Waterfront Communications, LLC December 3, 2008

1. Waterfront Communications, LLCDecember 3, 2008 Proposed Re-Development Plan For Central Business District of Corpus Christi, TX

2. Waterfront Communications, LLC forms internal task force to examine potential for redevelopment and revitalization of Central Business District, specifically Leopard Street, to a vibrant, pedestrian and visitor-friendly office, dining and retail district, currently a blighted area in the Community Renewal District. Proposed Re-Development of Central Business District

3. Proposed Re-Development of Central Business District Current Condition of Waco Street, Leopard Street, surrounding areas of 1024 Leopard Street

4. Proposed Creation of Central Garden District • Begin with 1024 Leopard Street, incorporate green space in back of building for courtyard, flowering “fence” around parking lot; trees and plantings in front, total rehab of exterior to include architectural details, local artist murals, and updates to attract retail/office tenant mix. Proposed Exterior Rehab of 1024 Leopard

5. Proposed Creation of Central Garden District • Complete renovation of Courthouse Square, seek options on neighboring Grossman theater, vacant buildings, and those for sale, including Braslau’s Furniture, and Caribbean Connection. Estimated budget for acquisition: $1.5- $2M. • Seek Main Street Rehabilitation Grant with U.S. Dept. of Housing & Urban Development, seek grant with U.S. Dept. of Energy to create green space and solar-power new acquisitions. • Central Garden District to serve CURRENT occupants of City Hall, County Courthouse and Uptown Financial District within walking distance. Proposed Renovation of Grossman Theater

6. March 2007:Toured 1024 Leopard Street, formerly Wolfson Furniture, as the first of a number of potential acquisitions in the Central Business District. Building used by Mr. Maury Wolfson as offices for Block Realty which contained a single curio cabinet with jewelry and personal office furniture as well as a counter used to receive rental payments from Block Realty’s tenants. At no time did I nor my staff view any retail furniture for sale. Mr. Wolfson ceased operations as a furniture store in March, 2006, a full year prior to our tour of the building. (See attached Caller Times’ articles of Sept. 20 & 21, 2006, and attached Going Out of Business Advertising TV Schedule with KZTV)

7. Acquisition of 1024 Leopard Street • June – September, 2007. Waterfront Communications, LLC reviews construction remodeling needs with 5 major general contractors in Corpus Christi, receiving final estimates at $110,000 for façade and interior remodeling of entire building. • October 15, 2007. Company receives loan approval for the Acquisition and Remodel of 1024 Leopard Street. • January 25, 2008. Waterfront Communications, LLC closes and acquires 1024 Leopard Street for $230,000. • February 4, 2008. Company engages Jim Boggs, City Architect, to design interior remodel and façade plans. Many subsequent meetings held with Boggs to receive designs for building. • August 15, 2008. Company receives final draft of interior remodel plans from Jim Boggs and David Walker, subcontracted architect, engaged by Boggs without Waterfront Communications, LLC direct knowledge. Company pays $10K for interior remodel plans to David Walker, subcontracted architect. • August 16, 2008. Company engages Trinity Contractors, LLC for remodel of 1024 Leopard.

8. Final Interior Floor Plan 1024 Leopard

9. Acquisition of 1024 Leopard St.Timeline of Discussion with City Staff • August 28, 2008: Company applies for Demolition permit from City. • September 11, 2008: Company applies for permit for remodel of 1024 Leopard. Permit is promised, in writing, by the City for September 20, 2008. Building permit receipt states Parking Requirement as 5 spaces. • September 24, 2008: Permit for remodel is issued at 9:30pm after many calls by Trinity Contractors, LLC, and Waterfront Communications, LLC. Five (5) reviews by Development Services personnel are completed between 4 pm and 9:30pm on that date. • Late September, 2008: Several calls between Andrew Dimas @ Dev. Services and Company, as well as Irma Caballero and Jay Reining to discuss parking issues and tax abatement. • City Development Services staff has several telephone conferences during September and October with Company principals, assuring principals that parking ordinances will not be a problem or inhibit the issuance of Certificate of Occupancy.

10. Acquisition of 1024 Leopard Street Timeline of Discussion with City Staff • October 20, 2008:Company meets with Irma Caballero, Emily Martinez, Jay Reining and Andrew Dimas, Development Services, to discuss parking ordinances and tax abatement. Company is informed that no tax abatement during construction period will be granted, as Company didn’t apply prior to Oct. 1, 2007. Company DID NOT OWN building until January 25, 2008 and applied, as instructed, for tax abatement prior to October 1, 2008. In January, 2008, ad valorem property tax on 1024 Leopard Street tripled to over $6800 per year from approximately $2200 per year. Attendees @ meeting discussed several ways to avoid additional expense to the Company for additional parking. Irma suggested a Special Permit for the entire building for 6 months, until Development Services could draft a proposal for the ZBA/City Council to change the boundaries of the B-6 zoning district from its current west boundary (ending at Carancahua Street) to extend through the Central Business District to the Crosstown Expressway along the Leopard Corridor. ZBA Hearing is scheduled for November 19, 2008.

11. Remodel of 1024 Leopard Street • November 18, 2008: ZBA Hearing for parking relief for project is rescheduled to December 3 at City Staff request. Company explains Certificate of Occupancy must be received no later than December 15, as Company current office lease will expire on Dec. 31, and space has been leased to new tenant by current landlord. • November 25, 2008: Company learns that no permits were ever issued for building renovation on 1024 Leopard since 1927. Wolfson disclosed to Company during negotiation phase that he added approximately 2000 square feet of showroom space and the men’s restroom since the 1950s. At no time prior to closing, did he disclose the presence of asbestos and structural damage to the building and in fact, warranted in the Commercial Real Estate Contract between the parties that such conditions DID NOT exist.

12. Development of 1024 Leopard Street Timeline of Discussion with City Staff • October 20 – November 24, 2008. City Staff, Bob Nix, Angel Escobar, various Council members and Company have many telephonic and in-person meetings and tours of the building. City Staff vows to uphold the B-5 zoning ordinance, and Company explains the lack of ADA compliance, asbestos and general structural failures of the building has increased the construction budget for the project to over $300,000, more than DOUBLE the original, budgeted costs. • Company explains the current rental rate the Central Business District (CBD) can bear is no more than $1.15 per square foot. With the additional reconstruction costs, it will be nearly impossible for the project to be profitable for many years, as those costs cannot be supported by increased tenant rental rates in the blighted area of the CBD. • Company maintains throughout each meeting that adequate on-street parking exists, and points out the lack of enforcement/compliance with B-5 Zoning parking requirements by neighboring businesses, including Templo Trinidad, Caribbean Connection and others on Waco Street. Minimum of 30 public, non-metered spaces exist on Waco Street, with dozens more, metered spaces on Leopard Street.

13. Photos of Existing Parking Conditions

14. City Findings Report • November 26, 2008.Bob Nix and staff in Development Services submit incomplete report to Company recommending the upholding of the current B-5 parking requirements, increasing Company’s burden of operating expense and costs substantially. “Anecdotal” information on parking lots for lease in the area is referenced, without any hard data, contacts or additional information for Company’s use. • Company submits two affidavits to City to refute City findings that a “retail store” was operated in 1024 Leopard Street until Company’s acquisition in January, 2008. • December 2, 2008:A final City recommendation report for today’s meeting is emailed to Company at 5:35pm.

15. Waterfront Communications, LLC Rebuttal To City Recommendation • Adequate public parking exists in Central Business District, and on lot of 1024 Leopard to sustain current and future tenants. RTA bus service exists along Leopard Street, with a bus stop within 700 feet of building. Company will provide 1 parking space on site to each proposed tenant suite. Tenants will be directed to additional parking space for lease in the immediate area, at their own expense and the liability of the lot owner. • Leasing or acquisition of more land to accommodate additional parking will place undue hardship on Company in additional operating expense for rental/mortgage and insurance premiums to cover tenants’ parking of their vehicles in those lots.

16. Waterfront Communications, LLC Rebuttal To City Recommendation • City’s failure to require acquisition of leased parking when use of building changed from Wolfson Furniture to Block Realty in March, 2006 from 9 spaces to 30 spaces may be seen as favoritism toward former owners of 1024 Leopard Street or conversely, discrimination against Company, whose principal is a minority, local developer and business owner. • City’s failure to enforce Federal mandates for ADA accessibility, construction permit requirements and penalties for construction code violations by former owners forced Company to incur undue expense and hardship and caused the budget to swell to over $300,000. • City’s failure to address ADA accessibility issues on Waco and Leopard Streets has caused the Company additional expense to upgrade sidewalks to accommodate its handicapped guests and employees.

17. Conclusion • Waterfront Communications, LLC respectfully requests: 1. Denial, in its entirety, of the City Staff recommendation to increase the parking requirement for 1024 Leopard Street to 30 parking spaces, and issuance of a full Certificate of Occupancy for the entire building. Company will maintain the 9 spaces for private, off-street parking on its lot for tenant/guest use. This action by ZBA will in effect “grandfather” the Company with the same advantages the former owners enjoyed with respect to required parking. 2. Review of the ZBA of the entire B-5 Zone boundaries, and/or revision of current code to allow for future development in the Central Business District. 3. Formation of a Task Force populated with City staff, ZBA members, business owners, developers and private citizens to address developer relationships with City, and, to recommend urban planning for blighted areas of the City needing revitalization. 4. Review and simplification of the ordinance code language for ease of use by developers and business owners alike.