign laboratory testing regime.

7. Engineer onsite shall log the drilling and sampling records (SPT hammer blow counts, visual soil classification, pocket penetrometer readings and so on) to prepare the raw boring logs.

8. Engineer onsite shall oversight the careful handling of soil samples and shall record the SPT hammer blow counts during drilling.

9. Borings and soundings will be performed as close as feasible to the boring locations provided on the Geotechnical Investigation Plan based on the GPS coordinates obtained from a commercially available handheld GPS.

10. After completion, upland borings and soundings will be surveyed by a Texas Registered Professional Land Surveyor (RPLS).

75

Service Order No. 2 311243 Page 7

11. All sample locations and necessary variances will be coordinated with PCCA and USACE and be recorded in the field logbook.

12. Engineer shall obtain approximate water depths at the channel boring locations during the field investigation. The time that the water depth is measured will be recorded and tidal data will be obtained from either National Oceanic and Atmospheric Administration (NOAA) or the Blucher Institute to determine the approximate elevation of the borings.

13. DMPA borings and CPTs on or near the DMPA levee structure shall be backfilled and abandoned in accordance with all Federal, State, and local laws, regulations, and ordinances. As a minimum, all holes shall be grouted from the bottom of the hole to within 2 feet of the ground surface using a grout mixture of six to eight gallons of water per sack (94 pounds) of Portland cement.

14. Sampling methods shall include 3-inch diameter thin-walled tube sampler (ASTM D1587) for cohesive/clayey soils and SPT Split-Barrel Sampling of Soils (ASTM D1586) for granular soils.

15. Driller shall follow dry-auger technique above the groundwater level and proceed with wet-rotary technique up to the target bottom elevation.

16. In situ CPT tests will be performed at proposed locations of up to 40-feet or until refusal, using a geotechnical drill rig equipped with a piezocone per ASTM D5778-07. The contents of acceptable CPT logs shall include, but will not be limited to, the following data: coordinates of CPT sounding location, plots of Tip Resistance vs Depth, Sleeve Friction vs Depth, Pore Pressure vs Depth, Friction Ratio vs Depth, Soil Behavior Type Materials Graphics vs Depth.

A1.03 Laboratory Testing

1. Laboratories used in this contract are required to be validated by the USACE Engineer Research and Development Center’s Materials Testing Center.

2. Perform assigned laboratory testing and analysis in accordance with ASTM test standard method per the schedule below and estimated quantities, dependent on the soils encountered and/or as assigned by the PCCA and USACE.

• Moisture Content (ASTM D2216) – 2,135 tests

• Sieve Analysis (ASTM D6913) – 310 tests

• Atterberg Limit (ASTM D4318) – 400 tests

• Percent Passing No. 200 Sieve (ASTM D1140) – 620 tests

76

Service Order No. 2 311243 Page 8

• Laboratory Density of Soil (ASTM D7263) – 1,735 tests

• Unconfined Compression (ASTM D2166) – 588 tests

• Consolidated Undrained Triaxial Compression, 3 specimen tests (ASTM D4767) – 89 tests

• Unconsolidated-Undrained Triaxial Compression (ASTM D2850) – 177 tests

• One-Dimensional Consolidation (CRS) (ASTM D4186) – 47 tests

3. Provide final boring logs as the laboratory testing is completed per boring and submit under a Final Report.

A1.04 Engineering, Project Management, and Geotechnical Reports

1. Professional services to support PCCA Program or Project Management and/or coordination with USACE.

2. Conduct project meetings and participate in conference calls with PCCA and USACE staff, as required.

3. Prepare Draft and Final Geotechnical Reports that includes a description of the field exploration and laboratory tests, boring logs, sounding logs, and a discussion of the subsurface materials encountered. All field and laboratory test results will be included on the boring log or provided in the report. Reports shall include:

a. DMPA 1 b. DMPA 2 c. DMPA 3A d. DMPA 3B e. DMPA 6 f. DMPA 8 g. Channel Report (Borings B-61 through B-85) h. Channel Report (Borings B-86 through B-124)

4. Draft Geotechnical Reports shall be reviewed by a Texas Professional Engineer.

5. Final Geotechnical Reports shall be reviewed, signed, and sealed by a Texas Professional Engineer.

77

DATE: May 19, 2020

TO: Port Commission

FROM: Rosie Collin, Director of Community Relations / Communicationsrosie@pocca.com(361) 885-6115

SUMMARY: Staff seeks Port Commission approval to accelerate remaining consideration for 2020 Port Development Services Agreements with Economic Development Corporations and related entities (Corpus Christi Regional Economic Development Corporation, Robstown Improvement Development Corporation, Nueces County Development Commission, San Patricio Economic Development Corporation, and South Texas Military Facilities Task Force) for 2020. This item was approved by the Audit Committee on May 5, 2020.

BACKGROUND: The Texas Water Code allows the Port of Corpus Christi Authority to spend monies from the Promotion and Development Fund to pay expenses connected with any activity or matter incidental to the advertising, development, or promotion of the Port Authority or its ports, waterways, harbors, or terminals, or furthering the general welfare of the district and its facilities. Funding provided to these organizations from the PCCA’s Promotion and Development Fund is identified in the 2020 PCCA Budget. The following is a summary of Port Development Services Agreements for 2020 and the remaining balance owed on each Agreement:

Corpus Christi Regional Economic Development Corporation: Remaining balance for 2020 funding is $192,000 of the $320,000 Agreement consideration.

Robstown Improvement Development Corporation:Remaining balance for 2020 funding is $30,000 of the $50,000 Agreement consideration.

Nueces County Development Commission: Remaining balance for 2020 funding is $54,000 of the $90,000 Agreement consideration.

San Patricio Economic Development Corporation: Remaining balance for 2020 funding is $51,000 of the $85,000 Agreement consideration.

Approve Amendments to Accelerate Remaining Fees in2020 Port Development Services Agreements with Economic Development

Corporations and Related Entities (Recommendation of Audit Committee)

AGENDA MEMORANDUMPort Commission Meeting of May 19, 2020

78

Port CommissionersMay 19, 2020Page 2

South Texas Military Facilities Task Force:Remaining consideration of 2020 funding is $60,000 of the $75,000 Agreement consideration. ALTERNATIVES: Continue with scheduled quarterly payments.

CONFORMITY TO PORT POLICY: Strategic Goal 2: Be a Good Business and Community Partner

EMERGENCY: No.

FINANCIAL IMPACT: 2020 Budget for these Port Development Service EDCs and related entities remains the same. The financial impact is a lump sum payment of $387,000 which represents the remaining balance out of the budgeted amount of $620,000.

STAFF RECOMMENDATION: Staff recommends approval of amendments to the 2020 Port Development Services Agreements with Economic Development Corporations and related entities (CC Regional Economic Development Commission, Robstown Improvement Development Corporation, Nueces County Development Commission, San Patricio Economic Development Corporation, and South Texas Military Facilities Task Force) to accelerate the remaining unpaid balance of fees owed under each Agreement.

DEPARTMENTAL CLEARANCES:

Originating Department Rosie Collin, Community Relations

Reviewed & Approved Lynn Angerstein, ProcurementLegal Dane Bruun Senior Staff Omar Garcia

Kent BrittonClark RobertsonSean Strawbridge

LIST OF SUPPORTING DOCUMENTS:

First Amendment of Port Development Service Agreements for:Corpus Christi Regional Economic Development CorporationRobstown Improvement Development CorporationNueces County Development CommissionSan Patricio Economic Development CorporationSouth Texas Military Facilities Task Force

79

First Amendment of Port Development Services AgreementCorpus Christi Regional Economic Development Corporation

Page 1

FIRST AMENDMENT OF PORT DEVELOPMENT SERVICES AGREEMENT

This First Amendment of Port Development Services Agreement (the “Amendment”) is made effective as of May 19, 2020 (“Amendment Date” ) by and between the Port of Corpus Christi Authority (“Port”), a political subdivision of the State of Texas, operating as a navigation district pursuant to Article XVI, Section 59 of the Texas Constitution and the laws of the State of Texas, particularly, Chapters 60 and 62 of the Texas Water Code (the “Water Code”) and the Corpus Christi Regional Economic Development Corporation, a Texas non-profit corporation (“Provider”).

Whereas, the Port and the Provider entered into a Port Development Services Agreement effective January 1, 2020 (“Agreement”), under the terms of which the Provider agreed to provide the development services described in Development Services and Related Items attached to the Agreement as Exhibit A and Special Terms and Conditions attached to the Agreement as Exhibit B; and

Whereas, the Provider agreed to provide the services and related items described in Exhibit A and Exhibit B for the consideration described in Section 3 of the Agreement for the consideration described as follows; and

Whereas, the Provider now makes request of the Port, due to current Provider need and lack of available funding, to accelerate the remaining unpaid consideration of One Hundred Ninety-Two Thousand Dollars ($192,000) which represents the outstanding balance of consideration described in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants, rights, and obligations set forth herein and the benefits to be derived therefrom, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:

The funding required under this Agreement shall be accelerated to a lump sum payment of One Hundred Ninety-Two Thousand Dollars ($192,000) which represents the remaining consideration to be mailed to the Provider at its address specified in the Agreement.

Except as specifically amended hereby, all terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict between the terms and conditions of this Amendment and the terms and conditions of the Agreement, the terms and conditions of thisAmendment shall control.

This Amendment may be executed in multiple counterparts, each of which will be considered to be an original. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document. The Parties may provide signatures to this Amendment by facsimile or Adobe “.pdf” file and such facsimile or Adobe “.pdf” file signatures shall be deemed to be the same as original signatures.

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IN WITNESS WHEREOF, the Port and Provider, acting under the authority of their respective governing bodies, have caused this First Amendment to be executed by their duly authorized representatives on the dates set forth below, but effective for all purposes as of the Amendment Date.

PORT:

PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TEXAS

By:Sean StrawbridgeChief Executive Officer

Date:

PROVIDER:

CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION

By:Iain VaseyPresident & CEO

Date:

81

First Amendment of Port Development Services AgreementRobstown Improvement Development Corporation

Page 1

FIRST AMENDMENT OF PORT DEVELOPMENT SERVICES AGREEMENT

This First Amendment of Port Development Services Agreement (the “Amendment”) is made effective as of May 19, 2020 (“Amendment Date” ) by and between the Port of Corpus Christi Authority (“Port”), a political subdivision of the State of Texas, operating as a navigation district pursuant to Article XVI, Section 59 of the Texas Constitution and the laws of the State of Texas, particularly, Chapters 60 and 62 of the Texas Water Code (the “Water Code”) and the Robstown Improvement Development Corporation, a Texas non-profit corporation (“Provider”).

Whereas, the Port and the Provider entered into a Port Development Services Agreement effective January 1, 2020 (“Agreement”), under the terms of which the Provider agreed to provide the development services described in Development Services and Related Items attached to the Agreement as Exhibit A and Special Terms and Conditions attached to the Agreement as Exhibit B; and

Whereas, the Provider agreed to provide the services and related items described in Exhibit A and Exhibit B for the consideration described in Section 3 of the Agreement; and

Whereas, the Provider now makes request of the Port, due to current Provider need and lack of available funding, to accelerate the remaining unpaid consideration of Thirty Thousand Dollars ($30,000) which represents the outstanding balance of consideration described in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants, rights, and obligations set forth herein and the benefits to be derived therefrom, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:

The funding required under this Agreement shall be accelerated to a lump sum payment of Thirty Thousand Dollars ($30,000) which represents the remaining consideration to be mailed to the Provider at its address specified in the Agreement.

Except as specifically amended hereby, all terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict between the terms and conditions of this Amendment and the terms and conditions of the Agreement, the terms and conditions of thisAmendment shall control.

This Amendment may be executed in multiple counterparts, each of which will be considered to be an original. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document. The Parties may provide signatures to this Amendment by facsimile or Adobe “.pdf” file and such facsimile or Adobe “.pdf” file signatures shall be deemed to be the same as original signatures.

IN WITNESS WHEREOF, the Port and Provider, acting under the authority of their respective governing bodies, have caused this First Amendment to be executed by their duly authorized representatives on the dates set forth below, but effective for all purposes as of the Amendment Date. 82

First Amendment of Port Development Services AgreementRobstown Improvement Development Corporation

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PORT:

PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TEXAS

By:Sean StrawbridgeChief Executive Officer

Date:

PROVIDER:

ROBSTOWN IMPROVEMENT DEVELOPMENT CORPORATION

By:Ronald BerglundExecutive Director

Date:

83

First Amendment of Port Development Services AgreementNueces County Development Commission

Page 1

FIRST AMENDMENT OF PORT DEVELOPMENT SERVICES AGREEMENT

This First Amendment of Port Development Services Agreement (the “Amendment”) is made effective as of May 19, 2020 (“Amendment Date” ) by and between the Port of Corpus Christi Authority (“Port”), a political subdivision of the State of Texas, operating as a navigation district pursuant to Article XVI, Section 59 of the Texas Constitution and the laws of the State of Texas, particularly, Chapters 60 and 62 of the Texas Water Code (the “Water Code”) and the Nueces County Development Commission, a county industrial commission created pursuant to Chapter 381.001 of the Texas Local Government Code (“Provider”).

Whereas, the Port and the Provider entered into a Port Development Services Agreement effective January 1, 2020 (“Agreement”), under the terms of which the Provider agreed to provide the development services described in Development Services and Related Items attached to the Agreement as Exhibit A and Special Terms and Conditions attached to the Agreement as Exhibit B; and

Whereas, the Provider agreed to provide the services and related items described in Exhibit A and Exhibit B for the consideration described in Section 3 of the Agreement for the consideration described as follows; and

Whereas, the Provider now makes request of the Port, due to current Provider need and lack of available funding, to accelerate the remaining unpaid consideration of Fifty-FourThousand Dollars ($54,000) which represents the outstanding balance of consideration described in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants, rights, and obligations set forth herein and the benefits to be derived therefrom, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:

The funding required under this Agreement shall be accelerated to a lump sum payment of Fifty-Four Thousand Dollars ($54,000) which represents the remaining consideration to be mailed to the Provider at its address specified in the Agreement.

Except as specifically amended hereby, all terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict between the terms and conditions of this Amendment and the terms and conditions of the Agreement, the terms and conditions of thisAmendment shall control.

This Amendment may be executed in multiple counterparts, each of which will be considered to be an original. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document. The Parties may provide signatures to this Amendment by facsimile or Adobe “.pdf” file and such facsimile or Adobe “.pdf” file signatures shall be deemed to be the same as original signatures.

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First Amendment of Port Development Services AgreementNueces County Development Commission

Page 2

IN WITNESS WHEREOF, the Port and Provider, acting under the authority of their respective governing bodies, have caused this First Amendment to be executed by their duly authorized representatives on the dates set forth below, but effective for all purposes as of the Amendment Date.

PORT:

PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TEXAS

By:Sean StrawbridgeChief Executive Officer

Date:

PROVIDER:

NUECES COUNTY DEVELOPMENT COMMISSION

By:

Chairman of the Board

Date:

85

First Amendment of Port Development Services AgreementSan Patricio Economic Development Corporation

Page 1

FIRST AMENDMENT OF PORT DEVELOPMENT SERVICES AGREEMENT

This First Amendment of Port Development Services Agreement (the “Amendment”) is made effective as of May 19, 2020 (“Amendment Date” ) by and between the Port of Corpus Christi Authority (“Port”), a political subdivision of the State of Texas, operating as a navigation district pursuant to Article XVI, Section 59 of the Texas Constitution and the laws of the State of Texas, particularly, Chapters 60 and 62 of the Texas Water Code (the “Water Code”) and the San Patricio Economic Development Corporation, a Texas non-profit corporation (“Provider”).

Whereas, the Port and the Provider entered into a Port Development Services Agreement effective January 1, 2020 (“Agreement”), under the terms of which the Provider agreed to provide the development services described in Development Services and Related Items attached to the Agreement as Exhibit A and Special Terms and Conditions attached to the Agreement as Exhibit B; and

Whereas, the Provider agreed to provide the services and related items described in Exhibit A and Exhibit B for the consideration described in Section 3 of the Agreement; and

Whereas, the Provider now makes request of the Port, due to current Provider need and lack of available funding, to accelerate the remaining unpaid consideration of Fifty-OneThousand Dollars ($51,000) which represents the outstanding balance of consideration described in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants, rights, and obligations set forth herein and the benefits to be derived therefrom, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:

The funding required under this Agreement shall be accelerated to a lump sum payment of Fifty-One Thousand Dollars ($51,000) which represents the remaining consideration to be mailed to the Provider at its address specified in the Agreement.

Except as specifically amended hereby, all terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict between the terms and conditions of this Amendment and the terms and conditions of the Agreement, the terms and conditions of thisAmendment shall control.

This Amendment may be executed in multiple counterparts, each of which will be considered to be an original. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document. The Parties may provide signatures to this Amendment by facsimile or Adobe “.pdf” file and such facsimile or Adobe “.pdf” file signatures shall be deemed to be the same as original signatures.

IN WITNESS WHEREOF, the Port and Provider, acting under the authority of their respective governing bodies, have caused this First Amendment to be executed by their duly

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First Amendment of Port Development Services AgreementSan Patricio Economic Development Corporation

Page 2

authorized representatives on the dates set forth below, but effective for all purposes as of the Amendment Date.

PORT:

PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TEXAS

By:Sean StrawbridgeChief Executive Officer

Date:

PROVIDER:

SAN PATRICIO ECONOMIC DEVELOPMENT CORPORATION

By:Foster EdwardsExecutive Director

Date:

87

First Amendment of Port Development Services AgreementSouth Texas Military Facilities Task Force

Page 1

FIRST AMENDMENT OF PORT DEVELOPMENT SERVICES AGREEMENT

This First Amendment of Port Development Services Agreement (the “Amendment”) is made effective as of May 19, 2020 (“Amendment Date” ) by and between the Port of Corpus Christi Authority (“Port”), a political subdivision of the State of Texas, operating as a navigation district pursuant to Article XVI, Section 59 of the Texas Constitution and the laws of the State of Texas, particularly, Chapters 60 and 62 of the Texas Water Code (the “Water Code”) and the South Texas Military Facilities Task Force, a Texas non-profit corporation (“Provider”).

Whereas, the Port and the Provider entered into a Port Development Services Agreement effective January 1, 2020 (“Agreement”), under the terms of which the Provider agreed to provide the development services described in Development Services and Related Items attached to the Agreement as Exhibit A and Special Terms and Conditions attached to the Agreement as Exhibit B; and

Whereas, the Provider agreed to provide the services and related items described in Exhibit A and Exhibit B for the consideration described in Section 3 of the Agreement; and

Whereas, the Provider now makes request of the Port, due to current Provider need and lack of available funding, to accelerate the remaining unpaid consideration of Sixty Thousand Dollars ($60,000) which represents the outstanding balance of consideration described in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants, rights, and obligations set forth herein and the benefits to be derived therefrom, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:

The funding required under this Agreement shall be accelerated to a lump sum payment of Sixty Thousand Dollars ($60,000) which represents the remaining consideration to be mailed to the Provider at its address specified in the Agreement.

Except as specifically amended hereby, all terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict between the terms and conditions of this Amendment and the terms and conditions of the Agreement, the terms and conditions of thisAmendment shall control.

This Amendment may be executed in multiple counterparts, each of which will be considered to be an original. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document. The Parties may provide signatures to this Amendment by facsimile or Adobe “.pdf” file and such facsimile or Adobe “.pdf” file signatures shall be deemed to be the same as original signatures.

IN WITNESS WHEREOF, the Port and Provider, acting under the authority of their respective governing bodies, have caused this First Amendment to be executed by their duly

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First Amendment of Port Development Services AgreementSouth Texas Military Facilities Task Force

Page 2

authorized representatives on the dates set forth below, but effective for all purposes as of the Amendment Date.

PORT:

PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TEXAS

By:Sean StrawbridgeChief Executive Officer

Date:

PROVIDER:

UNITED CORPUS CHRISTI CHAMBER OF COMMERCE

By:John P. LaRuePresident & CEO

Date:

89

DATE: May 19, 2020

TO: Port Commission

FROM: Rosie CollinDirector of Community Relations and Communications

SUMMARY: Staff requests approval of the attached Second Amendment to the Port Development Services Agreement with United Corpus Christi Chamber of Commerce to provide additional services related to small business assistance and COVID-19 related impact recovery in the amount of $55,000. This item was reviewed by the Audit Committee and recommended for approval on May 5, 2020.

BACKGROUND: With the recent COVID-19 pandemic and other economic events, the benefactor base for many of the economic development and charitable organizations including the United Corpus Christi Chamber of Commerce has been severely affected. PCCA has a history of continuous annual support for organizations dedicated to economic development of this region. The Port Development Services Agreement for 2020 has been amended to include additional focus on representation of small business in the Coastal Bend and administration of a COVID-19 assistance and recovery program. These additional directed services will be funded from the Port’s P&D fund in the amount of $55,000.

ALTERNATIVES: None

CONFORMITY TO PORT POLICY: The project conforms to the PCCA’s Strategic Plan 2023 (Strategic Goal #3 – Provide Facilities and Services to Meet Customer Needs and Strategic Goal #6 – Cultivate the Workforce + Tools of the Future).

EMERGENCY: No.

FINANCIAL IMPACT: $55,000 from the P&D fund

STAFF RECOMMENDATION: Staff recommends approval of the Second Amendment of Port Development Services Agreement with United Corpus Christi Chamber of Commerce in the amount of $55,000.

Approve Second Amendment to the Port Development Services Agreement with United Corpus Christi Chamber of Commerce for Additional Services

related to small business and COVID-19 impact recovery for $55,000.(Recommend for approval by Audit Committee)

AGENDA MEMORANDUMAction Item for Port Commission Meeting of May 19, 2020

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Port CommissionMay 19, 2020Page 2

DEPARTMENTAL CLEARANCES:

Originating Department Community RelationsReviewed & Approved Rosie Collin

Lynn AngersteinLegal Dane BruunSenior Staff Sean Strawbridge

Omar GarciaKent Britton

LIST OF SUPPORTING DOCUMENTS:

Second Amendment of Port Development Services Agreement

91

Second Amendment of Port Development Services AgreementUnited Corpus Christi Chamber of Commerce

Page 1

SECOND AMENDMENT OF PORT DEVELOPMENT SERVICES AGREEMENT

This Second Amendment of Port Development Services Agreement (the “Amendment”) is made effective as of May 19, 2020 (“Amendment Date” ) by and between the Port of Corpus Christi Authority (“Port”), a political subdivision of the State of Texas, operating as a navigation district pursuant to Article XVI, Section 59 of the Texas Constitution and the laws of the State of Texas, particularly, Chapters 60 and 62 of the Texas Water Code (the “Water Code”) and the United Corpus Christi Chamber of Commerce, a Texas non-profit corporation (“Provider”).

Whereas, the Port and the Provider entered into a Port Development Services Agreement effective January 1, 2020 (“Agreement”), under the terms of which the Provider agreed to provide the development services described in Development Services and Related Items attached to the Agreement as Exhibit A and Special Terms and Conditions attached to the Agreement as Exhibit B; and

Whereas, the Provider agreed to provide the services and related items described in Exhibit A and Exhibit B for the consideration described in Section 3 of the Agreement for the consideration described as follows; and

Whereas, the Port and Provider entered into a First Amendment of Port Development Services Agreement (“First Amendment”) dated April 21, 2020, which accelerated the remaining balance of consideration described in the Agreement; and

Whereas, the Port now makes request of the Provider to provide additional developmentand related services, for a lump sum one-time payment of Fifty-Five Thousand Dollars ($55,000) to expand deliverables to assist with COVID-19 small business initiatives.

NOW, THEREFORE, for and in consideration of the mutual covenants, rights, and obligations set forth herein and the benefits to be derived therefrom, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:

A. Exhibit A of the Agreement is hereby amended by adding thereto the additional services described in Attachment A-2 to this Amendment.

B. Exhibit B of the Agreement is hereby amended by adding thereto the additional compensation described in Attachment B-2 to this Amendment.

The funding required under this Second Amendment shall be a lump sum payment one-time payment of Fifty-Five Thousand Dollars ($55,000) which will be mailed to the Provider at its address specified in the Agreement.

Except as specifically amended hereby, all terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict between the terms and conditions of this Amendment and the terms and conditions of the Agreement, the terms and conditions of thisAmendment shall control. 92

Second Amendment of Port Development Services AgreementUnited Corpus Christi Chamber of Commerce

Page 2

This Amendment may be executed in multiple counterparts, each of which will be considered to be an original. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document. The Parties may provide signatures to this Amendment by facsimile or Adobe “.pdf” file and such facsimile or Adobe “.pdf” file signatures shall be deemed to be the same as original signatures.

IN WITNESS WHEREOF, the Port and Provider, acting under the authority of their respective governing bodies, have caused this Second Amendment to be executed by their duly authorized representatives on the dates set forth below, but effective for all purposes as of the Amendment Date.

PORT:

PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TEXAS

By:Sean StrawbridgeChief Executive Officer

Date:

PROVIDER:

UNITED CORPUS CHRISTI CHAMBER OF COMMERCE

By:John P. LaRuePresident & CEO

Date:

93

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Page 3

ATTACHMENT A-2

DEVELOPMENT and RELATED SERVICES

Expanded services to assist with COVID-19 small business initiatives:

● Due to cuts in internal staffing and cancelling lobbying contract, Provider will take on a larger role in Provider’s advocacy program at the state and federal level to include an increase in travel. These advocacy efforts will include all issues important to Port and will be the focus of proposed Coastal Bend to DC trip now scheduled for September 2020.

● Provider will act as a voice for small business interests and support the small business community throughout the COVID-19 pandemic through information webinars and daily e-blasts including how to apply for PPP, EIDL, and other loan programs, public health, mental health, and business interruption insurance.

● Provider will administer a grant program to restore and reopen small businesses in the Coastal Bend affected by the COVID-19 shutdown through a simple online application to demonstrate a 25 percent loss in revenue. Qualified businesses in the City of Corpus Christi, Nueces County and San Patricio County would be awarded between $500 - $1000. Port logo will be included on all printed materials. Port Commissioners and Port staff will also be included all public relations surrounding the grant roll out and awards.

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Page 4

ATTACHMENT B-2

SPECIAL TERMS AND CONDITIONS

The funding required under this Second Amendment shall be a lump sum payment of Fifty-Five Thousand Dollars ($55,000) which represents the one-time consideration for additional deliverables to administer a grant program to restore and reopen small businesses in the Coastal Bend affected by the COVID-19 shutdown.

95

DATE: May 19, 2020

TO: Port Commission

FROM: Eric Giannamore, ChiefEric@pocca.com(361) 885-6195

SUMMARY: Staff recommends the award of a contract to Chris’s Marine Aransas Pass, Texas for the purchase and installation of three (3) 300 hp Mercury Sea Pro Outboard Boat Motors utilizing FEMA Port Security Grant Program (PSGP) Grant 19 funds which will require a 25% Port match of the $73,741 total or $18,435.25. This item was approved by the Security Committee on May 7, 2020.

BACKGROUND: In 2014 FEMA Port Security Grant Program, Grant 14 funds were utilized to purchase the existing three (3) Mercury Verrado outboard boat motors that are currently on the Port Police Department 31’ SAFE Boat. These motors purchased in 2016 have over 6500 hours of use. The existing Mercury outboard motors have become mechanically unstable, are out of warranty, and no longer dependable for the critical purpose they were intended. The bid for replacement equipment includes the installation of new engines, controls, harnesses and gauges that will provide a dependable, mechanically sound marine asset for use on Port PD SAFE Boat to provide security in PCCA marine environment and area of responsibility (AOR) for the Port Police Department. The PCCA received 2 responses to our Notice to Bidders. Chris’s Marine provided the lowest and best Bid in the amount of $73,741.

ALTERNATIVES: N/A

CONFORMITY TO PORT POLICY: This project supports both Strategic Goal 1: Be a Good Business + Community Partner, and Strategic Goal 3: Provide Facilities + Services to Meet Customer Needs.

EMERGENCY: No

Award contract to Chris’s Marine, the lowest and best bidder based on bids received on April 8, 2020, in the amount of $73,741, for the Purchase and

Installation of three (3) 300 hp Mercury Sea Pro Outboard Boat Motors as a component of FEMA Port Security Grant 19 Funds.

(Recommended by Security Committee)

AGENDA MEMORANDUMAction Item for Port Commission Meeting of May 19, 2020

96

Port CommissionMay 19, 2020Page 2

FINANCIAL IMPACT: This is a FEMA PSGP, Grant 19, Security Equipment Maintenance and Upkeep project with a required PCCA 25% Port match of the project total of $18,435.25 This investment is included as a 2020 budgeted project.Total project cost is $73,741.00

STAFF RECOMMENDATION: Staff recommends award of a contract to Chris’s Marine in the amount of $73,741 for the purchase of three (3) Mercury SeaPro outboard boat motors which includes installation and a 3-year commercial warranty.

DEPARTMENTAL CLEARANCES:

Originating Department Port PD

Reviewed & Approved Director Tom MylettLynn Angerstein

Legal Dane Bruun

Senior Staff Sean Strawbridge Clark Robertson

Kent Britton(Recommended by the Security Committee on May 7, 2020)

LIST OF SUPPORTING DOCUMENTS:

Bid Results

97

Chris's Marine X $18,402.00 75 $18,680.00 75 $18,559.00 75 $18,100.00 20 $73,741.00

Leader Motorsports & Marine LLC X $26,970.00 20 $27,235.00 20 $27,435.00 20 $18,464.66 20 $100,104.66

*Time of Delivery Not to Exceed 140 Calendar Days

Read By: Lynn AngersteinTabulated By: Melinda LiconChecked & Prepared By: Melinda LiconDate: April 8, 2020

Bid Item 2 - Total Bid for one (1) Mercury Sea Pro 300 XXL AMS engine 300" standard rotation

Bid Item 4 - Total Bid for installation, rigging and labor for all three outboard mortors

Bid Item 3 - Total Bid for one (1) Mercury Sea Pro 300 CXL AMS engine 25" counter rotation

Bid Item 4DBid Item 3C

Bid Item 1 - Total Bid for one (1) Mercury Sea Pro 300 XL AMS engine 25" standard roation

Company Name Addendum No 1

Calendar Days for Bid Item 3Bid Item 1A Bid Item 2B Total of All Bid Items

Calendar Days for Bid

Item 1

Calendar Days for Bid Item 2

BID TABULATION FORPURCHASE AND INSTALLATION OF OUTBOARD MOTORS

PROJECT NO. 20-503ABid Opening: April 8, 2020 at 2:00 PM

Calendar Days for Bid Item 4

8/12

98

DATE: May 19, 2020

TO: Port Commision

FROM: Natasha E. Fudge, P.E.Director of Engineering Services

Sonya Lopez-SosaChief of Program Management

Jacob Morales, P.E.Sr. Project Engineer

SUMMARY: Staff requests approval of a Change Order in the amount of $78,810 with Bartlett Cocke Beecroft JV (BCB) for various design modifications for the New Port Office Facility. The design modifications include work area professional distancing, modification of first floor space needed for additional PCCA staff use, additional displays within the building,and improving use of space in areas within the second and third floors.

BACKGROUND: New office building efforts were first initiated in 2017 when the PCCA engaged a consultant to evaluate employee space and functionality needs. This study led to development of the program of requirements that was included in the Request for Proposals for design-build services for a new port office facility. On August 21, 2018, the Port Commission awarded a design-build contract to BCB. At the beginning of 2020, the world was impacted by the COVID-19 pandemic, which resulted in unprecedented global changes to traditional business operations and work interactions. As a result, staff was tasked to explore warranted adjustments to the densely programmed office spaces to provide improved professional distancing for employees.

In addition, the new office building layout included a grouping of office spaces on the first floor that was initially allocated for the Coastal Bend Bays and Estuaries Program (CBBEP). As the CBBEP’s need for this area has now changed, staff will be repurposing this first floor area for PCCA employees.

Per executive staff direction, BCB was asked to provide a proposal for design services to evaluate and implement professional distancing of work spaces, reconfigure former CBBEPoffice area, revise select areas within the second and third floors to provide for a more efficient and better use of space, and add displays within executive staff and director offices.

Approve a Change Order in the amount of $78,810 with Bartlett Cocke Beecroft JV for various design modifications for the New Port Office Facility.(Discussed and recommended for approval by Facilities Committee on May 8, 2020)

AGENDA MEMORANDUMAction Item for Port Commission Meeting of May 19, 2020

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Port CommisionMay 19, 2020Page 2

The proposed Change Order was presented to the Facilities Committee on May 4, 2020 and was recommended to be presented to full Commission for approval. Staff subsequently continued negotiations with BCB and agreed upon a Change Order in the amount of $78,810; this revised Change Order amount was presented and reviewed with the Committee on May 8, 2020, again with recommendation to bring forward for approval at Commission.

ALTERNATIVES: An alternate would be to not explore or proceed with any or all of the individual building modifications included in the proposed Change Order.

CONFORMITY TO PORT POLICY: The project conforms to the PCCA’s Strategic Plan 2023 (Strategic Goal #3 – Provide Facilities and Services to Meet Customer Needs and Strategic Goal #6 – Cultivate the Workforce + Tools of the Future).

EMERGENCY: No. However, should PCCA desire to reconfigure respective areas in the future, the cost and schedule impacts to on-going building construction activities anddisruption to PCCA administrative operations will be substantially greater.

FINANCIAL IMPACT: This project was included in the Engineering Department’s approved 2020 budget for Property and Buildings projects.

STAFF RECOMMENDATION: Staff recommends approval of the attached Change Order with Bartlett Cocke Beecroft JV in an amount not to exceed $78,810 for various design modifications, including work area professional distancing and other related design improvements for the New Port Office Facility.

DEPARTMENTAL CLEARANCES:

Originating Department Engineering ServicesReviewed & Approved Natasha Fudge

Sonya Lopez-SosaJacob Morales

Legal Used standard Change Order templateSenior Staff Sean Strawbridge

Clark Robertson Kent Britton

LIST OF SUPPORTING DOCUMENTS:

Change Order

100

CHANGE ORDER

Change Order No. 7 May 19, 2020 Page 1 of 1 PROJECT: New Port Office Facility PROJECT NUMBER: 14-036B CONTRACTOR: Bartlett Cocke Beecroft, A Joint Venture ************************************************************************************

This contract is modified to include the changes listed below, and the contract price and/or contract time will be changed to reflect these modifications:

Additional design services for various building modifications, which generally include work area professional distancing, modification of first floor space needed for additional PCCA staff use, additional displays within the building, and improving use of space in areas within the second and third floors in accordance with Contractor’s proposal dated May 7, 2020.

Increase in Contract Price: $ 78,810.00 Increase in Contract Time: 0 days ************************************************************************************ Original Contract Amount: $ 23,000,000.00 Total Amount of Previous Change Orders: $ 801,147.00 Amount of this Change Order: $ 78,810.00 Revised Contract Amount: $ 23,879,957.00

Notice to Proceed Date: August 27, 2018 Original Contract Time: 765 days Previous Changes in Contract Time: 86 days Calendar Days for this Change Order: 0 days Revised Contract Time: 851 days Required Completion Date: December 25,2020 ************************************************************************************ The change in contract price incorporates all costs for this Change Order including but not limited to the following—direct and indirect costs, overhead, profit, insurance, bonds, labor, materials, equipment, supervision, and delays. This Change Order is accepted and executed by the Port of Corpus Christi Authority and Contractor as signed by their duly authorized representatives below.

Port of Corpus Christi Authority Contractor By: _________________________________ By: ________________________________ Jacob Morales, P.E. Sam N. Beecroft Sr. Project Engineer Managing Partner By: _________________________________ Date: _____________________

Natasha E. Fudge, P.E. Director of Engineering Services

Date:

101

DATE: May 19, 2020

TO: Port Commission

FROM: Sarah Garzasarah@pocca.com(361) 885-6163

SUMMARY: Staff recommends approval of a First Amendment to 2020 Development Services Agreement for Coastal Bend Bays & Estuaries Program (CBBEP) to accelerate remaining balance of consideration owed under the Development Services Agreement and a rental option increase for an additional year lease in Wells Fargo Building. The amount to be paid to CCBEP under the First Amendment is $122,508.38.

BACKGROUND: The Texas Water Code allows the Port of Corpus Christi Authority to spend monies from the Promotion and Development Fund to pay expenses connected with any activity or matter incidental to the advertising, development, or promotion of the Port Authority or its ports, waterways, harbors, or terminals, or furthering the general welfare of the district and its facilities. The CBBEP provides services to the Port Authority, promotes the development of the Port Authority and its waters and facilities, and sponsors activities that advertise and promote the Port Authority. PCCA pays this organization for their services and assistance in promoting the development of the Port of Corpus Christi Authority in accordance with the terms of the Development Services Agreement. The CBBEP governing board includes one Port representative.

ALTERNATIVES: N/A

CONFORMITY TO PORT POLICY: This item conforms to Strategic Plan Goal #5 (Be An Environmental Leader). Strategic Objective (Engage Environmental Community Proactively), Action Item 1 (Promote Environmental Leadership Message Continuously).

EMERGENCY: N/A

Approve First Amendment to Accelerate Remaining Consideration and Rental Option Increase in the form of a Lump Sum Payment to Coastal Bend Bays & Estuaries Program 2020 Port Development Services Agreement in the amount

of $122,508.38 (Recommendation of Audit Committee)

AGENDA MEMORANDUMAction Item for Port Commission Meeting of May 19, 2020

102

Port CommissionMay 19, 2020Page 2

FINANCIAL IMPACT: $2,508.38 which coincides with a pro-rated rental increase due to a one-year extension of the current five-year lease CBBEP has at Wells Fargo until such time as PCCA can provide office space again at a Port facility. The lump sum payment of $120,000 represents the remaining balance of the 2020 budgeted Port Development Services Agreement amount with CBBEP of $160,000.00.

STAFF RECOMMENDATION: Staff recommends approval of First Amendment to Port Development Services Agreement with Coastal Bend Bays and Estuaries Program.

DEPARTMENTAL CLEARANCES:

Originating Department: Environmental Planning & ComplianceReviewed & Approved Sarah Garza

Lynn AngersteinLegal Dane Bruun Senior Staff Clark Robertson

Omar GarciaKent BrittonSean Strawbridge

LIST OF SUPPORTING DOCUMENTS:

First Amendment to 2020 Development Services Agreement

103

104

105

DATE: May 19, 2020

TO: Port Commission

FROM: Beatriz Rivera, Environmental Engineerbrivera@pocca.com(361) 885-6639

Sarah L. Garza, Director of Environmental Planning & Compliancesarah@pocca.com(361) 885-6163

SUMMARY: Staff recommends approval of Service Order No. 6 in an amount not to exceed of $134,703 with Mott MacDonald, under Master Service Agreement No. 18-03, for consulting services to conduct wetland and aquatic vegetation surveys on the Port’s submerged property along the northwest shoreline of Corpus Christi Bay.

BACKGROUND: Creation of new habitat and/or restoration and enhancement of existing habitat is typically required when permitting a project that will have impacts to habitat in another area. Identifying appropriate mitigation can be a long lead item with permitting because of the need for proximity to the project location, cost associated with creation of a permitted mitigation site, and construction timeline for the proposed project. A wetland mitigation bank can be an appropriate solution, however, there are not currently mitigation bank options within the Corpus Christi area. Staff has previously identified and presented to the Long Range Planning Committee, the use of Port submerged propertyin Corpus Christi Bay as suitable for creation of habitat when such mitigation is needed to offset project impacts. This property is along the northwest shoreline from Indian Point to La Quinta. Creation and improvement of habitat in this area will provide shoreline protection during storm surge events and increased wave action.

In order to advance the availability of these habitat projects for permit mitigation purposes, it is necessary to evaluate the existing condition of the area to build upon. In the fall and spring of 2019, Dr. Jennifer Pollack with the Texas A&M – Harte Research Institute, coordinated and conducted a study to evaluate and predict oyster recruitment in this area. The scope of this service order is to conduct a terrestrial waters and wetlands delineation, a submerged aquatic vegetation survey and an Annual High Tide (AHT) and Mean High Water (MHW) elevation survey of the Corpus Christi Bay shoreline in Portland, Texas

AGENDA MEMORANDUMAction Item for Port Commission Meeting of May 19, 2020

Approve Service Order No. 6 in the amount of $134,703 with Mott MacDonald, under Master Service Agreement No. 18-03, for consulting services to conduct

a wetland and aquatic vegetation surveys on the Port’s submerged property along the northwest shoreline of Corpus Christi Bay.

106

Port CommissionMay 19, 2020Page 2

near the La Quinta Ship Channel. The data from both studies will then be utilized to develop an overall concept for mitigation and potential smaller projects that provide building blocks of the larger concept.

ALTERNATIVES: Not applicable.

CONFORMITY TO PORT POLICY: This conforms to the Port’s Strategic Plan 2023, Strategic Goal 4, to Be an Environmental Leader, Objective 5 to Develop a decision support tool to 1. Identify + 2. Prioritize habitat restoration and/or creation projects.

EMERGENCY: Not applicable.

FINANCIAL IMPACT: The cost of this project is $134,703. The scope of work aids in creating mitigation projects for future proposed development but does not commit the Port to future habitat creation projects.

STAFF RECOMMENDATION: Staff recommends approval of Service Order No. 6 in the amount not to exceed of $134,703 with Mott MacDonald, under Master Service Agreement No. 18-03, for consulting services to conduct wetland and aquatic vegetation surveys on the Port’s submerged property along the northwest shoreline of Corpus Christi Bay.

DEPARTMENTAL CLEARANCES:

Originating Department Environmental Planning & ComplianceReviewed By Sarah Garza

Beatriz RiveraYvonne Dives-Gomez

Legal Dane BruunSenior Staff Sean Strawbridge

Clark Robertson

LIST OF SUPPORTING DOCUMENTS:

Service Order No.6 with Mott MacDonald

107

Attachment One – Service Order 311243 Page 1

SERVICE ORDER

PORT OF CORPUS CHRISTI AUTHORITY

OF NUECES COUNTY, TEXAS

MASTER SERVICES AGREEMENT NO. 18-03

PROJECT NAME: Wetland and Aquatic Vegetation Surveys

PROJECT NO. 19707A

SERVICE ORDER NO. 6

COMMENCEMENT DATE: May 19, 2020

This Service Order is executed by and between the Port of Corpus Christi Authority of

Nueces County, Texas (“PCCA”) and Mott MacDonald, LLC (“Engineer”). PCCA and Engineer

agree that all of the Services authorized by this Service Order shall be subject to the terms and

conditions of PCCA’s Master Services Agreement No. 18-03 between PCCA and Engineer, as

amended (“Agreement”). Upon execution of this Service Order, the Agreement shall be

incorporated into and be considered part of this Service Order as if set forth herein in its entirety.

Any capitalized terms in this Service Order that are not defined herein shall have the meanings

given to them in the Agreement. If there is any inconsistency between the terms of this Service

Order and the terms of the Agreement, the terms of this Service Order will control.

Engineer will provide the Services described in the Services of Engineer below in

connection with the Specific Project described below.

Description of Specific Project:

The project involves conducting a terrestrial waters and wetlands delineation, a submerged aquatic

vegetation survey and an Annual High Tide (AHT) and Mean High Water (MHW) elevation

survey of the Corpus Christi Bay shoreline in Portland, Texas near the La Quinta Ship Channel.

The submerged aquatic vegetation survey and AHT/MHW elevation survey includes an area of

approximately 1,569 acres of open water, along approximately 28,000 linear feet (5.3 miles) of

shoreline. The terrestrial waters and wetlands delineation and habitat characterization include a

survey area of approximately 50-acres of shoreline.

Services of Engineer (Scope of Services)

A. The specific services to be provided or furnished by Engineer under this Service

Order are:

Task 1: Review Existing Site Information

Engineer will review the existing site information, including recent and historical aerial

photography, U.S. Fish and Wildlife Service (USFWS) National Wetlands Inventory

(NWI) Maps, U.S. Geological Survey (USGS) topographic maps, the USGS Geological

Survey National Hydrography Data (NHD) Set, U.S. Department of Agriculture (USDA)

Natural Resources Conservation Service (NRCS) Soils Data, and Federal Emergency

108

Attachment One – Service Order 311243 Page 2

Management Act (FEMA) Floodplain Maps will be reviewed to assess current site

conditions prior to conducting the waters and wetlands delineation and habitat

characterization.

Task 2: Conduct terrestrial waters and wetlands delineation and habitat

characterization

Engineer will perform a waters and wetlands delineation and habitat characterization of

approximately 1,569-acres of open water and approximately 50-acres of shoreline. The

waters and wetlands delineation will be performed in accordance with the 1987 U.S.

Army Corps of Engineers (USACE) Wetland Delineation Manual and the Atlantic and

Gulf Coastal Plain Regional Supplement. Locations and boundaries of potential

jurisdictional waters and wetlands will be identified and recorded using Global

Positioning System (GPS) equipment in accordance with USACE's Standard Operating

Procedures (SOP) for Recording and Submitting Jurisdictional Delineations Using GPS

and Global Information Systems (GIS) Tools and Technologies.

Task 3: Conduct submerged aquatic vegetation survey and habitat

characterization

Engineer will conduct a submerged aquatic vegetation survey within the 1,569-acre

utilizing 200 foot wide transects, beginning at the project shoreline and extending

waterward to a depth of approximately 4 feet NAVD 88. The survey will be completed

utilizing a modified point intercept method. This surveying method includes a field

team walking each transect and recording the edges of seagrass and species type with

a GPS unit (sub-meter accuracy). Should seagrass extend deeper than 4-foot NAVD

88, a boat and captain, will be utilized to locate the edge of seagrass in deeper water

depths. Upon completion of field work, GPS data taken during the field survey will be

utilized to map boundaries of submerged aquatic vegetation using recent aerial photos

and GIS software.

Task 4: Conduct Annual High Tide and Mean High Water Line Elevation Survey

Engineer will conduct a survey to determine the Annual High Tide (AHT) and Mean

High Water (MHW) line elevations along the approximately 28,000 linear feet of

shoreline within the project area. The AHT/MHW elevation survey will establish the

USACE’s lateral extent of Federal jurisdiction over tidal traditional navigable waters

of the U.S. subject to Section 404 of the Clean Water Act (CWA) and Sections 10 of

the Rivers and Harbors Act of 1899 (RHA).

Task 5: Prepare a Draft Report with Results of the Submerged Aquatic

Vegetation Survey, Waters and Wetlands Delineation, and Habitat

Characterization

109

Attachment One – Service Order 311243 Page 3

Once field work is complete, a draft report outlining results of the submerged aquatic

vegetation survey, waters and wetlands delineation, and habitat characterization will

be developed and provided to PCCA for review and comments. The report will contain

a map showing the delineated waters, wetland and aquatic habitats location boundaries

and associated GPS coordinates.

Geospatial data of all sample locations will be provided in one or more of the following

formats/files: ESRI ArcGIS shapefile (*.shp, *.shx, and *.dbf), ArcGIS geodatabase file

(*.mdb,*.gdb), comma separated values file (*.csv). Raw data, copies of physical field

books, and digital data collector files will be included in addition to any processed data

along with corresponding metadata for each. A minimum of latitude and longitude will

be provided in State Plan Zone 5 Zone 5426 FIPS 4205 TX-South projection. If a

different projection is used, information regarding the Horizontal Projection and/or

Coordinate system details will be needed, along with Vertical Datum information.

All layers and database files that are created and are deemed the deliverable, also known

as the finished product, at the end of the initial data collection process and post analysis

from said field data collections, and must, at a minimum, fulfill the requirements of the

default metadata standards set forth in ArcMap or ArcMap Pro (title, summary,

description, tags, citation, date field data was collected).

Task 6. Prepare a Final Report with Results of the Submerged Aquatic Vegetation

Survey, Waters and Wetlands Delineation, and Habitat Characterization

Engineer will prepare a final report detailing results of the submerged aquatic

vegetation survey, waters and wetlands delineation, and habitat characterization.

Comments from PCCA resulting from review of the draft report will be included in the

final report that is submitted.

Expected Deliverables

• Draft Wetland Delineation and Seagrass and Aquatic Survey Report

• Final Wetland Delineation and Aquatic Survey Report

B. Resident Project Representative (RPR) Services: Not Applicable

C. Designing to a Construction Cost Limit: Not Applicable

D. Other Services: Not Application

PCCA's Responsibilities

PCCA shall have those responsibilities set forth in Section 5.01 of the Agreement.

Service Order Schedule

The parties shall meet the following schedule:

110

Attachment One – Service Order 311243 Page 4

Party Action Schedule

Engineer Review existing site information Within 7 days of the

Commencement Date of the

Service Order.

Engineer Conduct field work associated with

submerged aquatic vegetation

survey, AHT/MHW elevation

surveys, and terrestrial waters and

wetlands delineation, and habitat

characterization

Within 10 days of the

Commencement Date of the

Service Order

Engineer Furnish [1] review copy of the

draft report and draft report

phase deliverables to PCCA

Within 2 weeks

following completion

of field work.

PCCA Submit comments regarding draft

report and draft report phase

deliverables to Engineer

Within 7 days of receipt of

draft report and draft report

phase deliverables from

Engineer

Engineer Furnish [1] copy of the final

report and final report phase

deliverables to PCCA

Within 5 days of the receipt of

PCCA’s comments regarding

the final report and other final

report phase deliverables.

Should PCCA not return comments and/or instructions in the time listed in the schedule,

the Engineer’s schedule for subsequent items will be extended by the same number of days

by which PCCA comments or instructions exceed the scheduled review with no further

recourse by the Engineer against PCCA.

Method of Compensation

A. PCCA shall pay Engineer for services rendered under this Service Order using the

following method of compensation: Standard Hourly Rates plus Reimbursable

Expenses with a Ceiling Price.

B. If this is an Hourly Rates Service Order, the Ceiling Price for this Service Order is

$134,703.00.

C. The estimated amount of compensation payable for each category of services

rendered under this Service Order is as follows:

111

Attachment One – Service Order 311243 Page 5

Description of Service Amount

Task 1: Review Existing Site Information $2,832

Task 2: Conduct terrestrial waters and wetlands delineation and

habitat characterization

$7,644

Task 3: Conduct submerged aquatic vegetation survey and habitat characterization

$105,055

Task 4: Conduct Annual High Tide (AHT) and Mean High

Water (MHW) line elevation surveys

$1,260

Task 5: Prepare Draft Report with results of the submerged

aquatic vegetation survey, terrestrial waters and wetlands

delineation, AHT and MHW elevation surveys, and habitat

characterization

$16,792

Task 6: Prepare Final Report with results of the submerged

aquatic vegetation survey, waters and wetlands delineation, and

habitat characterization

$1,120

ESTIMATED TOTAL COMPENSATION $134,703

D. The terms of payment are set forth in Article 4 of the Agreement.

Consultants retained or that will be retained as of the Commencement Date of the Service

Order: Not Applicable

Other Modifications to the Agreement or the Exhibits to the Agreement: Not Applicable

Attachments to this Service Order: The location of this work is along the Portland, Texas

shoreline in the Corpus Christi Bay and near the La Quinta Channel. The special aquatics

vegetation survey will include a survey of approximately 1,569-acres of open water and the

wetland assessment includes the survey of approximately 50-acres of shoreline. See project area

boundaries in Attachment A.

Documents (other than the Agreement) Incorporated by Reference: Not Applicable

Terms and Conditions

Execution of this Service Order by PCCA and Engineer shall make it subject to the terms

and conditions of the Agreement (as modified above), which Agreement is incorporated

by this reference. Engineer is authorized to begin performance upon its receipt of a copy

of this Service Order signed by PCCA.

[Signature page follows this page]

112

Attachment One – Service Order 311243 Page 6

IN WITNESS WHEREOF, each Party has executed this Service Order effective for all

purposes as of the Commencement Date.

PCCA: Engineer:

Port of Corpus Christi Authority Mott MacDonald, LLC

of Nueces County, Texas

By: By:

Name: Sean C. Strawbridge Name: Rick Walker

Title: Chief Executive Officer Title: Executive Vice President

Date Signed: Date Signed:

Address for giving notice: Address for giving notice:

222 Power Street 711 N. Carancahua Suite 1610

Corpus Christi, Texas 78401 Corpus Christi Tx 78401

Attention: Director of Environmental Planning

and Compliance

PCCA’s Designated Representative: Engineer’s Designated Representative:

Yvonne Dives-Gomez ______________

Title: Environmental Permitting Specialist Title: _______________________________

Phone Number: 361-885-6606 Phone Number: ____________

E-Mail Address: ydives-gomez@pocca.com E-Mail Address: _______________________

May 12, 2020

Chermaine Koester

Senior Project Manager

361-815-4157

Chemaine.Koester@mottmac.com

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ATTACHMENT A

© 2020 Microsoft Corporation © 2020 DigitalGlobe ©CNES (2020) Distribution Airbus DS

Potential Habitat Mitigation Areas near La Quinta

DISCLAIMER: This exhibit is not to be used for legal, engineering, or land surveying purposes.

PCCA Submerged Lands

114

DATE: May 19, 2020

TO: Port Commission

FROM: Eric Battersbyebattersby@pocca.com(361) 885-6222

SUMMARY: Staff is seeking Port Commission approval of Amendment No. 2 to the Crane Purchase Contract with Liebherr USA, Co. to include an Extended Liebherr Service Package for a period of one year with the option to extend the service package an additional two (2) years at a rate of $20.90 per operation hour and 2,000 hours per year.

BACKGROUND: The Liebherr LPS 550 arrived at the Bulk Terminal in December 2019 and assembly of the new multi-purpose crane took place throughout January and February 2020. The previous gantry crane has been decommissioned, demolished and removed leaving the LPS 550 as the multi-purpose ship unloading crane capable of handling both dry bulk commodities and break-bulk vessels up to 70,000 DWT. The crane has a one-year warranty in place. In order to keep this asset in optimal operating condition, the PCCA requested Liebherr provide a Service Agreement Proposal. The proposal presented has a tiered service package from a Basic Service Package to an Extended Liebherr Service Package. The Extended Liebherr Service Package provides the highest level of maintenance and a Liebherr Service Engineer to perform the periodic maintenance based on a 500-operation hour schedule.

ALTERNATIVES: Perform maintenance by staff or other means

CONFORMITY TO PORT POLICY: This service request conforms to the PCCA Strategic Plan 2023 (Strategic Goal #3 – Provide Facilities and Services to Meet Customer Needs).

EMERGENCY: No

FINANCIAL IMPACT: Estimate $48,000 per year with option for up to three (3) year service package not to exceed $150,000 for the Preferred Extended Liebherr Service Package.

AGENDA MEMORANDUMAction Item for Port Commission Meeting of May 19, 2020

Approve Amendment No. 2 to Crane Purchase Contract with Liebherr USA, Co. to include Extended Liebherr Service Package for a period of one year with the

option to extend the service package an additional two (2) years at a rate of $20.90 per operation hour and 2,000 hours per year.

(Discussed and recommend for approval by LRP Committee on May 7, 2020)

115

Port CommissionMay 19, 2020Page 2

STAFF RECOMMENDATION: Staff recommends approval of Amendment No. 2 to the Crane Purchase Contract with Liebherr USA, Co. to include an Extended Liebherr Service Package for a period of one year with the option to extend the service package an additional two (2) years with an estimated cost of $48,000 per year at a rate of $20.90 per operation hour and 2,000 hours per year.

DEPARTMENTAL CLEARANCES:

Originating Department Bulk Terminal Facility

Reviewed & Approved Eric Battersby, Manager Bulk TerminalTony MacDonald

Procurement Lynn AngersteinLegal Reviewed by Dane BruunExecutive Staff Clark Robertson

Kent BrittonSean Strawbridge

LIST OF SUPPORTING DOCUMENTS:

Amendment No. 2 to Crane Purchase Contract

116

1

AMENDMENT NO. 2TO

CRANE PURCHASE CONTRACTBETWEEN PORT OF CORPUS CHRISTI AUTHORITY AND

LIEBHERR USA, CO. MCCTEC DIVISION – MARITIME CRANESPROJECT NO. 17-521A

This Amendment No. 2 to Crane Purchase Contract (the “Amendment”) is made effective as of April 21, 2020 (“Amendment Date”) by and between the Port of Corpus Christi Authority of Nueces County, Texas, a navigation district operating under Article XVI, Section 59 of the Texas Constitution (“Authority”), and Liebherr USA, Co. MCCTEC Division – Maritime Cranes(“Seller”). Authority and Seller are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, Authority and Seller entered into a Crane Purchase Contract dated September 18, 2018, in connection with the purchase of One (1) Liebherr portal slewing crane (the “Contract”); and

WHEREAS, the Crane was delivered and a Certificate of Completion (Hand Over Report)was executed on February 25, 2020; and

WHEREAS, the Authority and Seller have agreed to amend the Contract to include an extended “Liebherr” Service Package customized to the specific location, operational needs, operation hours, and other additional relevant factors specific to the Authority; and

WHEREAS, capitalized terms in this Amendment shall have the meaning given to them in the Contract, except as provided herein.

NOW, THEREFORE, for a good and valuable consideration, the Parties hereby agree to amend the Contract as follows:

A. Extended “LIEBHERR” Service Package LPS 550

This package is designed to assist the local maintenance team on a regular basis with the maintenance tasks, individual problems and questions that arise on a daily operating basis. It includes regular scheduled maintenance according to the maintenance manual, labor and parts. Additionally, it includes all Liebherr designed lubricants guaranteeing highest level of performance as those are designed for crane operations especially.

Following items will be included:

- Scheduled regular maintenance every 500h up to 2000h;- All incurred expenses for regular maintenance (e.g. travel cost, hotel cost, per-

diem, rental car, etc.);- All needed lubricants (excluding hydraulic oil) for regular scheduled maintenance

up to 2000h;- All needed service parts (e.g. filters, o-rings, gaskets) for regular scheduled

117

2

maintenance up to 2000h;- Shipping cost for lubricants and service parts;- Completed inspection report with recommendations, open items, any deficiencies,

tasks to be performed, etc.;- Recommended spare parts list / offer;- Assistance with local stock, review and analysis, recommendations;- Evaluation of maintenance team based on support during inspections;- Phone/Email troubleshooting support during normal working hours;- Extended support through emergency hotline 24/7;- MDE read out and support / evaluation after each inspection; and- Oil sample analysis reports review / comments assistance.

Estimated Crane time out of service:

- No more than 1 week per attendance

Not included:

- hydraulic oil change;- any additional visits;- any equipment needed as forklift, man lift, heavy tools, etc.;- arranging for lubricants to be taken to/on the crane;- disposal of old lubricants and filters;- filling pumps; and- tools as needed to handle lubricants on site (drums, etc.).

Ensure crane availability, one operator to be available as well as one maintenance person with tools as pre-conditions for a successful service visit. Occurred standby time will be invoiced at additional cost.

Operating manual, technical information book / schematics as well as spare parts book to be available for Liebherr service engineer.

Extended LIEBHERR Service Package for 3-years

USD $20.90 per operation hour, per crane

Annual Cost Estimate $48,000

B. This Amendment shall be binding on the successors and assigns of the Parties.

C. Except as specifically amended hereby, all terms and conditions of the Contract shall remain in full force and effect. In the event of any conflict between the terms and conditions of this Amendment and the terms and conditions of the Contract, the terms and conditions of this Amendment shall control.

D. This Amendment may be executed in multiple counterparts, each of which

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3

will be considered to be an original. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document. The Parties may provide signatures to this Amendment by facsimile or Adobe “.pdf” file and such facsimile or Adobe “.pdf” file signatures shall be deemed to be the same as original signatures.

In Witness Whereof, each Party has caused this Amendment to be executed by its duly authorized representative effective for all purposes as of the Amendment Date.

PORT OF CORPUS CHRISTI AUTHORITYOF NUECES COUNTY, TEXAS

By:Sean StrawbridgeChief Executive Officer

Date: ___________________________________

LIEBHERR USA, CO. MCCTEC DIVISION –MARITIME CRANES

By: Helmut DeutschDivisional Director

Date: ___________________________________

LIEBHERR USA, CO. MCCTEC DIVISION –MARITIME CRANES

By: Patrick BertschHead of Customer Service

Date: ___________________________________

119

DATE: May 19, 2020

TO: Port Commission

FROM: Brenda ReedHuman Resources Directorreed@pocca.com(361) 885-6177

SUMMARY: Staff is seeking Port Commission approval for additional funds for Temporary Employment Services in an amount not to exceed $175,000 to allow for the continued use of onsite temporary employees until the end of the 1st contract period which is September 14, 2020.

BACKGROUND: Staff prepared an RFP for the selection of up to three Temporary Employment Agencies to provide qualified and competent temporary personnel upon request by PCCA for employee absence, temporary skill shortage, seasonal workload or special assignment or project. During the period of September 15, 2019 through April 30, 2020 an estimated $280,000 has been expended. This request for additional funds will allow for continued onsite temporary employees which includes (1) Risk Management Administrative Assistant, (1) Payroll Assistant in Payroll, (1) Electronic Records Clerk in Accounting, (1) Hillcrest Real Estate Specialist and (5) Maintenance Department generalworkers and employee temperature and screening services conducted by certified medical professionals.

ALTERNATIVES:

CONFORMITY TO PORT POLICY: Yes – Strategic Objective #6 Cultivate the Workforce

EMERGENCY: No.

FINANCIAL IMPACT: $175,000 estimated expense

STAFF RECOMMENDATION: Staff recommends approval for additional funds for Temporary Employment Services in an amount not to exceed $175,000 for the continued

Approve Additional Funds for Temporary Staffing Needs Port-wide and Related to the Hillcrest Voluntary Real Estate Acquisition and Relocation

Program and Employee Temperature and Screening Services in an Amount Not to Exceed $175,000

AGENDA MEMORANDUMAction Item for Port Commission Meeting of May 19, 2020

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Port CommissionMay 19, 2020Page 2

use of onsite temporary employees until the end of the 1st contract period which is September 14, 2020.

DEPARTMENTAL CLEARANCES:

Originating Department Human Resources

Reviewed & Approved Brenda ReedLynn Angerstein

Legal Dane BruunSenior Staff Kent Britton

Clark RobertsonOmar GarciaSean Strawbridge

LIST OF SUPPORTING DOCUMENTS: None

121

329874v3 1 Authority Resolution Approving Purchase of 2.36 Acres

RESOLUTION APPROVING A REAL ESTATE SALES CONTRACT BETWEEN THE PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,

TEXAS, AS PURCHASER, KWM INVESTMENTS, LTD AS SELLER, AND AUTHORIZING THE EXECUTION OF THE

CONTRACT AND RELATED CLOSING DOCUMENTS WHEREAS, KWM Investments, Ltd. (“Seller”) is the owner of 2.36 acres of land, more or less out of the Block 8 Palm Park Addition to the City of Corpus Christi, Nueces County, Texas, which is more particularly described in Exhibit A attached hereto (“Property”); and WHEREAS, the Port Commission of the Port of Corpus Christi Authority of Nueces County, Texas (“PCCA”), has considered a Real Estate Sales Contract (“Contract”) for the purchase of the Property at this meeting; and WHEREAS, the Property is currently the subject of an Industrial Hazardous Waste Corrective Action before the Texas Commission on Environmental Quality (“TCEQ”) (“TCEQ Corrective Action”); and WHEREAS, PCCA’s staff recommends approval of the Contract. NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION THAT: USection 1.U The purchase of the Property from Sellers in accordance with the terms and conditions of the Contract in substantially the form presented to this meeting (the “Transaction”) is hereby approved upon the condition that the Contract contain a provision conditioning PCCA’s obligation to close upon the Seller providing PCCA with a no further action letter issued by the TCEQ with respect to the TCEQ Corrective Action no later than one year from the date of this resolution. USection 2.U The Chairman, the Chief Executive Officer, and the Chief Financial Officer are each hereby severally authorized and directed, for and on behalf of PCCA, to close the Transaction pursuant to and in accordance with the terms and conditions of the Contract without any further actions or approvals by the Port Commission. USection 3.U In connection with the closing of the Transaction the Chairman, the Chief Executive Officer, and the Chief Financial Officer are each hereby severally authorized and directed, for and on behalf of PCCA, to execute and deliver the following documents after the legal form of such documents has been approved by PCCA’s counsel: (i) closing statement and any other documents required by the title company in order to close the Transaction; and (ii) any other documents or certificates necessary to close the Transaction. USection 4.U The Chairman, the Chief Executive Officer, and the Chief Financial Officer are each hereby severally authorized and directed to execute, attest, seal, and deliver any and all additional certificates, documents, affidavits, or other papers and to do any and all things he deems necessary to close the Transaction and to carry out the intent and purposes of this Resolution. USection 5.U This Resolution is hereby adopted by the Port Commission on May 19, 2020. 122

EXHIBIT A

329874v3 2 Authority Resolution Approving Purchase of 2.36 Acres

DESCRIPTION

2.36 ACRES

NUECES COUNTY, TEXAS

All of Block Eight (8), PALM PARK Addition, a Subdivision of the City of Corpus Christi, Texas, as shown by the map or plat thereof recorded in Volume 5, Page 3, Map Records of Nueces County, Texas, to which reference is here made for all pertinent purposes.

SAVE AND EXCEPT, HOWEVER, that (i) portion of said lot conveyed to the State of Texas by Ada Rogers Wilson, et al, by Deed dated March 10, 1961, recorded May 16, 1961, in Document No. 576140, Volume 294, Page 636, Deed Records of Nueces County, Texas.

SAVE AND EXCEPT, HOWEVER, that portion of said lot conveyed to The City of Corpus Christi, by Deed dated on or about May 21, 2009, recorded in Document No. 2009019828

Said 2.36 Acres is more particularly described by metes and bounds in Exhibit “A” to that certain Special Warranty Deed dated December 8, 2009, from Hertz Equipment Rental Corporation to KWM Investments, Ltd. Recorded under document no. 2009049367 of the Official Public Records of Nueces County, Texas.

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DATE: May 19, 2020

TO: Port Commission

FROM: Sarah L. Garza, Director of Environmental Planning & Compliancesarah@pocca.com(361) 885-6163

SUMMARY: Adopt a Resolution approving the placement of the intake structure for the future desalination plant proposed for Harbor Island in the Gulf of Mexico.

BACKGROUND: In 2018, the Port of Corpus Christi Authority (Port) began pursuing regulatory permits for desalination facilities on two Port-owned properties. From the onset, this action was intended to accelerate establishment of an uninterruptable water supply to sustain continued community and industrial growth. Regarding the location and design of those facilities, the Port’s prioritized site selection and facility design and has incorporated best available science and technology to minimize environmental impacts.

As part of the planning and permitting process, Port staff identified technological best practices in the field of desalination and have engaged local scientists at the University of Texas Marine Science Institute and at Texas A&M University – Corpus Christi’s Harte Research Institute. After doing so, Port staff concluded that there is not enough available information at this time to quantify the cumulative effects of a desalination intake structure in the Corpus Christi Ship Channel (Ship Channel) at Harbor Island. Specifically, predictive modeling to evaluate direct impacts to larval fish—which use the Ship Channel in high numbers at different times of the year to reach habitats in the bay system—cannot be completed within a time frame that would inform the permitting and development process for a desalination facility. Therefore, Port staff have concluded that the environmentally conservative approach to desalination at Harbor Island is to locate the intake structure offshore in the Gulf of Mexico.

Port staff continues to work with the local scientific community to develop new predictive modeling of larval fish movements to inform future planning and design of maritime infrastructure.

The Port is also in the process of permitting the discharge for a desalination plant at Harbor Island and has confirmed through modeling that a combination of diffuser technology and the high flow rate in the Ship Channel would effectively negate impacts

Adopt a Resolution approving the placement of the intake structure for the future desalination plant proposed for Harbor Island in the Gulf of Mexico.

AGENDA MEMORANDUMAction Item for Port Commission Meeting of May 19, 2020

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Port CommissionMay 19, 2020Page 2

for a facility of the size proposed at Harbor Island. As such, the Port intends to complete the permitting of a desalination discharge using diffuser technology in the Ship Channel at Harbor Island. Currently, the draft permit is undergoing a contested case hearing for which the preliminary hearing has been set by the State Office of Administrative Hearings for July 9, 2020 as a virtual hearing.

ALTERNATIVES: Not applicable.

CONFORMITY TO PORT POLICY: This conforms to the Port’s Strategic Plan 2023, Strategic Goal 4, to Be an Environmental Leader, Strategic Objective 8 (Establish minimum of one new standard port-wide (including users) on at least two environmental precepts per year) and Strategic Goal 2, to Be a Good Business + Community Partner.

EMERGENCY: Not applicable.

FINANCIAL IMPACT: There is no direct financial impact associated with this resolution. However, there will be additional future costs associated with extending the piping for the intake structure to the Gulf of Mexico.

STAFF RECOMMENDATION: Staff recommends adoption of the resolution approving the placement of the intake structure for the future desalination plant proposed for Harbor Island in the Gulf of Mexico.

DEPARTMENTAL CLEARANCES:

Originating Department Environmental Planning & ComplianceReviewed By Sarah GarzaLegal Jimmy Welder

Dane BruunBaker Wotring

Senior Staff Sean StrawbridgeClark Robertson

LIST OF SUPPORTING DOCUMENTS:

Resolution approving the placement of an intake structure for the proposed desalination plant at Harbor Island in the Gulf of Mexico

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RESOLUTION APPROVING THE PLACEMENT OF AN INTAKE STRUCTURE FOR THE PROPOSED DESALINATION PLANT AT HARBOR ISLAND

IN THE GULF OF MEXICO

WHEREAS, the Port of Corpus Christi of Nueces County, Texas (“Authority”) has endeavored to obtain the long lead permits for a desalination plant that would be located at Harbor Island to bring potable water to Nueces and San Patricio Counties in order to promote ahealthy local economy and environment and provide drinking water to areas that have suffered repeated drought conditions;

WHEREAS, the Authority has determined that property at Harbor Island is suitable for locating a future desalination plant;

WHEREAS, a permit application was submitted to the Texas Commission on Environmental Quality (“TCEQ”) on March 7, 2018 for the discharge associated with a proposed 50 million gallon a day desalination permit at Harbor Island and which was declared administratively complete on June 26, 2018;

WHEREAS, the TCEQ has offered a draft Texas Pollutant Discharge Elimination System Permit No. WQ0005253000 (“TPDES permit”) for the Authority’s request and is currently progressing the draft permit application for approval through a contested case hearing;

WHEREAS, as part of the planning and permitting process, Port staff have identified technological best practices in the field of desalination and have engaged local scientists at the University of Texas Marine Science Institute and at Texas A&M University – Corpus Christi’s Harte Research Institute; and

WHEREAS, Port staff have concluded that there is not enough available information at this time to quantify the cumulative effects of a desalination intake structure in the Corpus Christi Ship Channel (Ship Channel) at Harbor Island, such that, predictive modeling to evaluate direct impacts to larval fish—which use the Ship Channel in high numbers at different times of the year to reach habitats in the bay system—cannot be completed within a time frame that would inform the permitting process to support the City in developing a desalination facility.

NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TEXAS, THAT:

Section 1. The Port Commission hereby finds and determines that it is necessary and advisable that the environmentally conservative approach to desalination in this location is to locate the intake structure offshore in the Gulf of Mexico.

Section 2. The Chairman, the Vice Chairman, the Secretary, and the Chief Executive Officer are each hereby severally authorized and directed to execute, attest, seal and deliver any and all additional certificates, documents or other papers and to do any and all things deemed necessary to carry out the intent and purpose of this Resolution.

Section 3. This Resolution is hereby adopted by the Port Commission on May 19, 2020.126