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Home My WebLink AboutAgenda Packet City Council - 10/26/201011:45 A.M. - Proclamation declaring November 6, 2010 as "Journey to Health Day" Proclamation declaring the week of October 31 — November 7, 2010 as "White Ribbon Against Pornography Week" Proclamation declaring the month of November 2010 as "Pancreatic Cancer Awareness Month" Presentation from Texas Dept. of Transportation (TxDOT) for Click It or Ticket Program Certificate of Commendation: Presentation to Daniel Plunkett, H. & H. Towing AGENDA CITY OF CORPUS CHRISTI REGULAR COUNCIL MEETING CITY HALL - COUNCIL CHAMBERS 1201 LEOPARD ST. CORPUS CHRISTI, TEXAS 78401 OCTOBER 26, 2010 12:00 P.M. PUBLIC NOTICE - THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. Members of the audience will be provided an opportunity to address the Council at approximately 4:00 p.m., or the end of the Council Meeting, whichever is earlier. Please speak into the microphone located at the podium and state your name and address. Your presentation will be limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Si Listed desea dirigirse al Concilio y tree que su ingles as limitado, habra un interprete ingles- espanol err todas las juntas del Concilio para ayudarle. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. A. Mayor Joe Adame to call the meeting to order. B. Invocation to be given by Pastor Neil Winchester, Pulse Fellowship. C. Pledge of Allegiance to the Flag of the United States. D. City Secretary Armando Chapa to call the roll of the required Charter Officers. Mayor Joe Adame Mayor Pro Tern Mark Scott Council Members: Chris N. Adler City Manager Angel R. Escobar Brent Chesney City Attorney Carlos Valdez Larry Elizondo, Sr. City Secretary Armando Chapa Kevin Kieschnick Priscilla Leal John Marez Nelda Martinez Agenda Regular Council Meeting October 26, 2010 Page 2 CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) E. MINUTES: 1. Approval of Regular Meeting of October 19, 2010. (Attachment # 1) F. BOARDS & COMMITTEE APPOINTMENTS: (NONE) G. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed; may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance; or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting; such agendas are incorporated herein for reconsideration and action on any reconsidered item. H. CONSENT AGENDA Notice to the Public The following items are of a routine or administrative nature. The Council has been furnished with background and support material on each item, and /or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. CONSENT MOTIONS. RESOLUTIONS, ORDINANCES AND ORDINANCES FROM PREVIOUS MEETINGS: (At this point the Council will vote on all motions, resolutions and ordinances not removed for individual consideration.) 2. Resolution authorizing the City Manager or his designee to execute an lnteriocal Agreement with Nueces County, Texas to allow for Nueces County to secure goods and services under a disaster recovery contract competitively procured by the City of Corpus Christi. (Attachment # 2) Agenda Regular Council Meeting October 26, 2010 Page 3 3. 4. CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) a. Motion authorizing the City Manager or his designee to accept supplemental grant funding in the amount of $27,933 from the Executive Office of the President, Office of National Drug Control Policy, to support the Police Department's role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area. (Attachment # 3) b. Ordinance appropriating $27,933 in the No. 1061 Police Grants fund from the Executive Office of the President, Office of National Drug Control Policy to support the Police Department's role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area. (Attachment # 3) c. Motion authorizing the City Manager or his designee to accept supplemental grant funding in the amount of $33,000 from the Executive Office of the President, Office of National Drug Control Policy, to support the Police Department's role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area. (Attachment # 3) d. Ordinance appropriating $33,000 in the No. 1061 Police Grants fund from the Executive Office of the President, Office of National Drug Control Policy to support the Police Department's role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area. (Attachment # 3) e. Motion approving the purchase of 700/800 MHZ radios and accessories from Dailey & Wells Communications, of San Antonio, Texas based on sole source for a total expenditure of $60,406.36. Funds are available through the Houston High Intensity Drug Trafficking Area grant. (Attachment # 3) a. Resolution authorizing the City Manager or his designee to execute all documents necessary to accept a $20,987 grant awarded by the Corporation for National and Community Service for Retired and Senior Volunteer Program (RSVP). (Attachment # 4) Agenda Regular Council Meeting October 26, 2010 Page 4 5. CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) b. Ordinance appropriating a $20,987 grant from the Corporation for National and Community Service in the No.1067 Parks and Recreation grants fund for the Retired and Senior Volunteer Program. (Attachment # 4) a. Resolution authorizing the City Manager or his designee to execute all documents necessary to accept a $275,007 grant awarded by the Corporation for National and Community Service for the Senior Companion Program. (Attachment # 5) b. Ordinance appropriating a $275,007 grant from the Corporation for National and Community Service in the No.1067 Parks and Recreation grants fund for the Senior Companion Program. (Attachment # 5) 6. Motion authorizing the City Manager or his designee to execute documents necessary to purchase sculpture created by artist Jack Gron for a work of permanent art created in aluminum and bronze and authorize disbursement of $26,205.85 from the Bond Fund No. 3340 for such purchase. (Attachment # 6) 7. Resolution authorizing the City Manager or his designee to submit a grant application to the U.S. Department of Housing and Urban Development, Office of Public and Indian Housing, in the amount of $250,000 for a two -year Choice Neighborhoods Initiatives Round 1 Planning Grant to support the development of a Comprehensive Transformation Plan for the target area bounded by Morgan, South Port, Agnes and Crosstown, also known as Census Tract 10, with a 5% city match requirement and to execute all related documents. (Attachment # 7) 8. Motion authorizing the City Manager or his designee to execute an agreement with the Corpus Christi Arts and Culture Alliance, Inc. to receive the FY 2010 -2011 council salary funds not receivable by Council Member John Marez in support of the programs provided by the Alliance member organizations for arts and culture programs in the City of Corpus Christi. (Attachment # 8) Agenda Regular Council Meeting October 26, 2010 Page 5 CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) 9. Motion authorizing the City Manager or his designee to approve procuring consulting services from Citagus Software of Duluth, Georgia to upgrade PeopleSoft Financials software to version 9.0 for an amount not to exceed $150,000. (Attachment # 9) 10. Ordinance amending the Code of Ordinances, City of Corpus Christi, Chapter 2 to revise the membership of the Arts and Cultural Commission from 17 members to 9 members, and combine the music, dance, drama membership categories into new performing arts category. (Attachment # 10) 11. Second Reading Ordinance - Abandoning and vacating a 29,774- square foot portion (0.684 acres) of an undeveloped and unsurfaced 55 -foot wide dedicated public right -of -way (Paxton Street), out of the Navigation Industrial Park, said public right of way being located north of the Agnes Street public street right - of -way; subject to compliance with the specified conditions. (First Reading — 10/19/10) (Attachment # 11) 12. Second Reading Ordinance - Abandoning and vacating a 25,774 - square foot portion (0.59 acres) of an undeveloped and unsurfaced 20 -foot wide dedicated public right -of -way, out of the Flour Bluff and Encinal Farm and Garden Tracts, Section 31, Lot 11, said public right of way being located just south of the Williams Drive public street right -of -way; subject to compliance with the specified conditions. (First Reading — 10/19/10) (Attachment # 12) 13. Second Reading Ordinance - Authorizing the City Manager or his designee to execute a ten (10) year lease with Foresight Corpus Christi Golf, LLC with options to renew for an additional ten (10) year term, and then an additional five (5) year term, for the use of Gabe Lozano, Sr. Golf Course and Oso Beach Golf Course for annual rental payments of one -half of net cash flow from operations; providing for publication. (First Reading — 09/28/10) (Attachment # 13) EXECUTIVE SESSION: PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into Agenda Regular Council Meeting October 26, 2010 Page 6 CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) executive session on the following matters. In the event the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing the executive session will be publicly announced by the presiding office. 14. Executive session under Texas Government Code Section 551.071 regarding fire collective bargaining negotiations, with possible discussion and action in open session. 15. Executive session under Texas Government Code Section 551 .071 regarding In re the Complaint of Mercury Air Center — Corpus Christi, Inc. d.b.a. Atlantic Aviation, Complainant — against- City of Corpus Christi, Respondent, pursuant to Part 16 of the Federal Aviation Regulations. J. PUBLIC HEARINGS: (NONE) K. REGULAR AGENDA CONSIDERATION OF MOTIONS, RESOLUTIONS, AND ORDINANCES: 16. Resolution relating to establishing the City's intention to reimburse itself in an amount not to exceed $75,000,000 for the prior lawful expenditure of funds from the proceeds of tax - exempt or taxable obligations to be issued by the City for authorized purposes relating to constructing improvements to the City's Combined Utility System; authorizing matters incident and related thereto; and providing an effective date. (Attachment # 16) 17. a. Ordinance rescinding, canceling, and terminating an ordinance previously adopted on June 22, 2010 by the City Council authorizing the issuance of "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2010"; providing an effective date. (Attachment # 17) b. Motion authorizing the appointment of M.E. Allison as Financial Advisor; Frost Bank as Senior Manager; and Coastal Securities, Inc., Hutchinson, Shockey, Erley & Company, Sterne Agee, and Stifel Nicolaus & Co., Inc. as Co- Managers for the City of Corpus Christi, Texas Utility Revenue Refunding Bonds, Series 2010. (Attachment # 17) Agenda Regular Council Meeting October 26, 2010 Page 7 18. 19, CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) c. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2010" in an amount not to exceed $112,800,000; making provisions for the payment and security thereof on a parity with certain currently outstanding obligations; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of the bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a Paying Agent /Registrar Agreement, an Escrow and Trust Agreement, and a Purchase Contract; complying with the requirements imposed by the Letter of Representations previously executed with the Depository Trust Company; delegating the authority to the Mayor and certain members of the City Staff to execute certain documents relating to the sale of the Bonds; and providing an effective date. (Attachment # 17) a. Ordinance appropriating $1,598,710.96 of anticipated revenues from the Texas Department of Transportation in Fund No. 3530 for the Americans with Disabilities Act (ADA) Sidewalk Accessibility Improvements along Staples Street from Louisiana Avenue to Six Points and Water Street from Coopers Alley to IH 37 project; changing the FY 2010 Capital Improvement Budget adopted by Ordinance No. 028449 to increase appropriations by $1,598,710.96. (Attachment # 18) b. Motion authorizing the City Manager, or his designee, to execute a construction contract with IHS Construction, Inc. of Corpus Christi, Texas in the amount of $1,998,388.70 for Americans with Disabilities Act (ADA) Sidewalk Accessibility Improvements along Staples Street from Louisiana Avenue to Six Points and Water Street from Coopers Alley to IH 37 for the Total Base Bid Part A and Part B. (BOND ISSUE 2004) (Attachment # 18) a. First Reading Ordinance - Amending Sections 36 -8 and 36- 10, Code of Ordinances, City of Corpus Christi, to prohibit camping on the Beach, known as either "Corpus Christi Beach" or "North Beach," located on land leased from the General Land Office, and establishing a curfew on portions Agenda Regular Council Meeting October 26, 2010 Page 8 CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) of "Corpus Christi Beach" or "North Beach" that are adjacent to residential properties; providing for penalties; and providing for publication. (Attachment # 19) b. First Reading Ordinance - Amending Section 36 -8(c), Code of Ordinances, City of Corpus Christi, by deleting paragraph (1), which authorized camping in designated areas of Corpus Christi Beach Park and making a few editorial corrections; providing for penalties; and providing for publication. (Attachment # 19) 20. First Reading Ordinance — Amending Section 3 -1 of Chapter 3 of the Code of Ordinances, entitled "Putting up Placards, etc., in Public Places ", by revising the section to update the language, include presumptions as to the person that placed the sign, and to broaden the exceptions from prosecution stated in the Section; providing for penalties; and providing for publication. (Attachment # 20) L. PRESENTATIONS: Public comment will not be solicited on Presentation items. 21. Proposed Joint Artificial Reefing Project between the City of Corpus Christi, Texas Parks and Wildlife, and Saltwater - Fisheries Enhancement Association (SEA) (Attachment # 21) M. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 4:00 P.M., OR AT THE END OF THE COUNCIL MEETING, WHICHEVER IS EARLIER. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. IF YOU PLAN TO ADDRESS THE COUNCIL DURING THIS TIME PERIOD, PLEASE SIGN THE FORM AT THE REAR OF THE COUNCIL CHAMBER, GIVING YOUR NAME, ADDRESS AND TOPIC. (A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary.) PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: Agenda Regular Council Meeting October 26, 2010 Page 9 CITY COUNCIL PRIORITY ISSUES (Refer to legend at the end of the agenda summary) 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. N. CITY MANAGER'S COMMENTS: (NONE) O. ADJOURNMENT: POSTING STATEMENT: This agenda was posted on the City's official bulletin board at the front entrance to City Hall, 120.1 Leopard Street, at a, (5" p.m., on October 21, 2010. COUVUIAOLO lei' 3 Armando Chapa -11 City Secretary NOTE: The City Council Agenda can be found on the City's Home Page at www.cctexas.com on the Thursday before regularly scheduled council meetings. If technical problems occur, the agenda will be uploaded on the Internet by the Friday. Symbols used to highlight action Items that implement council goals are on attached sheet. SUPPLEIVIENTAL AGENDA REGULAR COUNCIL MEETING CITY OF CORPUS CHRISTI, TEXAS CITY HALL -COUNCIL CHAMBERS 1201 LEOPARD ST. OCTOBER 26, 2010 12:00 P.M. PUBLIC NOTICE is hereby given pursuant to Texas Open Meetings Act of the following addition to the agenda of the City Council to be considered at the above meeting: EXECUTIVE SESSION: 15.1 Executive session under Texas Government Code Section 551.071 regarding police collective bargaining negotiations, with possible discussion and action in open session. POSTING STATEMENT: This supplemental agenda was posted on the City's official bulletin board at the front entrance to City Hall, 1201 Leopard Street, at ~ ~ 0 ~p.m., October 22, 2010. ~-/ Armando papa City Secretary City Council Goals 2010 -2011 Is 411 V 01 00,0,1:; Ellr,OIJ Bayfront and Downtown Initiatives Complete Utility Master Plans Conservation and Recycling Education Plan Comprehensive Economic Development Approach Street Improvement Plan Development Process Improvement Mary Rhodes Pipeline Phase II Water Plan Safe and Healthy Community Initiatives (Gang, Graffiti, and Physical Health Emphasis) Support Continued Military Presence I PRESENT Mayor Pro Tem Mark Scott Council Members: Chris Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla Leal John Marez Nelda Martinez ABSENT Mayor Joe Adame MINUTES CITY OF CORPUS CHRISTI, TEXAS Regular Council Meeting October 19, 2010 - 12:00 p.m. City Staff: City Manager Angel R. Escobar City Attorney Carlos Valdez City Secretary Armando Chapa Mayor Pro Tem Scott called the meeting to order in the Council Chambers of City Hall. The invocation was delivered by Rabbi Kenneth D. Roseman with Congregation Beth Israel and the Pledge of Allegiance to the United States flag was led by Council Member Elizondo. City Secretary Chapa called the roll and verified that the necessary quorum of the Council and the required charter officers were present to conduct the meeting. Mayor Pro Tem Scott called for approval of the minutes of the regular Council meeting of October 12, 2010. A motion was made and passed to approve the minutes as presented. * * * * * * * * * * ** Mayor Pro Tem Scott called for consideration of the consent agenda (Items 2 - 9). Mr. Abel Alonzo requested that Item 2 be pulled for individual consideration. City Secretary Chapa polled the Council for their votes as follows: 3. MOTION NO. 2010 -248 Motion approving the lease- purchase of approximately 6,405 curbside collection containers from Schaefer Systems International, Charlotte, North Carolina for the total amount of $298,420.50. The award is based on the cooperative purchasing agreement with the Houston - Galveston Area Council of Governments (H -GAC). The containers will be used in the City's automated collection program. Funds for the lease- purchase of the curbside collection containers will be provided through the City's lease- purchase financing program. The foregoing motion was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. 4. ORDINANCE NO. 028803 Ordinance appropriating $29,850.60 from the Radio System Capital Replacement Reserve Fund, amending the FY 2010 -2011 budget, adopted by Ordinance No. 028683 to increase appropriations by $29,850.60 in the Fund No. 1020 General Fund Police Department budget —1— Minutes — Regular Council Meeting October 19, 2010 — Page 2 to pay for replacement Uninterruptible Power Supply (UPS) systems at the radio transmitter sites for the City, County, and RTA radio systems. An emergency was declared, and the foregoing ordinance was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye"; Adame was absent. 5.a. MOTION NO.2010 -249 Motion authorizing the City Manager or his designee to accept a grant in the amount of $100,964.38 from the State of Texas, Criminal Justice Division to continue the Victims of Crime Act (VOCA) grant within the Police Department for Year 11 with a City cash match of $40,906.69, in -kind match of $7,200 for a total project cost of $149,071.07 and to execute all related documents. The foregoing motion was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. 5.b. ORDINANCE NO. 028804 Ordinance appropriating $100,964.38 from the State of Texas, Criminal Justice Division in the No. 1061 Police Grants Fund for funding available under the Victims of Crime Act (VOCA) Fund, and authorizing the transfer of $40,906.69 from the No. 1020 Cash contribution to Grants to the No. 1061 Police Grants Fund as grant matching funds. An emergency was declared, and the foregoing ordinance was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. 6.a. RESOLUTION NO. 028805 Resolution authorizing the City Manager or his designee to execute an Interlocal Cooperation Agreement with Calallen Independent School District for use and access of District facilities as shelters of last resort in case of an emergency or hurricane. The foregoing resolution was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. 6.b. RESOLUTION NO. 028806 Resolution authorizing the City Manager or his designee to execute an Interlocal Cooperation Agreement with West Oso Independent School District for use of school buildings during emergency or hurricane as shelter of last resort. The foregoing resolution was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. 6.c. RESOLUTION NO. 028807 Resolution authorizing the City Manager or his designee to execute an Interlocal Cooperation Agreement with Del Mar College for use of school buildings as shelters of last resort for First Responders in case of an emergency or hurricane. -2- Minutes — Regular Council Meeting October 19, 2010 — Page 3 The foregoing resolution was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. 7. ORDINANCE NO. 028808 Ordinance authorizing the resale of nine (9) properties for $37,800 which were foreclosed upon for failure to pay ad valorem taxes, of which the City shall receive $4,173.06 plus $9,285.23 for partial payment of City paving and demolition liens. An emergency was declared, and the foregoing ordinance was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. 8. MOTION NO. 2010 -250 Motion authorizing the City Manager or his designee to execute Amendment No. 4 with HDR Engineering, Inc. of Corpus Christi, Texas, in the amount of $104,019 for a total restated fee of $1,296,316 for Airline Road Improvements from Saratoga Boulevard to Rodd Field Road for additional design phase services to include the realignment of Airline Road, Rodd Field Road and Yorktown Boulevard intersections. (BOND ISSUE 2004) The foregoing motion was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. 9. MOTION NO. 2010 -251 Motion authorizing the City Manager or his designee to execute a Right -of -Way Easement instrument with Ronald S. Browning in the total amount of $62,539, for the acquisition of Parcel 12 containing 1.315 acres of land, located at the northeast corner of Airline Road at Slough Road, necessary for the Airline Road Street Improvement Project, Saratoga Boulevard to Rodd Field Road, Project #6465, (BOND ISSUE 2008) and for other municipal purposes. The foregoing motion was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. Mayor Pro Tem Scott opened discussion on Item 2 regarding the purchase of one (1) long reach hydraulic excavator. Abel Alonzo, 1701 Thames, reported that the City saved $5,000 from the previous purchase and encouraged department heads to acknowledge accomplishments that save the taxpayers money. City Secretary Chapa polled the Council for their votes as follows: 2. MOTION NO. 2010 -247 Motion approving the purchase of one (1) long reach hydraulic excavator from Waukesha Pearce Industries, Inc., of Corpus Christi, Texas based on the Cooperative Purchasing Agreement with the Texas Local Government Cooperative, in the amount of $269,094. This unit is a replacement to the fleet. Funding is budgeted and available in the Maintenance Services Fund for FY 2010 -2011. The foregoing motion was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. -3- Minutes — Regular Council Meeting October 19, 2010 -- Page 4 * * * * * * * * * * * ** Mayor Pro Tem Scott announced the executive session, which was listed on the agenda as follows: 10. Executive Session under Texas Government Code Section 551.071 regarding Cause No. 09- 1984 -H; King Isles, Inc. vs. SWBeII Telephone Company et al; in the 347th Judicial District Court, Nueces County, Texas, with possible discussion and action in open session. The Council went into executive session. The Council returned from executive session and the following motion was passed with the following vote: 10. MOTION NO, 2010 -252 Motion authorizing the City Manager to settle Cause No. 09- 1984 -H; King Isles, Inc. vs. SWBell Telephone Company et al; In the 347th Judicial District Court, Nueces County, Texas, for the sum of $100,000, subject to certification of funds. The foregoing motion was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye"; Adame was absent. * * * * * * * * * * ** Mayor Pro Tem Scott referred to Item 11, and a motion was made, seconded and passed to open the public hearing on the following street closure: 11. Public hearing and First Reading Ordinance to consider abandoning and vacating a 29,774 - square foot portion (0.684 acres) of an undeveloped and unsurfaced 55 -foot wide dedicated public right -of -way (Paxton Street), out of the Navigation Industrial Park, said public right of way being located north of the Agnes Street public street right -of -way; subject to compliance with the specified conditions. Assistant City Manager Johnny Perales explained that the applicant is requesting the closure of the unimproved public right -of -way to expand their operations. Mr. Perales stated that there are existing water and wastewater lines within this area and the right -of -way will be retained as a utility easement. In response to Council Member Martinez, Mr. Perales clarified that the utility easement will be retained and if the applicant chooses to build a permanent structure, the water lines would be relocated at the owner's expense. No one appeared in opposition to the street closure. Mr. Chesney made a motion to close the public hearing, seconded by Mr. Elizondo, and passed. M r. Chapa polled the Council for their votes as follows: 11. FIRST READING ORDINANCE To consider abandoning and vacating a 29,774 - square foot portion (0.684 acres) of an undeveloped and unsurfaced 55 -foot wide dedicated public right -of -way (Paxton Street), out of the Navigation Industrial Park, said public right of way being located north of the Agnes Street public street right -of -way; subject to compliance with the specified conditions. -4- Minutes — Regular Council Meeting October 19, 2010 — Page 5 The foregoing ordinance was passed and approved on its first reading with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. Mayor Pro Tem Scott referred to Item 12, and a motion was made, seconded and passed to open the public hearing on the following street closure: 12. Public hearing and First Reading Ordinance to consider abandoning and vacating a 25,774 - square foot portion (0.59 acres) of an undeveloped and unsurfaced 20 -foot wide dedicated public right -of -way, out of the Flour Bluff and Encinal Farm and Garden Tracts, Section 31, Lot 11, said public right of way being located just south of the Williams Drive public street right -of -way; subject to compliance with the specified conditions. Assistant City Manager Johnny Perales stated that the City is requesting the closure of the public right -of -way to accommodate the development of the South Guth Sport Complex project. No one appeared in opposition to the street closure. Mr. Chesney made a motion to close the public hearing, seconded by Mr. Elizondo, and passed. Mr. Chapa polled the Council for their votes as follows: 12. FIRST READING ORDINANCE To consider abandoning and vacating a 25,774- square foot portion (0.59 acres) of an undeveloped and unsurfaced 20 -foot wide dedicated public right -of -way, out of the Flour Bluff and Encinal Farm and Garden Tracts, Section 31, Lot 11, said public right of way being located just south of the Williams Drive public street right -of -way; subject to compliance with the specified conditions. The foregoing ordinance was passed and approved on its first reading with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. * * * * * * * * * * * ** Mayor Pro Tem Scott opened discussion on item 13 regarding the Parks, Recreation and Open Space Master Plan. Director of Engineering Services Pete Anaya referred to a powerpoint presentation including the background; the project scope; project location; project schedule; and project costs. Director of Parks and Recreation Michael Morris was available to respond to questions. Mr. Anaya stated that Raiff Associates, Inc. was recommended by staff based on the firm's experience with park master planning and the expertise of the project manager. The following topics pertaining to this item were discussed: the lease agreement with the Girl Scouts; consideration for park development near Wesley Seale Dam as part of Sunrise Beach; the matrix used in the selection process; the reason the contract was not awarded to a local firm; the difference in pricing for the responding firms; the processed used for the selection process; the waiver of the participation requirement for this project and the Oso Interpretive Park projects due to federal and state regulations which do not permit selection based on local preference; whether staff has information on local businesses hired by other cities; if the Request for Qualification (RFQ) included that the firms have master plan experience; an explanation of the business plan; the demographic trends; identification of funding sources; the inventory and telephone survey assessment; the status of the Oso Interpretive Park; and the company that handled the previous master plan. -5- Minutes -- Regular Council Meeting October 19, 2010 — Page 6 Council Member Martinez requested an update on the status of the lease agreement with the Girl Scouts. Council Member Chesney requested a copy of the matrix used to select Halff Associates Inc. Council Member Adler requested that staff provide background information on Sunrise Beach. Council Member Chesney explained that he would be voting "No" because he feels that the award should have given to a local qualified firm to develop the master plan. Mr. Chesney added that staff noted that all 9 firms that responded where deemed competent and able to complete the project. Mr. Chesney stated that the City is doing a disservice to the local firms by not awarding this contract. Mayor Pro Tem Scott called for comments from the audience. Johnny French, 4417 Carlton, asked questions regarding the funding for the project; whether the project could have be done in- house; and the expiration of the current master plan. Mr. Anaya responded that the development of a parks master plan is a specialized field and the City does not have the internal expertise to execute this project. Mr. Anaya added that the current master plan does not expire until 2012. Mr. Anaya reported that the master plan is being funded by the operating budget; however, there is a potential for federal or state funding for projects. Abel Alonzo, 1701 Thames, asked if the phone survey assessment included consideration for the disabled. Mr. Morris stated that survey firm is trained to assist the disabled and bilingual citizens. City Secretary Chapa polled the Council for their votes as follows: 13. MOTION NO. 2010 -253 Motion authorizing the City Manager or his designee to execute a Contract for Professional Services with Halff Associates Inc., of Houston, Texas, in the amount of $201,070 for the Update to Parks, Recreation and Open Space Master Plan. The foregoing motion was passed and approved with the following vote: Scott, Adler, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye"; Chesney voting "No"; Adame was absent. Mayor Pro Tem Scott opened discussion on Item 14 regarding the Allison Wastewater Treatment Plant New Mechanical Bar Screen Facility. Director of Engineering Services Pete Anaya referred to a powerpoint presentation including the background; project scope; project schedule and budget. The following topics pertaining to this item were discussed: efficiency at the existing bar facility and the creek or ditch that the Allison Wastewater Treatment plant flows into. There were no comments from the audience. City Secretary Chapa polled the Council for their votes as follows: 14. MOTION NO. 2010 -254 Motion authorizing the City Manager or his designee to execute a construction contract with J. S. Haren of Athens, Tennessee, in the amount of $1,199,500 for the Base Bid and Additive Alternate Nos. 1, 2, and 3 for the Allison Wastewater Treatment Plant New Mechanical Bar Screen Facility. Minutes — Regular Council Meeting October 19, 2010 -- Page 7 The foregoing motion was passed and approved with the following vote: Scott, Adler, Chesney, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame and Elizondo were absent. Mayor Pro Tem Scott opened discussion on Item 15 regarding the Robert Street— Gaines to Ocean Drive project. Director of Engineering Services Pete Anaya referred to a powerpoint presentation including the background; location; project scope; project schedule; and costs. The following topics pertaining to this item were discussed: the hike and bike trail; extension of a drainage system at Gaines and Alameda; the number of City projects performed by Grace Paving; managing of the contract internally; sidewalks on the south side of Gaines; the number of driveways to Robert Street; and the left hand turn blind spots. Mayor Pro Tem Scott called for comments from the audience. Abel Alonzo, 1701 Thames, spoke in support of the project and the different agencies working together. City Secretary Chapa polled the Council for their votes as follows: 15. MOTION NO. 2010 -255 Motion authorizing the City Manager or his designee to execute a construction contract with Grace Paving and Construction, Inc. of Corpus Christi, Texas, in the amount of $1,047,037 for Robert Street from Gaines to Ocean Drive. (BOND ISSUE 2008) The foregoing motion was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. Mayor Pro Tem Scott opened discussion on Item 16 regarding agreements with Nueces County and Texas Department of Transportation (TxDOT) to attempt collection of unpaid red light camera violations. Interim Director of Financial Services Constance Sanchez explained that the Nueces County Commissioners Court approved an interlocal agreement with the City that would allow for the tax assessor to refuse vehicle registration renewals for individuals that have not paid red light camera violations. Ms. Sanchez added that the City would pay Nueces County $7.50 for each violation paid as a result of a flagged registration. Ms. Sanchez stated that the second agreement is with TxDOT to flag motor vehicle records at a cost of $23.00 per computer file plus $2,604 for approximately 21,700 accounts. The following topics pertaining to this item were discussed: the partnerships with Nueces County and TxDOT; the status of the red light camera issue at the state level; and the basic fee for a red light camera violation. Mayor Pro Tem Scott called for comments from the audience. Abel Alonzo, 1701 Thames, stated that he was disappointed that a state representative does not support the red light camera issue and thanked the County for their unanimous support of this issue. City Secretary Chapa polled the Council for their votes as follows: 16.a. RESOLUTION NO. 028809 Resolution authorizing the City Manager or his designee to execute an Interlocal Agreement with Nueces County regarding denial of vehicle registration pending resolution of outstanding red light camera civil penalty, with payment to County in the amount of $7.50 per registration issued. -7- Minutes — Regular Council Meeting October 19, 2010 — Page 8 The foregoing resolution was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. 16.b. RESOLUTION NO. 028810 Resolution authorizing the City Manager or his designee to execute an Interlocal Agreement with Texas Department of Transportation ( "TxDOT ") to flag vehicle registrations for nonpayment of red light camera civil penalties, with payment to TxDOT of $23.00 per computer file submission plus $0.12 (twelve cents) for each transaction (inquiry, flag or clear) submitted to TxDOT. The foregoing resolution was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. Mayor Pro Tem Scott opened discussion on Item 17 regarding a request for an additional 180 -day extension of a Special Permit in Case No. 0309 -01, Ross and Judith Sisson. Council Member Martinez made a motion to remove this item from the table. The motion was seconded by Mr. Kieschnick. The foregoing motion was passed and approved with the following vote: Scott, Adler, Chesney, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame was absent. Assistant City Manager Margie Rose, Animal Care Manager Kelii Copeland, and Health Department representatives were available to respond to questions. City Attorney Valdez explained that he had requested that the vote on this item be tabled to allow for additional time to review a judgment that was pending. Mr. Valdez stated that there was a lawsuit filed in 2006 and in lieu of a judgment, there was an agreement signed by both parties that ended the litigation citing several conditions. Mayor Pro Tem Scott asked if any of those conditions were pertinent to today's discussion. Mr. Valdez stated that Item 4 of the Rule 11 agreement states that "plaintiffs (Judy and Ross Sisson) will not operate any shelter, boarding kennel, adoption shelter, or the like of their property for themselves or for any other entity without first obtaining the appropriate licenses and permits required by law." Mr. Valdez reported that city ordinances require that the enterprise obtain a commercial animal establishment permit and the applicants could not provide a permit that they have been operating under which is in violation of the Rule 11 agreement. Mr. Valdez recommended denial of the special permit. Assistant City Manager Rose stated that this issue came forward last year because the applicant had not obtained the necessary permits. Ms, Rose added that staff referred the applicant to Development Services to be in compliance with the zoning first in order to start the permit process. Ms. Rose explained that in lieu of changing the zoning, the applicants were granted a special permit with ten (10) conditions. Ms. Rose reported that the applicant can not produce any permits because they have not been zoned properly. The following topics pertaining to this item were discussed: whether the septic tank has been installed and concern that the City did not enforce the Rule 11 agreement. Tony Hartwell, Public Relations Director of the Coastal Bend Small Breed Animal Rescue, stated that the septic tank is waiting to be installed in the ground upon approval of the special permit. Mr. Hartwell added that the applicants aren't requesting a rescue permit not a commercial permit. Mr. Hartwell stated that the Development Services Department has never given them correct information on the permits required by the applicant. Mr. Hartwell explained the difficulties the rescue has had with raising funds and that if the rescue can not comply with the conditions in the next six (6) months, they will shut down. Minutes — Regular Council Meeting October 19, 2010 — Page 9 Council Member Elizondo said that the Council and the administration have worked very hard to work with Ms. Sisson to try to come to some resolution. Mr. Elizondo stated that there are rules and ordinances in place that have not been complied with. Mr. Elizondo added that the Council has broken some rules by allowing an extension and several opportunities because of the sensitivity to the issue of rescue animals. Mr. Elizondo stated that he would not support the extension. Council Member Chesney expressed concern that the conditions of the Rule 11 agreement were not met including that the plaintiff would not operate without obtaining the appropriate licenses and permits and that pending reapplication of the zoning permit, the plaintiff would relinquish all rights, title or ownership of the animals. Mr. Chesney stated that the intent is clear that the applicant should not have continued operations on the premise and these actions were a breach of the Rule 11 agreement. Council Member Leal asked questions regarding when the applicant plans to put in the septic tank and the reason for the extension. Judith Sisson, applicant, stated that the contractor has told her that the septic tank could be put in within seven (7) to ten (10) days. Mr. Hartwell explained that water has retained on the property for the last several months due to the weather conditions. Mayor Pro Tern Scott called for comments from the audience. An unidentified man stated that he has given the rescue donations to get all the work down and as soon as the ground is right, the work can be done. Council Member Martinez said the rescue is automatically set up for failure because of the typography of the area and the drainage problems. Ms. Martinez added that the applicant has received several chances to be in compliance and has not operated in good faith. Ms. Martinez said she could not support the extension. In response to Council Member Leal, Ms. Copeland stated that if the extension is denied, Animal Care Services will work with the applicant and other local rescues to get the animals out of the facility and the animals will not have to come to Animal Control. Mr. Elizondo made a motion to deny the request for the extension. The motion was seconded by Mr. Kieschnick. City Secretary Chapa polled the Council for their votes as follows: 17. MOTION NO. 2010 -256 Motion to deny a request for an additional 180 -day extension of a Special Permit, to April 14, 2011, to allow for a pet groom and boarding business, small dog and cat rescue shelter, and dog service and therapy/training facility, on property located at the southwest corner of , Gadwell Street and Laguna Shores Road, in Case No. 0309 -01, Ross and Judith Sisson. The foregoing motion was passed and approved with the following vote: Scott, Adler, Elizondo, Kieschnick, Leal, Marez, and Martinez, voting "Aye "; Adame and Chesney were absent. * * * * * * * * * * * ** Mayor Pro Tem Scott recessed the Regular Council meeting to hold a meeting of the Corpus Christi Housing Finance Corporation (CCHFC). * * * * * * * * * * * ** Minutes — Regular Council Meeting October 19, 2010 — Page 10 Mayor Pro Tem Scott reconvened the Regular Council meeting. Mayor Pro Tem Scott referred to Item 19 regarding the annual update on the City's Americans with Disabilities Act (ADA) Title H Transition Plan and Non - Discrimination Ordinance FY2009 -2010. Director of Human Relations Leon Bazar introduced the presentation team including ADA Investigator Wanese Taylor - Butler and Chairman of the Committee for Persons with Disabilities Abel Alonzo. Mr. Bazar referred to a powerpoint presentation including background on the Human Relations Department; ADA accessibility and compliance components; accessibility improvements in public facilities, services, activities, and programs; improvements to public curb ramps and site development; outreach and training; ADA future projects; employment discrimination; fair housing discrimination; public accommodation discrimination; and department staffing. The following topics pertaining to this item were discussed: ADA trash pick up services; public curb ramps on Staples Street; the types of sex discrimination allegations; and fair housing conciliation remedies. Mr. Bazar recognized ADA Investigator Wanese Taylor- Butler for serving the City of Corpus Christi for 22 years. Mr. Bazar announced that Ms. Taylor was retiring and publicly thanked her for her service to the community. Mr. Alonzo thanked City Manager Escobar, Assistant City Manager Margie Rose, Mr. Bazar, and staff for the accomplishments of the Human Relations Department. * * * * * * * * * * * ** Mayor Pro Tem Mark Scott called for petitions from the audience. Ken Hobbs, 7201 Windwillow Drive, spoke regarding the bid process and award of the contract for the Holly Road Water Tower project. Mr. Hobbs asked the Council to recommend reviewing the bidding process. In response to Council Member Kieschnick, City Manager Escobar stated that staff would review the bidding process including the value of scrap metal and provide an update in the City Manager transmittal. Foster Edwards, CEO of the Corpus Christi Chamber of Commerce, spoke regarding the Chamber trip to Okaiahoma City and the redevelopment of the city. Council Member Kieschnick requested that the Chamber make a presentation on their findings from the trip and directed staff to place the item on a future agenda. * * * * * * * * * * * ** There being no further business to come before the Council, Mayor Pro Tem Scott adjourned the Council meeting at 3:31 p.m. on October 19, 2010. * * * * * * * * * * * ** 2 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: 10/26/10 AGENDA ITEM: RECOMMENDATION: RESOLUTION AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE AN !NTERLOCAL AGREEMENT WITH NUECES COUNTY, TEXAS TO ALLOW FOR NUECES COUNTY TO SECURE GOODS AND SERVICES UNDERA DISASTER RECOVERY CONTRACT COMPETITIVELY PROCURED BY THE CITY OF CORPUS CHRISTI. ISSUE: Nueces County, Texas wishes to leverage a disaster recovery agreement competitively procured by the City of Corpus Christi (City). In order for Nueces County, Texas to do so, the City is required to execute an interlocal agreement with Nueces County, Texas specifically allowing same. Interlocal agreements must be approved by City Council. REQUIRED COUNCIL ACTION: Approval of the resolution. CONCLUSION AND RECOMMENDATION: Staff recommends approval of the resolution. Mic aeI : arrera Assistant Director o Financial Services mikeb @cctexas.com 361 -826 -3169 Attachments Interlocal Agreement Between the County of Nueces and City of Corpus Christi BACKGROUND INFORMATION In August of 2007, City Council approved a supply /service agreement with Garner Environmental Services, Inc. of Deer Park, Texas to be activated by the City of Corpus Christi (City) only in the event of a hurricane or other disaster. The agreement provides the City with a readily available supply of emergency response services upon activation of the City's Emergency Operations Center. The term of the agreement was for twelve months with options to extend the agreement for up to four additional twelve -month periods. The City is currently in the third of four extension periods. At the request of Nueces County, Texas, the City wishes to allow Nueces County, Texas to purchase goods and services, under the terms, conditions and pricing set out in the City's agreement. Doing so will allow Nueces County, Texas to realize savings and efficiencies by securing goods and services competitively procured by the City, at no cost to the City. abrao 179 INTERLOCAL AGREEMENT BETWEEN THE COUNTY OF NUECES AND CITY OF CORPUS CHRISTI THE STATE OF TEXAS § COUNTY OF NUECES § This Agreement made this the 454.- day of 2010, between the COUNTY OF NUECES, TEXAS, a political subdivision of exas ( "County "), and the CITY OF CORPUS CHRISTI, a Texas home -rule municipal corporation located in Nueces County, Texas ( "City ") WITNESSETH Pursuant to the authority granted by the Texas Interlocal Cooperation Act (Tex Gov't Code Ann. §791.401. et seq.) iiroviding for the cooperation between local governmental bodies, the parties hereto, in consideration of the premises and mutual promises contained herein agree to as follows: I. County hereby designates its Purchasing Agent to act under the direction of and on behalf of County in coordinating provision of EOC Emergency Response Services, pursuant to City's service agreement with GARNER ENVIRONMENTAL SERVICES, INC. ("Contractor ") under City's Bid Invitation No. BI- 0217 -07 (attached and incorporated herein as Exhibit "A") which was let in accordance with Chapter 252 of the Texas Local Government Code (substantively comparable to Chapter 262 of the Texas Local Government Code) and all other applicable laws, and agreements, comprised of the following Exhibits, attached and incorporated herein for all intents and purposes: (1) Bid Invitation No. BI- 0217 -07 .. (Exhibit "A') (2) Sole Response to Bid Invitation No. BI- 0217 -07 (Exhibit "B,') (3) Service Agreement No. SAO8- 003 ... (Exhibit "C') (4) Contractor's commitments to allow County third -party status (to be treated the same as City, under all terms and conditions as set forth in that certain agreement) .(Exhibit "D') II. By execution of this Agreement, County agrees to pay the Contractor subsequent to provision of the commodity or service and in compliance with the stipulations set forth for same in the Agreement, including, but not limited to, receipt of a proper invoice, submitted to County, showing an amount based upon the unit pricing detailed in the attached Agreement. Neither City nor County shall assume any responsibility or liability to pay for materials or services purchased for the benefit of the other entity. County's payment for the Contractor's services required by this Article shall be made from current, available revenues. Furthermore, both parties agree that the payment required herein fairly compensates City for any services or functions required to be performed under this Agreement. In obtaining the services of the Contractor through City, County has relied solely on its own inspections, investigations and due —15— Page 1 of 2 diligence regarding the services and County acknowledges that City has made no representations or warranties expressed or implied with respect to the products or services to be provided. This Agreement shall take effect upon execution by both signatories, and shall serve as each governmental body's commitment pertaining to purchases of the services referenced in Article I hereof. This Agreement has been authorized by the governing bodies of the parties hereto, IV. This Agreement shall be in effect from and after the day of , 2010, the date of execution by County. CITY OF CORPUS CHRISTI by: ANGEL R. ESCOBAR CITY MANAGER CONCUR: by: MICHAEL BARRERA ASSISTANT DIRECTOR, FINANCIAL SERVICES ATTEST: by: ARMANDO CHAPA, CITY SECRETARY APPROVED AS TO FORM: for the City Attorney by: VERONICA OCANAS ASSISTANT CITY ATTORNEY NUECES COUNTY by SA EL LOYD EA COUNTY JUDGE CONCUR: by: ELSA N. SA =NZ PURCHASING AGENT ATTEST: • by: DIANA BARRERA, COUNTY CLERK APPROVED AS TO FORM:. AURA GARZA DIME COUNTY ATTORNEY Page 2 of 2 RESOLUTION AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE AN INTERLOCAL AGREEMENT WITH NUECES COUNTY, TEXAS TO ALLOW FOR NUECES COUNTY TO SECURE GOODS AND SERVICES UNDER A DISASTER RECOVERY CONTRACT COMPETITIVELY PROCURED BY THE CITY OF CORPUS CHRISTI WHEREAS, the City of Corpus Christi, .Texas and Nueces County, Texas desire to enter into an Interlocal Agreement under the Texas Interlocal Cooperation Act (Tex gov't code ann. §791.001. et seq.) to allow Nueces County to secure goods and services under a disaster recovery contract competitively procured by the City of Corpus Christi; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or his designee is authorized to execute an Interlocal Agreement with Nueces County, Texas to allow Nueces County to secure goods and services competitively procured by the City of Corpus Christi. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary APPROVE© AS TO FORM: 13-Oct-10 Veronica Ocafias Assistant City Attorney for City Attorney Joe Adame Mayor C:I DOCUME- 1I VERONi- 14LOCALS- 11Temp\XPgrpwise1101310 - RESO for Interlocal with Nueces CountyR- 1- 10- 20- 10.DOCX 1OF2 —17 day of , 2010. The above resolution was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry R. Elizondo, Sr. Kevin Kieschnick Priscilla Leal John E. Marez Nelda Martinez Mark Scott C:\DOCUME-11VERON1-110CALS-11TempIXPgrowise\101310 - RESO for Interlocal with Nunes CountyR- 1- 14- 20- 10.DOCX 2 OF 2 —18— 3 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: 10/26/2010 AGENDA ITEM: A. Motion authorizing the. City Manager or his designee to accept supplemental grant funding in the amount of $27,933 from the Executive Office of the President, Office of National Drug Control Policy, to support the Police Departments role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area. B. Ordinance appropriating $27,933 in the No. 1061 Police Grants fund from the Executive Office of the President, Office of National Drug Control Policy to support the Police Department's role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area; and declaring an emergency. C. Motion authorizing the City Manager or his designee to accept supplemental grant funding in the amount of $33,000 from the Executive Office of the President, Office of National Drug Control Policy, to support the Police Departments role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area. D. Ordinance appropriating $33,000 in the No. 1061 Police Grants fund from the Executive Office of the President, Office of National Drug Control Policy to support the Police Department's role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area; and declaring an emergency. E. Motion approving the purchase of 700/800 MHZ radios and accessories from Dailey & Wells Communications, San Antonio, Texas based on sole source for a total expenditure of $60,406.36. Funds are available through the Houston High Intensity Drug Trafficking Area grant. ISSUE: The Office of National Drug Control Policy is providing additional grant funds for the City to participate in the Texas Coastal Corridor High Intensity Drug Trafficking Area Initiative (HIDTA). BACKGROUND INFORMATION: The Corpus Christi Police Department is in the 14th year as a participant in the Texas Coastal Corridor High Intensity Drug Trafficking Area Initiative created by the Executive Office of the President, Office of National Drug Control Policy. The program focuses on this specific geographic area because it serves as a conduit for narcotics into Corpus Christi and other metropolitan cities as well as a location for money launderers to conduct illegitimate businesses with a consumer base that affects the local population with residual crime. The additional funds will provide for the purchase of additional 700/800 MHz radios for use by the officers assigned to the HIDTA grant. REQUIRED COUNCIL ACTION: Accepting the supplemental grant awards, appropriating the funds, and approving the purchase. CONCLUSION AND RECOMMENDATION: Staff recommends accepting the grant awards, appropriating the funds, and approving the purchase. D. Troy Riggs Chief of Police troyrcctexas.corn 886 -2603 Attachments: ✓Grant award documents f Dailey Wells quote Executive Office of the President Office of National Drug Control Policy 1. Recipient Name and Address Chief Bryan Smith Corpus Christi Police Department 321 John Sartain Street Corpus Christi, TX 78403 1A. Subrecipient IRSNendor No. Subrecipient Name and Address 2A. Subrecipient IRSNendor No.: 3. Project Title Texas Coastal Corridor Initiative AWARD Grant Page 1 of 1 4. Award Number: I8PHNP517Z 5. Grant Period: From 01/01/2008 to 12/31/2010 6. Date: 9/24/2010 8. Supplement Number 1 9. Previous Award Amount: 7. Action Initial Supplemental $136,500.00 10. Amount of This Award: $27,933.00 11. Total Award: $164,433.00 12. Special Conditions (check, if applicable) The above Grant is approved subject to such conditions or limitations as are set forth in the original grant agreement. 13. Statutory Authority for Grant: Public Law 110 -161 14. Typed Name and Title of Approving Official Arnold R. Moorin National HIDTA Director 15, Typed Name and Title of Authorized Official .Bryan &lair D.-T770(3 (€S Chief Corpus Christi Police Department 18. Accounting Classification Code DUNS: 069457786 EIN: 1746000574A5 19. HIDTA AWARD OND10B3SB0809 OND2000000 OC 4100 JID: 22582 Executive Office of the President Office of National Drug Control Policy 1. Recipient Name and Address Chief Bryan Smith Corpus Christi Police Department 321 John Sartain Street Corpus Christi, TX 78403 1A. Subrecipient IRS/Vendor No. Subrecipient Name and Address 2A. Subrecipient IRS/Vendor No.: 3. Project Title Texas Coastal Corridor Initiative AWARD Grant Page 1 of 1 4. Award Number: I8PHNP517Z 5. Grant Period: From 01/01/2008 to 12/31/2010 6. Date: 9/24/2010 8. Supplement Number 2 7. Action Initial Supplemental 0. Previous Award Amount: $164,433.00 10. Amount of This Award: $33,000.00 11, Total Award: $197,433.00 12. Special Conditions (check, if applicable) The above Grant is approved subject to such conditions or limitations as are set forth in the original grant agreement. 13. Statutory Authority for Grant: Public Law 110 -161 14. Typed Name and Title of Approving Official Arnold R. Moorin National HIDTA Director 16. Sign re f Approving ONDCP Official 15, Typed Name and Title of Authorized Official i3Tyartrelfth T re).5 ; G.„& Chief Corpus Christi Police Department 17. Signature of Authorized Rem ient/Date 18. Accounting Classification Code DUNS: 069457786 EIN: 1746000574A5 19. HIDTA AWARD OND10B3SE0809 OND2000000 0C 4100 RD: 22577 riodkiaRES DAILEY -WELLS DAILEY -WELLS COMMUNICATIONS, INC. 3440 E. Houston St., San Antonio, TX 78219 To: City of Corpus Christi - Sgt. Michael White From: Ben Fregia - Ph 1.888.311.9831 - Fax 210.893.6702 Date: 10/11/2010 P7270 -M7300 PV & P25 -.1.q. 71.M5-74Z-TPTIMIMI qETD _ . a Erg& Unit List Disc. % TM `[ sPR N 25% Parts P 25% Service MAMW -SDMXX Mobile,M7300,764- 870MHz,Half Dplx C 1 $ 1,865.00 25% $ 1,398.75 $ 1,398.75 0% MAMW -NPL3R Feature,Max(1024 +) System /Groups N 1 $ 0.01 0% $ 0.01 $ 0.01 MAMW -PKGPP Feature Package,P25 Trunking & ProVoice NB 1 $ 2,515.00 25% $ 1,886.25 $ 1,886.25 MAMW -NZN8K Desktop Station,CS- 7000,Local Control N 1 $ 1,995.00 25% $ 1,496.25 $ 1,496.25 MAMW -NCP9H Control Unit,CH721,System,Front Mount N 1 $ 790.00 25% $ 592.50 $ 592.50 MAMW -NMC7Y M icrophone, Desktop ,M7300, CH-721 CU N 1 $ 130.00 25% $ 97.50 $ 97.50 MAPT -T7HXX Portable, P7270,764-870M Hz, Sys C 13 $ 2,520.00 25% $ 1,890.00 $ 24,570.00 MAPT -PL3R Feature,Max(1024 +) System /Groups N 13 $ 0.01 25% $ 0.01 $ 0.10 MAPT -PKGPP Feature Package,P25 Trunking & ProVoice NB 13 $ 2,515.00 25% $ 1,886.25 $ 24,521.25 MAPT -NPA2J Battery, Li- Ion,3200mAH N 13 $ 130.00 25% $ 97.50 $ 1,267.50 MAPT -NPA2J Spare, Battery,Li- Ion,3200mAH N 13 $ 130.00 25% $ 97.50 $ 1,267.50 MAPT -NC5X Antenna,764- 870MHz,1/4 Wave Whip N 13 $ 40.00 25% $ 30.00 $ 390.00 MAPT -1-107P Belt Clip, Metal N 13 $ 20.00 25% $ 15.00 $ 195.00 MAPT -AE7A Microphone, Lapel N 13 $ 135.00 25% $ 101.25 $ 1,316.25 MAPT -NCH2E Charger,Single,Li -Ion N 13 $ 130.00 25% $ 97.50 $ 1,267.50 Shipping /Handling (each) S 14 $ 10.00 0% $ 10.00 $ 140.00 EXTENDED TOTAL $ 60,406.36 Pricing is Dailey -Wells confidential Price valid for 60 days from the date above Terms: Net 30 Days H-GAC discounts Model C 25% Options N 25% Parts P 25% Service S 0% Vendor Option V 0% Vendor Model VC 20% Special Code Y 0% Special Products 77 10% ORDINANCE APPROPRIATING $27,933 IN THE NO. 1061 POLICE GRANTS FUND FROM THE EXECUTIVE OFFICE OF THE PRESIDENT, OFFICE OF NATIONAL DRUG CONTROL POLICY TO SUPPORT THE POLICE DEPARTMENT'S ROLE IN THE TEXAS COASTAL CORRIDOR INITIATIVE IN THE HOUSTON HIGH INTENSITY DRUG TRAFFICKING AREA; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That $27,933 is appropriated in the No. 1061 Police Grants Fund from the Executive Office of the President, Office of National Drug Control Policy to support the Police Department's role in the Texas Coastal Corridor Initiative in the Houston High intensity Drug Trafficking Area. SECTION 2. That upon written request of the Mayor or five Council Members, the City Council (1) finds and declares an emergency due to the need for immediate action for the efficient and effective administration of City affairs; and, (2) suspends that Charter rule which requires an ordinance to be considered and voted upon at two regular meetings, so that this ordinance is passed and takes effect as an emergency measure upon its first reading, this the day of October, 2010. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa, City Secretary Joe Adame, Mayor Approved as to form: October 13, 2010 T. Trf hb Dang Assistant City Attorney For City Attorney TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the attached ordinance, an emergency exists requiring suspension of that Charter rule which requires an ordinance to be considered and upon at two regular meetings. Therefore, I/we request that you suspend said Charter rule and finally pass this ordinance on the date of its introduction, or at the present'meeting of the City Council. Respectfully, Respectfully, Council Members Joe Adame Mayor, City of Corpus Christi The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla G. Leal John E. Marez Nelda Martinez Mark Scott ORDINANCE APPROPRIATING $33,000 IN THE NO. 1061 POLICE GRANTS FUND FROM THE EXECUTIVE OFFICE OF THE PRESIDENT, OFFICE OF NATIONAL DRUG CONTROL POLICY TO SUPPORT THE POLICE DEPARTMENT'S ROLE IN THE TEXAS COASTAL CORRIDOR INITIATIVE IN THE HOUSTON HIGH INTENSITY DRUG TRAFFICKING AREA; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That $33,000 is appropriated in the No. 1061 Police Grants Fund from the Executive Office of the President, Office of National Drug Control Policy to support the Police Department's role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area. SECTION 2. That upon written request of the Mayor or five Council Members, the City Council (1) finds and declares an emergency due to the need for immediate action for the efficient and effective administration of City affairs; and, (2) suspends that Charter rule which requires an ordinance to be considered and voted upon at two regular meetings, so that this ordinance is passed and takes effect as an emergency measure upon its first reading, this the day of October, 2010. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa, City Secretary Joe Adame, Mayor Approved as to form: October 13, 2010 T. i f isha Dang Assistant City Attorney For City Attorney TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the attached ordinance, an emergency exists requiring suspension of that Charter rule which requires an ordinance to be considered and voted upon at two regular meetings. Therefore, I /we request that you suspend said Charter rule and finally pass this ordinance on the date of its introduction, or at the present meeting of the City Council. Respectfully, Council Members Respectfully, Joe Adame Mayor, City of Corpus Christi The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla G. Leal John E. Marez Nelda Martinez Mark Scott 4 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: October 26, 2010 AGENDA ITEM: A. Resolution authorizing the City Manager or designee to execute all documents necessary to accept a $20,987 grant awarded by the Corporation for National and Community Service for Retired and Senior Volunteer Program (RSVP). B. Ordinance appropriating a $20,987 grant from the Corporation for National and Community Service in the No.1067 Parks and Recreation grants fund for the Retired and Senior Volunteer Program; and declaring an emergency. ISSUE: This grant made available through the Corporation for National and Community Service will provide enhanced funding to continue Retired and Senior Volunteer Program (RSVP). The fund authorization will be for the period September 1, 2010 through August 31, 2011. REQUIRED COUNCIL ACTION: Council authorization is required to accept and appropriate Federal grant funds from the Corporation for National and Community Service to fund RSVP from September 1, 2010 through August 31, 2011. PREVIOUS COUNCIL ACTION: On May 11, 2010 Council approved an ordinance appropriating a $56,793 grant for the 2010 -2011 RSVP program year. On September 14, 2010, Council approved an ordinance transferring $104,185 from the General Fund to the Park and Recreation Grant Fund as City matching funds for the Retired Senior Volunteer Program (RSVP) for the 2010 -2011 RSVP program year. FUNDING: The Corporation for National and Community Service is issuing a grant in the amount of $20,987 in State funds to the City of Corpus Christi. This is Year 2 of a two year award of $20,987 per year. CONCLUSION AND RECOMMENDATION: Council authorization is requested to accept and appropriate funds from the Corporation for National and Community Service. • M chael Morris, Di ector Parks and Recreation Department MichaelMot cctexas.com 361 -826 -3464 Attachments: Background Information Notice of Grant Award —31— BACKGROUND INFORMATION Retired and Senior Volunteer Program (RSVP) has proven to be exceptionally beneficial to both senior citizens and various public and private agencies in Corpus Christi. RSVP volunteers are individuals 55 years or older who utilize their talents and experience to serve the needs of the community. During the last grant period 688 enrolled volunteers contributed 79,000 hours during the 2009 -2010 fiscal year through 45 different non- profit organizations like the Corpus Christi Literacy Council, KEDTV, South Texas Botanical Gardens, Metro Ministries, and other community based organizations like Driscoll Children's Hospital, Corpus Christi Medical Center, Christus Spohn Hospitals, USS Lexington, and Alameda Oaks Nursing Center, to name a few. RSVP dedicated 36,462 hours of service to City departments including the Police Department's Special Services; Training; Identification; Criminal Investigation; Family Violence and Community Services Divisions. In addition, other City departments served include the Public Library; Corpus Christi International Airport; Museum of Science and History and Parks and Recreation. Notice of Grant Award Retired and Senior Volunteer Program Corporation for National and Community Service 601 Walnut Street, Suite 876 E Philadelphia, PA 19106 -3323 Grantee City of Corpus Christi EN: 746000574 1201 Leopard PO Box 9277 Corpus Christi 'DC 78469 -9277 Award Information Agreement No.: 09RZWTX023 Amendment No.: 1 CFDA No.: 94.002 Award Description Project Period: Budget Period: 09/01/2009 - 08/31/2011 09/01/2009 - 08/31/2011 Provide TDADS funding. Purpose The purpose of this award is to assist the grantee in carrying out a national service program as authorized by the Domestic Volunteer Service Act of 1973, as amended (42 U.S.C., Chapter 22) using money appropriated by the State of Texas. { Funding Information Current Year Previously This Award! Total Current Awarded Amendment Year Thls Year Total Obligated by CNCS Grantee's Unobiigated Balance (Carryover) Total Available $0 $20,987 $20,987 $0 $o $o SO 520,987 $20,987 Cumulative Funding for Project Period Total Awarded in Previous Years Total CNCS Funds Awarded to Date $20,987 $41,974 Funding Source and Amount 2010-- OPE1 -Q53- COO - 61413 -4101 $20,987.00 Special Conditions Costs allowed under this grant are limited to those categories contained in signed application package dated 7116110. The grantee shall be entitled to reimbursement for costs incurred on or after September 1, 2010 which if incurred before the signature date of this award, would have been reimbursed under the terms of this grant. Terms of Acceptance: By accepting funds under this grant, the Grantee agrees to comply with all terms and conditions of the grant that are on the Corporation's https:ll egrants. cns. govltermsandconditionsl RSVPTandC_Revised_20100610.pdf, all assurances and certifications made in the Grant application, and all applicable federal statutes, regulations and guidelines. The Grantee agrees to administer the funded Program in accordance with the approved Grant application and budget(s), supporting documents, and other representations made in support of the approved Grant application. Corporation for National and Community Service: Far Cl $, l flea (lnly Jr Iffy <J...L.... MO. V W f Notice of Grant Award Retired and Senior Volunteer Program 601 Walnut Street, Suite 876 E Philadelphia, PA 19106 -3323 Grantee City of Corpus Christi FIN: 746000574 1201 Leopard PO Box 9277 Corpus Christi TX 78469 -9277 Corporation for National and Community Service: 09/28/2010 Signature Date Lennette B. White Name (typed) Senior Grants Officer Title Lennette B. White, 215 -597 -2782 Grants Official Larscenia Staley, (512)916 -7000 Program Official gE 2 Fear flff'irioi f i¢n flnly RESOLUTION AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE ALL DOCUMENTS NECESSARY TO ACCEPT A $20,987 GRANT AWARDED BY THE CORPORATION FOR NATIONAL AND COMMUNITY SERVICE FOR THE RETIRED AND SENIOR VOLUNTEER PROGRAM (RSVP). BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a $20,987 grant awarded by the Corporation for National and Community Service for the Retired Senior Volunteer Program. INTRODUCED AND PASSED by the City Council of the City of Corpus Christi, Texas, on the day of October, 2010. ATTEST: Armando Chapa, City Secretary Approved: September 30, 2010 Lisa AguiTr Assistant City Attorney For City Attorney CITY OF CORPUS CHRISTI Joe Adame, Mayor H:1LEG -D I R\Lisa12010 Resolutions\RSVP Resolution.doc —35— Corpus Christi, Texas of ,2010 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla G. Leal John E. Marez Nelda Martinez Mark Scott ORDINANCE APPROPRIATING A $20,987 GRANT FROM THE CORPORATION FOR NATIONAL AND COMMUNITY SERVICE IN THE NO. 1067 PARKS AND RECREATION GRANTS FUND FOR THE RETIRED AND SENIOR VOLUNTEER PROGRAM; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. A $20,987 grant from the Corporation for National and Community Service is appropriated in the No. 1067 Parks and Recreation grants fund for the Retired and Senior Volunteer Program. SECTION 2. That upon written request of the Mayor or five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure this the day of October, 2010. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa, City Secretary Joe Adame, Mayor Approved: September 30, 2010 k Lisa Ag it , Assistant City Attorney For City Attorney H:ILEG- DIRILisa12010 Ordinance\RSVP Ordinance.doc —37— Corpus Christi, Texas Day of , 2010 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Joe Adame Mayor Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla G. Leal John E. Marez Nelda Martinez Mark Scott 5 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: October 26, 2010 AGENDA ITEM: A: Resolution authorizing the City Manager or designee to execute all documents necessary to accept a $275,007 grant awarded by the Corporation for National and Community Service for the Senior Companion Program. B: Ordinance appropriating a $275,007 grant from the Corporation for National and Community Service in the No.1067 Parks and Recreation grants fund for the Senior Companion Program; and declaring an emergency. ISSUE: This grant made available through the Corporation for National and Community Service will provide funding to continue the Senior Companion Program (SCP). The fund authorization will be for the period July 1, 2010 through June 30, 2011. REQUIRED COUNCIL ACTION: Council authorization is required to accept and appropriate Federal grant funds from the Corporation for National and Community Service to fund the Senior Companion Program from July 1, 2010 through June 30, 2011. PREVIOUS COUNCIL ACTION: On September 14, 2010 the City Council approved an ordinance transferring $62,415 from the No. 1020 General Fund to the No. 1067 Park and Recreation Grant Fund as City matching funds for the Senior Companion Program. FUNDING: The Corporation for National and Community Service is issuing a grant in the amount of $275,007 in Federal funds to the City of Corpus Christi. CONCLUSION AND RECOMMENDATION: Council authorization is requested to accept and appropriate funds from the Corporation for National and Community Service. Mik Morris, Direct Parks and Recreation Department MichaelMo @cctexas.com 361 -826 -3464 Attachments: Background Information Notice of Grant Award BACKGROUND INFORMATION The Senior Companion Program (SCP) assists low- income volunteers 55 years and over who are willing to serve as companions to homebound elderly and/or disabled persons 21 years of age or older. Funding has increased to $275,007 for 2010 -2011 from the previous funding year's award of $270,943. In our service area, SCP staff has established positive rapport with local leaders, private agencies, corporations, faith based and community service organizations in an effort to bring together people of diverse and multicultural backgrounds. Our vision is to target, educate and enlist these entities throughout every area of the city of Corpus Christi to provide our one -of -a -kind service to individuals who are in need of in -home service, respite care, and companionship outreach in order to remain in their homes and avoid institutionalization. Through these partners with whom we share a common ground, we are able to promote our program services to people of varying racial, ethnic, socioeconomic and cultural backgrounds to ensure the continuity of program and fulfill community needs. Senior Companions can serve up to 40 hours a week. Companion benefits include a stipend of $2.65 an hour, a $1.50 meal reimbursement and either mileage reimbursement or bus tokens. In FY 2009 -2010, 62 companions contributed 53,735 hours of service in our community. Our Senior Companions are not just helping others — they are helping themselves. It's proven that volunteering leads to new discoveries and new friends. Plus studies show that volunteering helps people live longer and promotes a positive outlook on life. Notice of Grant Award For Official Use Only Corporation for National and Community Service 601 Walnut Street, Suite 876 E Philadelphia, PA 19106 -3323 Senior Companion Program Grantee City of Corpus Christi EIN: 746000574 1201 Leopard PO Box 9277 Corpus Christi TX 78469 -9277 Award Information Agreement No.: 10SCWTX001 Project Period: Amendment No.: 0 Budget Period: CFDA No.: 94.016 Award Descrtion Authorize FY2010 funding 07/01/2010 - 06/30/2013 07/01/2010 - 06/30/2011 Purpose The purpose of this award is to assist the grantee in carrying out a national service program as authorized by the Domestic Volunteer Service Act of 1973, as amended (42 U.S.C., Chapter 22), Funding Information Current Year Previously This Award! Total Current Awarded Amendment Year This Year Total Obligated by CNCS Grantee's Unobligated Balance (Carryover) Total Available SO $275,007 1275,007 $O $0 SO SO $275,007 $275,007 Cumulative Funding for Project Period Total Awarded in Previous Years $0 Total CNCS Funds Awarded to Date $275,007 Funding Source and Amount 2010 --OPEI - P77 -000 -61413 -4101 Special Conditions $275,007.00 Costs allowed under this grant are limited to those categories contained in signed application package dated 4/30/10. This award includes a $4,064 administrative cost increase based on additional Fiscal Year 2010 filnding provided by the Congress. This action is taken at the convenience of the government to expedite providing increased Fiscal Year 2010 appropriations to programs, Grantee shall prepare a Project Progress Report (CNCS -1020 for Senior Corps) semiannually at the end of the 2nd and 4th quarters of the budget period. The report shall be submitted to the Corporation Program Manager no later than 30 days after the end of the designated reporting period. The grantee shall be entitled to reimbursement for costs incurred on or after July 1, 2010 which if incurred before the signature date of this award, would have been reimbursed under the terms of this grant, Page 1 For Official Use Only -43- Notice of Grant Award Senior Companion Program Grantee City of Corpus Christi 1201 Leopard PO Box 9277 Corpus Christi TX 78469 -9277 For Official Use Only 601 Walnut Street, Suite 876 E Philadelphia, PA 19106 -3323 BIN: 746000574 Terms of Acceptance: By accepting funds under this grant, the Grantee agrees to comply with all terms and conditions of the grant that are on the Corporation's website at https:// egrants. cns. gov/ termsandcondltions/ FGPSCPTandC _Revised_20100510.pdf, all assurances and certifications made In the Grant application, and all applicable federal statutes, regulations and guidelines. The Grantee agrees to administer the funded Program in accordance with the approved Grant application and budget(s), supporting documents, and other representations made in support of the approved Grant application. Corporation for National. and Community Service: 06114!2010 Signature Date Lennette B. White Name (typed) Senior Grants Officer Title Lennette B. White, 215 -597 -2782 Grants Official Laraccnia Staley, (512)916 -7000 Program Official Page 2 For Omelal Use Only -44- RESOLUTION AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE ALL DOCUMENTS NECESSARY TO ACCEPT A $275,007 GRANT AWARDED BY THE CORPORATION FOR NATIONAL AND COMMUNITY SERVICE FOR THE SENIOR COMPANION PROGRAM. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a $275,007 grant awarded by the Corporation for National and Community Service for the Senior Companion Program. INTRODUCED AND PASSED by the City Council of the City of Corpus Christi, Texas, on the day of October, 2010. ATTEST:, CITY OF CORPUS CHRISTI Armando Chapa, City Secretary Joe Adame, Mayor Approved: September 29, 2010 Lisa Ag Assista " ity Attorney For City Attorney H:1LEG- DIR \Lisa12010 Resolutions\SCP Resolution.doc -45- Corpus Christi, Texas of , 2010 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla G. Leal John E. Marez Nelda Martinez Mark Scott ORDINANCE APPROPRIATING A $275,007 GRANT FROM THE CORPORATION FOR NATIONAL AND COMMUNITY SERVICE IN THE NO. 1067 PARKS AND RECREATION GRANTS FUND FOR THE SENIOR COMPANION PROGRAM; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. A $275,007 grant from the Corporation for National and Community Service is appropriated in the No. 1067 Parks and Recreation grants fund for the Senior Companion Program. SECTION 2. That upon written request of the Mayor or five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure this the day of October, 2010. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa, City Secretary Approved: September 29, 2010 Lisa Aguilar1J(ssistant City Attorney For City Attorney Joe Adame, Mayor H:1LEG- DER \Lisa12010 Ordinance\SCP Ordinance.doc —47— Corpus Christi, Texas Day of , 2010 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: Ilwe, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Joe Adame Mayor Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla G. Leal John E. Marez Nelda Martinez Mark Scott 6 1 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: October 26, 2010 AGENDA ITEM: Motion authorizing the City Manager or designee to execute documents necessary to purchase sculpture created by artist Jack Gron for a work of permanent art created in aluminum and bronze and authorize disbursement of $26,205.85 from the Bond Fund 3340 for such purchase. ISSUE: The Arts and Cultural Commission is making a recommendation to the City Council to enter into a contract with Jack Gron (Artist) for the purpose of creating an aluminum and bronze sculpture for the exterior building fa9ade of the Corpus Christi Police Department facing John Sartain St. The funding for this sculpture is made available as an exception to the "Percent for Art" program, established by ordinance in March of' 1987; for•orre- quarter percent of construction cost for the police station project approved by voter referendum on April 5, 1986. The construction project renovated the building at 321 John Sartain to serve as the Corpus Christi Police Department headquarters. Luis Jimenez (1940 — 2006) was the original artist selected for art project in 1993, but due to a lengthy illness and untimely death, the art project was never completed. REQUIRED COUNCIL ACTION: A motion authorizing the City Manager or his designee to execute a contract with Jack Gron (Artist) is required. PREVIOUS COUNCIL ACTION: Ordinance #028535, passed by Council after two readings on July 14, 2002, amended the' 'Percent for Art" Ordinance#019663, to include a funding allocation for art for the police station and other specific construction projects approved by voter referendum prior to 1987. On October 18, 1993, Council passed a motion approving an Agreement for Commission of Public Art with Sculptor, Luis Jimenez, for the design, fabrication and installation of a permanent work of art placed on the exterior building fagade of the Corpus Christi Police Station, 321 John Sartain. BOARDICOMMISSION ACTION: The Arts and Cultural Commission approved the selection at their Regular Meeting held February 11, 2010. FUNDING: The project will be funded with Percent for Art program dollars from the Police Station CIP Fund 3340. CONCLUSION AND RECOMMENDATION: The Arts and Cultural Commission, and the Visual Arts Committee have reviewed they recommendation of the' Police,Station CIP Art Selection Panel and approve this project. Mic ael Morns, Director Parks and Recreation department MichaelMo a(cctexas.com 361 -826 -3464 Attachments: Background Minutes from 11/19/09 ACC Meeting Agreement and Exhibits —51— BACKGROUND INFORMATION A Request for Proposals (RFP) was distributed to artists residing in South Texas and the surrounding areas for the execution of a work of art to be located near the entrance of the Police Station on John Sartain Street. Jack Gron's design was chosen by a Peer Panel, and approved by the Visual Arts Committee. The work for the Police Station project is based on the police officer's shield ". The award is $26,205.85 for this aluminum and bronze structure. This cost includes all expenses associated with design, fabrication, transportation, installation, and insurance. The sculpture is 12 foot wide and 14 feet high. The sculpture will be mounted on the exterior of the building. The Arts and Cultural Commission's Visual Arts Committee approved the recommendation of the Peer Panel at their November 19, 2009 meeting after which the Arts and Cultural Commission voted to recommend the Jack Gron artwork to the City Council at their Regular Meeting on February 11, 2010. This project is being funded according to Public Art Policies and Guidelines. These policies and guidelines were passed by the City Council on March 10, 1987. Under Section 2 -109 (c)(1), Municipal Public Art Program: "All allocations for funds for city construction projects shall include an amount equal to one and one - quarter (1-1/4) per cent of the construction cost, to be used for the selection, acquisition, commissioning, and display of works of art and any other associated costs such as professional fees, community education, insurance, curatorial services, identification, documentation and publicity. if the source of funding, applicable law governing any particular project, or the expenditure of such funds precludes art as permissible expenditure, the amount of funds so restricted shall be excluded from the construction cost, as defined herein, in determining the amount to be allocated as provided herein. City construction projects with a construction cost of less than fifty thousand dollars ($50,000.00) shall be excepted, and no allocation shall be made on such projects. Eligible city construction projects for operational facilities that are not visited by the public on a routine basis nor designed for public access shall not have publicly funded interior artwork, but the exterior of such facilities remain eligible for artwork. Concurrent with the appropriation to fund a related city construction project, the city council shall appropriate funds as specified herein and request the municipal arts commission to appoint an art selection panel for the project. Separate accounts shall be established whenever funds are required to be used at a designated city construction project. Except for the following city construction projects approved by voter referendum on April 5, 1986, namely thepoliice station and municipal court facility, airport terminal interior: treatment of ceilings and lighting and renovations of restrooms, development of unimproved parkland, and the recreation center, which shall be subject to the allocation for public art, all future appropriations for city's construction projects previously authorized by bond referendum prior to the effective date of this section shall be exempt from the allocation for public art. However, Relocation of Fire Station No. 1 shall be eligible for exterior public artwork." ARTS & CULTURAL COMMISSION Regular Meeting, February 11, 2010, 4:30 p.m. 6th Floor Conference Room, City Hall, 1201 Leopard Street, Corpus Christi, Texas MEMBERS MEMBERS P A STAFF 1. Honigbaum, Brian 2. Brown, Barry L 3. Vacant 4. Paris, Karina i 5. ]Burch, Alene 6. Garza, Amorette O El D El ❑ ❑ ❑ I El El 10. Bluntzer -Dura, Dianna 11. LaBarrett, Joye 12. Vacant 13. Vacant 14. Prewitt, Dr. Judith ❑ ® 15. Schenk, Joe 7. Hilliard, Joe 8. Hovda, Heidi r ® ❑ 9. Kemm, Ericha , IN ❑ ❑ 16. Trimble, Frank 17. Valadez, Corinne Michele Thomas Tara Mireles Total: 9 = 5 I. CALL TO ORDER - The Regular Meeting of the Arts and Cultural Commission was called to order at 4:36pm by Chair, Heidi Hovda. II. ROLL CALL - The recording secretary called roll, announced quorum. III. PUBLIC COMMENT — None. IV. APPROVAL OF MINUTES a. Regular Meeting, January 14, 2010 i. Member attendance table needs corrections. Commissioners requested more detailed minutes regarding the Memorandum of Understanding. They felt details of conversation were crucial. Commissioners were asked if they would prefer a transcript of the meeting. They would like the discussion held following the Q&A to be transcribed. Commission would like to see if Legal can provide transcription. Minutes will be tabled until issues are resolved. Joye LaBarrett made a motion to table the minutes. Dr. Judith Prewitt seconded. Motion passed. V. FINANCIAL REPORT There is no change in the financial report. The final agreements for the grants and public art awards (artwork at the police station) will be reflected in the budget report at the next meeting. VI. COMMITTEE REPORTS a. Performing Arts- Joye Labarrett I. Performing arts committee has met several times. ii. Joye provided an update of Festival of the Arts. Domingo Live will not be able to participate, but will have representative for Festival of the Arts at their studio to promote event on the Sunday prior. There will be one guest artist for the Italian street painting exhibit. The Budweiser stage is not available as it has already been reserved for another event. New Star energy will make a donation for food, and is pending a vote for approval at their volunteer council meeting. DMD has agreed to donate $5400.00 in in -kind services and monetary donations. Omni will cover the guest artist room and board costs. Volunteers will be eligible for the "Give a day, Get a day" program. iii. Expressed concerns regarding meeting of Cultural Enrichment Committee. Heidi will contact Karina Paris. b. Visual Arts- Joe Pena i. Joe Pena is no longer with committee. Committee remains without a chair. A vote will be held on Monday during Visual Arts Sub - Committee meeting. c. Cultural Enrichment- Brian Honigbaum i. Committee has not yet met. Heidi will give Brian a timeline to setup a meeting, and encourage more participation with Festival of Arts. -53- d. Youth Arts Committee- Ericha Kemm 1. Have not had official meeting. Ericha has sent out communications to committee members. Committee is working on securing volunteers for the "Kid Zone." e. Grants- Joye LaBarrett i. Met previously. Committee looked over scoring factors that were in place in the year prior. Commission felt that artistic merit should have more value than marketing. Will go into more detail when it is an action item. VII. OLD BUSINESS (DISCUSSION / POSSIBLE ACTION) a. Update on administrative support for the Festival of the Arts i. Heidi spoke with Ethan Thomas in charge of interns at TAMUCC. JoAnne Franke - Benavidez was previously tasked with this assignment, but did not contact Mr. Thomas. The commission needed to contact him in November or December. The earliest to acquire an intern will be Fall 2010. ii. Volunteer program will not be available for Festival of the Arts. Michele and Tara will be on site to assist with event needs. Heritage Park staff will also be present at the event. b. Update on the Arts and Cultural Alliance i. Next meeting March 3 at 11:30am. Location will be at Instituto de Culture Hispanica at Heritage Park. ii. Insert is complete and will go to printer. Set to go out March 1St. Press Conference will be set up at Gaivan House to kick off release of inserts. Two -part marketing approach: 1.) Selling the Arts, 2.) Selling the fund. Commissioners can review insert following adjournment. iii. Next meeting will focus on development of By -laws. Heidi urges ACC to attend. VIII. NEW BUSINESS (DISCUSSION / POSSIBLE ACTION) a. Art Maintenance Report i. Frank Trimble composed Public Art Maintenance Plan. City will hire a conservator to complete a condition report on public art pieces owned by the City listed on Permanent Art Collection List. Works needing repair will be repaired by conservator or another agent. Conservator/agent will be paid by City using ACC Maintenance Budget. ii. Visual Arts Committee will hire and oversee conservator and list of repairs will be submitted thereto. As per ordinance, Visual Arts Committee reports to Council each year recommending repairs needed to be made to artwork. iii. If art piece is located at a City Department, department will be responsible for maintenance and will not come out of ACC maintenance budget. iv. ACC to add more stipulations in contract. Commission would like to amend plan. Ericha Kemm made a motion to table the Public Art Maintenance Plan. Alene Burch Seconded. Motion passed. b. James Hetherington The Flame" maintenance i. City met with Mr. Hetherington to soften edges of The Flame" to prevent injuries at Fire Station. City will plant shrubs around artwork. Project will cost $2,000.00 to have artist move artwork to Houston to perform adjustments. City asking ACC if they would like to donate funds for completion of project. ACC is satisfied with artwork as is and at this time does not see the need to make any changes to it. If ACC does not contribute, City will look for other avenues to fund repairs. ACC has chosen to refrain from contributing. c. Review of attendance requirements i. Heidi encouraged commissioners to attend meetings in order that issues can be resolved. After the 4th absence, commissioners will no longer serve on the commission. Barry Brown has resigned from the ACC. d. Value changes to the art grants rubric i. Values were changed to 40% Marketing, 35% Artistic Merit, 25% Capability. Changes were made based upon request by ACC to increase the value of Artistic Merit. ACC will adopt changes with provision that HOT fund monies will be received. Grant Committee will develop a plan in case HOT monies are not awarded. Commission discussed options to control "double- dipping? Joye made a motion to approve changes to art grants rubric. Dianna seconded. Commissioners felt there was insufficient information concerning 2010- 2011 HOT funding. The vote was called: 4 in favor, 4 opposed. Vote was left to Chair. Heidi opposed. ACC will look at later. e. Police Station Project - $25,000 i. $32,000 set aside for Police Station Art Project. Sculpture for exterior of building selected. Frank made a motion to approve artwork and send to City Council to appropriate funds of $25,000. Dr. Prewitt seconded. Dianna abstained. ii. $7,000.00 remaining for 2 interior projects. Committee decided to cancel one project and award $500 to each of the artists that submitted projects. f. Permanent Art Fund Appropriation for Sculpture i. As part of Festival of the Arts, two artists will be present: a sculptor and a painter. $7,569.00 needs to be appropriated for sculptor and $2,000 ($500 for demo; $1500 for acquisition) for painter. Ericha Kamm made a motion to request Council to appropriate $10,000.00 from the permanent art fund to be used for the Festival of the Arts. Joye LaBarrett seconded. The vote was called. Dr. Prewitt opposed. Motion passed. IX. STAFF REPORT: Michele gave ACC new cell phone number. X. IDENTIFY ITEMS TO BE PLACED ON NEXT AGENDA a. Review of meetings discussion i. Art Grants Rubric ii. January 14, 2010 Minutes iii. Art Maintenance Plan iv. New Members XI. ADJOURN a. Joe Schenk made a motion to adjourn. Dr. Judith Prewitt seconded. Motion passed. Heidi Hovda, Chair, adjourned meeting at 5:58pm. Tara Mireles, Administrative Assistant Cultural Services, Parks & Recreation Department Page 1 of 10- AGREEMENT FOR COMMISSION OF PUBLIC ART BETWEEN THE CITY OF CORPUS CHRISTI AND JACK GRON FOR ARTWORK AT CORPUS CHRISTI POLICE DEPARTMENT This agreement ( "Agreement ") is entered into by and between the City of Corpus Christi, Texas, a home -rule municipal corporation ( "City "), acting through its duty authorized City Manager or the City Manager's designee ( "City Manager") and Jack Gron of Corpus Christi, Texas, Texas ( "Artist "). WHEREAS, the City has allocated funds for the selection, purchase, and placement of a public work of art at, in, or near the selected site of Corpus Christi Police Department Building located at 321 John Sartain St, Corpus Christi, Texas ( "Project Premises "); WHEREAS, the City's issued a Request for Proposals ( "RFP "), a copy of which is attached to this Agreement and incorporated into this Agreement by reference as Exhibit A, in order to obtain proposals for the fabrication and installation of public works of art for the City's Project Premises; WHEREAS, Artist submitted a design to City's Arts and Cultural Commission ( "Commission ") in response to the City's RFP ( "RFP Response ") and the RFP Response is incorporated into this Agreement by reference and attached to this Agreement as Exhibit B; WHEREAS, the City and Artist wish to set out the terms and conditions under which the Artwork is to be designed, fabricated, transported, and installed in order to promote the integrity of Artist's ideas and statements as represented in the RFP and as represented by and in the completed Artwork. NOW, THEREFORE, the City and Artist, for and in consideration of the covenants and agreements set out in this Agreement, the sufficiency of which is hereby acknowledged, agree as follows: Section 1. Preamble Language. The preamble language included above this initial numerated section is incorporated into this Agreement by reference and made a part of this Agreement for all intents and purposes. Section 2. Contract Administrator. The City's contract administrator for this Agreement is the City's Director of Parks and Recreation ( "Director"). Section 3. Artwork. The City, through this Agreement, contracts with Artist to provide professional services in designing, constructing, finishing, transporting, and installing a permanent work of art created in aluminum and bronze ( "Artwork "). A representative design of the Artwork, including plans and specifications, will be approved by the architect and the Arts Panel appointed by Commission and will be attached to this Agreement as Exhibit C and incorporated in this Agreement by reference. The City and Artist acknowledge that Artist's preliminary design for the Artwork has been reviewed and approved by the City's Arts and Cultural Commission ( "Commission "), a commission whose members are appointed by the City's City Council ( "City Council "). Section 4. Term of Agreement. This Agreement, excluding certain covenants that survive this Agreement including, but not limited to, Sections 13(B), 21(B), 24, 25, and 26, will expire upon the City's final payment to Artist as governed by Sections 5(B)(iii) and 8(C) of this Agreement. H:1PR- DIR \SHAREDIAGENDA ITEMSSCouncil Meetings12010110 October 20101Oct 2B1Police Station Art 'Jack Gron Artist contract rg2.doc -56-- Page 2 of 10 Section 5. Compensation and Payment Schedule. A. The City will pay directly to Artist a fixed fee of $26,205.85, which is full compensation for all services to be performed and all materials to be furnished by Artist under this Agreement. The payment of compensation to Artist, at any time during the term of this Agreement, will not be deemed a waiver of any right of the City or acceptance, by the City, of defective performance by Artist. B. The fee will be paid in the following installments, each installment to represent full and final payment for all services and materials provided prior to the payment thereof: (i) $16,666.81 will be remitted by the City within ten (10) working days of the execution of this Agreement by the City for preliminary design of the Artwork, supplies, and a portion of Artist's fees; (ii) $4,769.52 will be remitted by the City within ten (10) working days of written notice that the artwork is ready for installation, so long as: (1) the Artwork is in a deficiency - free condition, as reasonably determined by the City; (2) the Artwork appears to have been fabricated and completed in accordance with the plans and specifications set out in Exhibit B; and (3) the City has issued a Notice of Acceptance, as set out in Section 8(B) of this Agreement, as acknowledgment by the City that the conditions delineated in this Section 5(B)(ii) appear to have been met by Artist; (iii) $4,769.52 within ten (10) working days after installation and final acceptance, as defined in Section 8(C) of this Agreement, of the Artwork by the City. Section 6. Fabrication of Artwork. A. Fabrication of the Artwork will be performed by Artist at Artist's art studio located in Corpus Christi, Texas. Artist agrees to do the additional work reasonably necessary to complete the Artwork in accordance with the plans and specifications in Exhibit C, as described in Section 3. B. Artist shall furnish all labor, tools, materials, machinery, equipment, and incidentals necessary for the execution of the Artwork. Section 7. Completion of Artwork. The Artwork must be fully fabricated and ready for transport to the Project Premises no later than 365 days after contract execution, in order to allow ample time for installation at the Project Premises. Section 8. Notice of Substantial Completion, Notice of Acceptance, and Notice of Final Acceptance. A. Artist shall send to Director a written notice of substantial completion ( "Notice of Substantial Completion ") when the Artwork has been substantially completed in accordance with the plans and specifications described in Exhibit C. B. Upon the Artwork's arrival at the Project Premises, the City shall provide Artist with notice of the Artwork's arrival and will issue payment to Artist, under Section 5(B)(iii) of this Agreement ( "Notice of Acceptance "), unless the City gives Artist a written deficiency notice specifying the services or items that are not completed. Upon receipt H :1PR- DIRISHARED.AGENDA ITEMS1Council Meetings12010110 October 201010ct 26 \Police Station Art\Jack Gran Artist Contract rg2.doc —57— Page 3 of 10 of a deficiency notice, Artist will be given a reasonable time in which to correct all deficiencies noted by the City. Artist shall assume all costs associated with the correction of any deficiencies noted. Upon correction of all deficiencies, the City shall notify Artist in writing of the City's accepted arrival of the Artwork and issue a Notice of Acceptance. C. Upon installation of the Artwork and site cleanup, the City shall notify Artist in writing of its final acceptance ( "Notice of Final Acceptance ") of the Artwork. Final acceptance shall not to be unreasonably withheld. Site cleanup shall consist of Artist cleaning and removing from the installation site all surplus and discarded materials, temporary structures, and debris of every kind occasioned by Artist's installation work in order to leave the installation site in a clean and orderly condition, substantially the same as that which originally existed. Section 9. Installation of the Artwork. Artist shall provide plans and specifications for installation of the Artwork. Artist will also be contractually responsible for all completion costs associated with construction and installation of the Artwork. Artist shall be contractually responsible for the physical installation of the Artwork and all completion costs associated with the installation of the Artwork at the Project Premises, in compliance with the project's design firm. Section 10. Transport of Artwork. Artist shall provide the City with a written, 30 -day notice prior to Artist's transport of the Artwork from Artist's studio. The notice must state the method, carrier, and date of shipping; the intended arrival date; and arrival location of the Artwork. Section 11. Artwork Maintenance Instructions. Artist shall submit, within fourteen (14) days after arrival of the Artwork at the Project Premises, instructions regarding routine maintenance required for each component of the Artwork. Section 12. Work Standards. All fabrication work must be performed in a good and workmanlike manner and in accordance with the plans and specifications in Exhibits B and C. Section 13. Taxes. A. The City is a tax - exempt organization and no State of Texas or local sales taxes are due upon the Artwork by the City. The City shall supply Artist with a copy of the Texas Sales Tax Exemption Certificate ("Texas Certificate "). The City does not warrant that the Texas Certificate will be acceptable in any other jurisdiction outside the boundaries of Texas for tax- exempt purchases of materials or supplies to be used for the Artwork. B. Artist is solely responsible for the payment of any and all taxes that may become due to any taxing authority, agency, or entity with respect to services provided by Artist or with the Artwork that is the subject of this Agreement. This provision survives the expiration or earlier termination of this Agreement. C. Artist shall pay, before delinquency: all taxes, levies, and assessments arising from Artist's activities and undertakings pursuant to this Agreement; taxes levied on Artist's art studio and any improvements on the studio property or other place used for the fabrication and completion of the Artwork; taxes levied on Artist's equipment, tools, and machinery; and taxes levied on Artist's interest in this Agreement. H:4PR- DIRISHARED.AGENDA ITEMS\Council Meetings2010\10 October 20101Oct 261Police Station ArtUack Gran Artist Contract_rg2.doc -58- Page 4 of 10• Section 14. No Assignment of Work Without Authorization. The work and services required of Artist under this Agreement are personal to Artist and may not be assigned, delegated, or transferred without the express, written approval of the City. This provision does not prohibit Artist from having the Artwork cast at an approved foundry or from employing qualified personnel to work under Artist's direct supervision and control with respect to the Artwork. Section 15. Review of Work in Progress. Upon reasonable, prior notice to Artist, the City's officers, employees, and agents must be allowed to make reasonable inspections and reviews of Artist's progress with respect to the Artwork. Section 16. Insurance. A. Artist shall secure and maintain, during the term of this Agreement and at Artist's sole, expense, the levels and types of insurance set out in Exhibit 0, a copy of which is attached to this Agreement and incorporated in this Agreement by reference. B. Any subcontractors, if approved by the City, must secure and maintain the same levels and types of insurance shown in Exhibit D prior to performing any work related to this Agreement. C. Artist shall provide proof, by certificate of insurance meeting the limits and requirements set out in Exhibit D, to the City's Risk Manager and Director upon the execution of this Agreement. D. The certificate of insurance must name the City as an additional insured and must provide the City with at least 30 days written notice of cancellation, material change, or intent not to renew any insurance coverage required by Exhibit D. Section 17. Artist's Expenses. Artist shall be responsible for the payments of all mailings for submission to the City, including any required insurance certificates; shipping costs of the Artwork to the City; all costs of travel by Artist; all labor costs for Artist's employees; and all other costs, unless specifically excluded in this Agreement, that are necessary for the proper performance of the work, services, and obligations required by Artist under this Agreement. Section 18. Dedication Ceremony. A. Artist is requested by the City to attend a dedication ceremony upon opening of the Project Premises to the public. Since Artist's business is located in the City any and all travel expenses related to Artist's decision to attend the dedication ceremony will be the responsibility of Artist. B. The City is solely responsible for coordinating public information materials and activities related to the dedication of the Artwork. Section 19. Public Information by Artist. Artist shall acknowledge the City's role in purchasing the Artwork in all public presentations and written, printed, or electronic publications of the Artwork following the execution of this Agreement. This obligation of Artist survives the termination of this Agreement. H:1PR- DIRISHARED AGENDA ITEMS1Counul Mteetings12010110 October 2010\Oct 261Police Station Art\Jack Ginn Artist Contract rg2.doc _gg_ Page 5 of 10 - Section 20. Independent Contractor; Lack of Contractual Authority. A. Artist shall perform all work and services under this Agreement as an independent contractor and not as an agent, representative, or employee of the City. B. This Agreement does not establish Artist as the agent or legal representative of the City for any purpose whatsoever, and Artist is not granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of, or in the name of, the City or to bind the City in any manner whatsoever. Section 21. Title; Copyright and License to Reproduce. A. Title to the Artwork will pass to the City upon remittance of the final payment. B. City obtains the rights to graphically reproduce, through photography or otherwise, the image of the Artwork including, but not limited to, the Artwork proposal and all preliminary studies, and to authorize third parties to graphically reproduce; through photography or otherwise, any and all of the same as are desired by the City for any purpose deemed appropriate by the City Manager. On each municipal reproduction, Artist will be acknowledged, using designations provided by Artist, to be the creator of the original Artwork depicted, provided that reproductions of any proposals and preliminary studies may not be identified as, or represented to be, the finished Artwork. The rights granted by this subsection survive the termination of this Agreement. Section 22. Identification Label. The City shall prepare, at its own expense, an identification label indicating Artist's name, the Artwork's title, and year of completion. This identification label will be placed near or adjacent to the Artwork whenever the Artwork is publicly displayed by the City. Section 23. Risk of Loss. Artist shall take all measures reasonably necessary to protect the Artwork from loss or damage until Artist has completed delivery to the City of all materials that constitute and form the Artwork and ownership is transferred to the City. Artist shall obtain property insurance, as set out in Section 17 of this Agreement, for loss or damage of the materials paid for by the City while in Artist's possession and control. Section 24. Indemnification. To the extent allowed by Texas law, Artist ("Indemnitor") shall fully indemnify, save, and hold harmless the City and its officers, employees, and agents (collectively, indemnitees") against any and all liability, damage, loss, claims, demands, and actions of any nature whatsoever on account of personal injury (including, without limitation on the foregoing, premises defects, workers' compensation, and death claims), property loss, or damage of any kind whatsoever, including dishonest, fraudulent, negligent, or criminal acts of the Indemnitor or the Indemnitor's employees, representatives, or agents, acting alone or in collusion with others, which may arise out of, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part, Indemnitor's design, fabrication, installation, repair, restoration, or removal of the Artwork and any act or omission of the Indemnitor or of any agent or employee of Indemnitor pursuant to performance under the terms of this Agreement. The terms of this indemnification are effective regardless of whether the injury, damage, or loss is caused by the sole, contributory, or concurrent negligence of the Indemnitees or any of them individually. The lndemnitor covenants and agrees that, if the Indemnitee is made a party to any litigation against the Indemnitor or in any litigation commenced by any party other than Indemnitor relating to this Agreement, Indemnitor shall, upon receipt of reasonable notice H :1PR- D1RISHARED AGENDA ITEMSICouncil Meetings12010110 October 201010ct 261Police Station ArtWack Gron Artist Contract_rg2.doc -60- Page 6 of 10 regarding commencement of litigation and at his/her own expense, investigate all these claims and demands, attend to their settlement or other disposition, defend lndemnitee in all actions based thereon with counsel satisfactory to the lndemnitee, and pay all charges of attorneys and all other costs and expenses of any kind arising from any said liability, damage, loss, claim, demand, or action. No liability attaches to the City by virtue of entering into this Agreement except as is expressly provided for under this Agreement. This provision survives the expiration or earlier termination of this Agreement. Section 25. Artist's Warranties. A. Warranty Against Defects. Artist warrants that the Artwork is designed to last for 20 years and guarantees the Artwork against faulty material and workmanship, including inherent vice. The term "inherent vice" means a quality within the material(s) that compromise(s) the Artwork and, either alone or in combination, results in the tendency of the Artwork to destroy itself and its image. In the event of a claim by the City for faulty material or workmanship, Artist shall, at the City's option, remedy or pay for any loss or damage resulting from faulty material or workmanship that occurs or appears after the date the City issues a Notice of Final Acceptance of the Artwork. The City shall give written notice with reasonable promptness to Artist regarding observed defects in the Artwork that occur or appear. Nothing contained in this Agreement or any action whatsoever by the City constitutes an acceptance of work not done in accordance with the provisions of this Agreement or relieves Artist of liability or responsibility for faulty material or workmanship. This provision survives the expiration of this Agreement. B. Warranty of Title. Artist warrants and guarantees that, upon the City's final remittance of payment to Artist, the City acquires good title to the Artwork and that the Artwork is free from any and all claims, liens, and charges of and by any person or entity including, but not limited to, all employees and suppliers of Artist. This provision survives the expiration of this Agreement. Section 26. Collection Management. A. The City reserves the right to manage its collection of art, including the Artwork, consistent with all applicable laws, the City's Charter, ordinances, and municipal policies. The City, through this Agreement, is commissioning and purchasing a work of public art, and the City shall determine the Artwork's placement at the Project Premises. This reservation of rights survives the expiration of this Agreement. B. The City reserves the right to manage its buildings, facilities, and public sites for public purposes and, in doing so, may determine that it is necessary to relocate or remove the Artwork or modify the site in or on which it is located. This reservation of rights by the City survives the expiration of this Agreement. Section 27. Force Majeure. No party to this Agreement will be liable for failures or delays in performance due to any cause beyond their control including, but not limited to, any failures or delays in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, and riots or interference by civil or military authorities. Artist shall inform the City in writing and submit proof of force majeure within three (3) business days of the event or occurrence of force majeure. Artist's failure to inform and submit proof to the City of force majeure constitutes a waiver of this right as a defense. The H:1PR- DIRISHAREDb4GENDA ITEMS\Council Meetings12010\10 October 2010\Oct 261Police Station Art\Jack Gron Artist Coniract_rg2.doc —61— Page 7 of 10 . failures or delays to perform extend the period of performance until these exigencies have been removed. Section 28. Survival of Terms. Termination or expiration of this Agreement for any reason does not release either party from any liabilities or obligations set forth in this Agreement that: 1) the parties have expressly agreed survive the termination or expiration including, but not limited to, Sections 14(B), 22(B), 25, 26, and 27; 2) remain to be performed; or 3) by their nature would be intended to be applicable following the termination or expiration. Section 29. Non - Discrimination. Artist shall not discriminate or permit discrimination against any person or group of persons, as to employment or in the performance of services under this Agreement, on the grounds of race, religion, national origin, sex, physical or mental disability, or age, or in any manner prohibited by the laws of the United States or the State of Texas. The Director retains the right to take the action as the United States may direct to enforce this non- discrimination covenant, Section 30. Compliance with Laws. A. Artist must comply with all applicable Federal, State, and local government laws, rules, regulations, and ordinances that may be relevant or applicable to Artist's performance under this Agreement. B. This Agreement is also subject to applicable provisions of the City's Charter. Section 31. Venue. All actions brought to enforce compliance with this Agreement must be brought in Nueces County, Texas, where this Agreement was executed and will be performed. Section 32. Interpretation. This Agreement will be governed by and construed in accordance with the laws of the State of Texas. Section 33. Notice. A. All notices, demands, requests, or replies provided for or permitted, under this Agreement by either party must be in writing and must be delivered by one of the following methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (3) by prepaid telegram; (4) by deposit with an overnight express delivery service, for which service has been prepaid; (5) by fax transmission; or (6) e-mail. B. Notice deposited with the United States Postal Service in the manner described above shall be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service in the manner described above will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax or e-mail will be deemed effective upon transmission with proof of delivery to the receiving party. All communications must only be made to the following: H :1PR- DlRISHAREDIAGENDA ITEMS1Council Meetings12010\10 October 20101Oct 281Police Station Art\Jack Gran Artist Cantract_rg2.doc -62- Page 8 of 10 C. IF TO CITY: City of Corpus Christi — Parks and Recreation Attn: Michael Morris, Director 1201 Leopard; 3rd Fl P.O. Box 9277 Corpus Christi, Texas 78469 -9277 (361) 880 -3464 (361) 880 -3864 Fax MichaelMo(cctexas.com IF TO ARTIST: Jack Gron 7036 Lake View Drive Corpus Christi, Texas 78412 (361) 985 -1137 Jack.Gronla'tamucc.edu D. Either party may change the address to which notice is sent by using a method set out above. Artist shall notify City of an address change within ten (10) days after the address is changed. Section 34. Mechanics and Materialman's Liens. Artist must not allow the Artwork to be encumbered by any notice of intention to file a mechanic or materialman's lien or by the filing of a mechanic or materialman's lien. In the event that any notice of intention to file a mechanic or materialman's lien is received by Artist or a mechanic or materialman's lien is filed against the Artwork purporting to be for labor or materials, Artist must discharge the same within ten (10) days of the notice or filing. Section 35. Disputes. Any disputes concerning Artist's performance of this Agreement that are not disposed of by agreement between Artist and the Director will be referred to the City Manager or the City Manager's designated representative. If these persons do not agree upon a decision within a reasonable period of time not to exceed forty -five (45) days, the parties may pursue other legal rights and remedies to resolve the disputes. Section 36. Modification or Amendment. No modification or amendment of any of the terms of this Agreement will be effective unless the modification or amendment is in writing and signed by an authorized representative of each of the parties to this Agreement. Section 37. Waiver. A. The failure of either party to complain of any act or omission on the part of the other party, no matter how long the same may continue, will not be deemed a waiver by said party of any of its rights under this Agreement. B. No waiver of any covenant or condition or of the breach of any covenant or condition of this Agreement by either party at any time, express or implied, will be taken to constitute a waiver of any subsequent breach of the covenant or condition nor will justify or authorize the nonobservance an any other occasion of the same or any other covenant or condition of this Agreement. C. If any action by Artist requires the consent or approval of the City on one occasion, any consent or approval given on said occasion will not be deemed a consent or approval of the same action or any other action on any other occasion. H:1PR- DIRISHAREDAAGENDA ITEMSICouncil Meetings 12010/10 October 20101Oct 261Police Station ArRJack Gron Artist Contract_rg2.doc -63- Page 9 of 10 D. Any waiver or indulgence of Artist's default of any provision of this Agreement will not be considered an estoppel against the City. It is expressly understood that, if at any time Artist is in default in any of its conditions or covenants of this Agreement, the failure on the part of the City to promptly avail itself of said rights and remedies that the City may have will not be considered a waiver on the part of the City, but the City may at any time avail itself of said rights or remedies allowed under this Agreement, in law, or in equity. E. Any waiver or indulgence of the City's default of any provision of the Agreement will not be considered an estoppel against the Artist. It is expressly understood that, if at any time the City is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Artist to promptly avail itself of said rights and remedies that the Artist may have will not be considered a waiver on the part of the Artist, but the Artist may at any time avail itself of said rights or remedies allowed under this Agreement, in law, or in equity. Section 38. Severability. A. If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement or the application hereof to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of said term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected thereby, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word hereof be given full force and effect for its purpose. B. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, in lieu of each illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. Section 39. Acknowledgment and Construction of Ambiguities. The parties expressly agree that they have each independently read and understood this Agreement. By Artist's execution of this Agreement, Artist agrees to be bound by the terms, covenants, and conditions contained in this Agreement. By agreement of the parties, any ambiguities in this Agreement may not be construed against the drafter. Section 40. Captions. The captions utilized in this Agreement are for convenience only and do not in any way limit or amplify the terms or provisions of this Agreement. Section 41. Disclosure of Interests. Artist further covenants and agrees, in compliance with the City Code of Ordinances, Section 2 -349, as amended, to complete the Disclosure of Interest form that is attached to this Agreement as Exhibit E and that is incorporated by reference into this Agreement. Section 42. Executory Agreement. This Agreement is not considered valid until signed by authorized representatives of each of the parties and approved by the City Council. R:1PR- DI#t1SHARED.AGENDA ITEMSSCounci3 Meetings\2010\10 October 201010ct 261Potice Station ArtlJack Gron Artist Contract_rg2.doc -64- Page 10 of 10. Section 43. Entire Agreement No verbal agreements or conversations between any officer, employee, or agent of the City and Artist or Artist's agent prior to the execution of this Agreement affect or modify any of the terms or obligations contained in this Agreement. Any verbal agreements or conversations prior to execution of this Agreement are considered unofficial information and in no way binding on either party. This Agreement and the attached and incorporated exhibits constitute the entire agreement between the City and Artist for the purpose stated. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter of this Agreement, unless contained in this Agreement, are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Agreement and its exhibits of the terms, conditions, promises, and covenants relating to,Artist's performance under this Agreement. EXECUTED IN DUPLICATE, each of which will be considered an original, on this the day of , 2010. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary `Angel R. Escobar City Manager APPROVED AS TO LEGAL FORM OA • 2010 Lisa Aguilar, ssistant City Attorney for City A ney ARTIST Title Date: l /'i' 10 STATE OF TEXAS COUNTY OF NUECES s instru `rttwas acknowledged before me on D6 . , 2010, by Jack Gron. 1 „MAUL Notary P) . ' , ate of Texas My Commission Expires Seal: TfCL l„ (1D-l+ Notary's Printed Name HAPR- DIR\SHAREDAGENDA ITEMS1Gouncil Meetings12010\10 October 201010ct 261Palice Station Art\Jack Gron Artist Contract_rg2.doc —65— TANECA L. SCOTT Notary Public State of Texas My Comm. Exp. 06/04/2011 Exhibit A City of Corpus Christi, Texas Arts and Cultural Commission Public Art Program To: Open call to visual artists. From: Staff Liaison to the Arts and Cultural Commission, City of Corpus Christi Project: Public Artwork, Corpus Christi Police Department Budget: The total project cost is $35,642.30 which as been divided into three amounts: $25,078.07 will be used for an exterior work and the proposal maquette; $5,000.00 will be used for an interior work, and $2,000.00 will be used for an additional interior work. Funds to cover all costs associated with design, fabrication, materials, transportation and installation of the artwork (includes all artist expenses). 10% of the total project cost has been set aside for publicity purposes including lighting, advertising, and a reception of the completed project. Application Deadline: All artist's packets and/or materials pertaining to the proposal must be mailed by June 24, 2009 (postmark date). A. PROJECT DESCRIPTION The City of Corpus Christi Arts and Cultural Commission issues an open call to artists. One or more artists will be selected to design, create, and install three works of art on the interior and exterior of the Corpus Christi Police Department, located in the downtown area of Corpus Christi. The Art Selection Panel has designated three potential sites for the works of art, with the following guidelines be considered for all three sites: For the interior locations, $5,000 will be the project cost for a work of art to serve as a memorial for fallen Police; $2,000 will be the project cost for photographs honoring the citizens of Corpus Christi. All interior work must be framed and ready to be installed by the artist. For the exterior location, $25,078.07 will be the project cost for a work of art near the entrance of the Police Department. All media will be considered including freestanding sculpture, wall mounted sculpture, and painted murals (Kiem Paint must be used for mural works). All exterior artwork must be highly visible from the street with placement of work to be elevated from the street level. . Page 1 of 3 —66— Exhibit A For all locations, all subject matter will be considered, but artwork must be appropriate for the character, dignity and function of the Corpus Christi Police Department. If an exterior project, the art selection panel will only consider work that is durable and can withstand exposure to high winds, heat, sun, salt and rain. Both exterior and interior projects will be expected to last for no less than twenty years. B. ARTIST ELIGIBILITY The artist(s) will be selected under the auspices of the City of Corpus Christi Public Art Ordinance and the Policies and Guidelines that it authorizes. Eligibility requirements for each project as established by the Visual Arts Committee are listed below. 1. Artists will be selected on the basis of their qualifications, as demonstrated by past work, appropriateness of the proposal to the particular project, and its probability of successful completion. 2. Specifically excluded are works of art done by: students under the supervision of art instructors or done to satisfy course requirements; the design architect or members of the design architect's firm; City employees and; artists who are members of, or related to members of, the Arts and Cultural Commission C. SELECTION PROCESS The Art Selection Panel will consist of a quorum of two voting professionals and two voting community representatives. They will be assisted by an advisory member representing the project architectural firm, and by an ACC member. The panel's recommendation will be forwarded to the Arts and Cultural Commission for approval and, in turn, recommended to the City Council for final approval. A contract between the artist(s) and the City will be executed upon City Council approval. The Art Selection Panel is not obligated to select any of the work proposed. Selection will be based on the majority vote of the panel members. The ACC member assigned to the project will vote only in the case of a tie. While the Art Selection Panel may agree to ask specific artists to submit proposals, this project is being conducted as a worldwide competition. The selection will be based on artistic and technical excellence, professional experience, and suitability of the artwork to the project and its construction schedule. Initial materials must be submitted by June 24, 2009 (postmark date if mailed or date stamped by 5:OOpm if hand delivered). Initial materials submitted by artists need not be specific to these projects, but rather an overview of previous work. On July 1, 2009, the panel will review the initial materials submitted by artists on or before June 24, 2009, Following the initial viewing, the artist(s) whose materials were judged appropriate for this project will advance to the next step of a request for a site-specific proposal. Page 2 of 3 —67— Exhibit A On August 5, 2009, the panel will review the site - specific proposals from the artist(s), and (if possible) select one. During the following week, references will be contacted and the artist will be invited to Corpus Christi. During the visit the artist will meet and interview with the selection panel and become familiar with the site and the City. Date to be determined, The Art Selection Panel will recommend final selection of the artist to the Arts and Cultural Commission. The Commission will, in turn, make its recommendation to City Council. Materials and number of copies to be sent in packet: • One (1) disk of 10 digital images. The panel will only view the first 10. • (6) Sheets of accumulated images with work information that corresponds to the digital images on the disk. • Six copies of signed letter of interest • Six copies of current professional resume. Please include contact information of four individuals familiar with your work, including e- mails. • Optional: Six copies of an initial design or one (1) maquette of a sculpture (chosen maquette to remain in the City's collection). • The Arts and Cultural Commission respectfully asks to keep materials received for an art database for future public art projects. Materials may be mailed to or may be band- delivered to: Arts and Cultural Commission City of Corpus Christi 1581 N. Chaparral Street Corpus Christi, TX 78401 Attn: Program Coordinator If mailed, the materials must be postmarked by June 24, 2009. If hand delivered, the materials must arrive by 5 :00pm on June 24, 2009. For more information, contact Karen Dawson at (361) 826 -3449 or via email at KarenD @cctexas.com The Corpus Christi Arts and Cultural Commission cannot be responsible for lost, missing, or damaged materials. Exhibit B Texas 11,1 University-Corpus Christi College or moral Art Depart t. of Art 6300 Ocean Drive, Una 5721, Carpus Chr ii., Texas 78412 -5721 Of ien 361-825-2317 Fax: S61- 825 -609: June 22, 2009 City of Corpus Christi Arts and Cultural Commission Public Art Program. Dear Art Selection Panel, I am interested in submitting a proposal for the Polio Station sculpture competition in down town Corpus Christi. I have over 30 years of experience in the design, fabrication and installation ofpublic sculpture in metal. As my resume demonstrates; my work appears in a number of public and private collections across this country, in Canada, England and in Poland. With my expertise 1 am able to execute my concepts and designs in a timely and cost effecfive manner, eliminating the need of hirirtg Dtbricatars to construct the work. This allows me to maximize scale within the constraints of budgetary .limitations. i have included =initial concept dra ing of the-design for the wall of the police station near the entrance Of the' building. This composition in high relief would be fabricated, out of bronze and aluminum sheet and aluminum tubing. The design is based upon the peace officer's badge or shield utilizing tine ale arid star forms as the--central symbols. The entire work would be anchored to the wall well above street level, out of reach of the public. Z would welcome the opportunity to submit a detailed sc-aled rrtaquette of this proposal for your review. Thank you 'tor your consider ttiotn. ieiw, The id . ;d Ui u rai P r-w :itamu c u Exhibit C Commissioned Art Work by Jack Gron Police Station - John Sartain St entrance Aluminum and bronze, 14' x 12' -71- Exhibit D 1. ARTIST'S INSURANCE REQUIRMENTS A. Artist must not commence work on the Artwork until all insurance required herein has been obtained and such insurance has been approved by the City. Artist must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Artist must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for the General liability policy and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day written notice of cancellation, non- renewal, material change or termination is required on all certificates Bodily Injury and Property Damage Per occurrence / aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premise — Operations 3. Products - Completed Operations 4. Broad Form Property Damage 5. Contractual Liability 6. Independent Contractors 7. Fire Damage $1,000,000 COMBINED SINGLE LIMIT PROPERTY INSURANCE Fire and Extended coverage to include theft and vandalism exposures At a minimum, in amounts sufficient to cover the loss of materials paid for by the City while in the Artists' possession and control, in addition to the Artist's property TRANSPORTATION / INSTALLATION INSURANCE 1. During transportation of the artwork from the Artist's studio to Corpus Christi, TX 2. During the installation of the artwork at the Site In amounts sufficient to .cover the replacement cost of the artwork WORKERS' COMPENSATION EMPLOYERS' LIABILITY Required for installation of Artwork on site MUST COMPLY WITH THE TEXAS WORKERS' COMPENSATION ACT AND PARAGRAPH II OF THIS EXHIBIT $500 000 Page 1 of 3 —73— Exhibit D II. ADDITIONAL REQUIREMENTS A. As stated in Section I -B, Table, Contractor must obtain the applicable workers' compensation coverage for its employees through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and with endorsements approved by the Texas Department of Insurance. The coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by Contractor will be promptly met. B. Contractor's financial integrity is of interest to the City; therefore, subject to it's right to maintain reasonable deductibles in such amounts as are approved by the City, Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at its sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies).Contractor shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469 -9277 (361) 826 -4555- Fax # D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, on the General Liability and Business Auto Liability coverage. • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non- renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non - renewal of coverage, Contractor shall provide a replacement Certificate of Insurance and Page 2 of 3 —74— Exhibit D applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this agreement. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractors' performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. Page 3 of 3 _75- SUPPLIER NUMBER 1013E ASSIGNED BY C:rrY city cf PURCHASING DIVISION Corpus Christi Exhibit E CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST All persons or firms seeking to do business with the City must provide the following information. Every question must be answered. If the question is not applicable, answer with "NA ". See reverse side for definitions. COMPANY NAME : P. O. BOX: : STREET? ` 44V e_ 4'k) . CITY: FIRM IS: 1. ...Corporation ( Partnership ' ( ) 3. Sole Owner 4. Association ) S. Other ( ) DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet, 1. State the names of each "employee" of the City of Corpus Christi having an "interest" in the above named "firm." Name Job Ti "City Department (if known) 2. State the names of each Council Member of the City of Corpus Christi having a "substantial interest" in the above named "firm." Name Title 9 « #. 3. State the names of each "board member" —of the City of orpus above named "firm." r sti aving a su'sten is intents in t Board, Commission, or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has ; "" - : " in the above named "firm." Consultant CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to-the City of Corpus Christi, Texas as changes occur. Certifying Person: Signature of Certifying Pei or Ti #ie: 0 LL) Wet Date :" Pagp5l of 2 cf- (ID Exhibit E DEFINITIONS a. `Board member." .A member of any board, *commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part- time basis, but not as an independent contractor. c. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with it product or service, including but not limited to, entities operated in the form of sole proprietorship, as self - employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non - profit organizations. d. "Interest." Any direct or indirect pecuniary or material benefit in a contract or transaction other than: (1) An interest which is shared by and available to all other persons similarly situated; or (2) A remote or incidental interest which would not increase or decrease materially due to the action of the city or is less than two hundred dollars ($200.00) in value; or (3) An interest of a subcontractor which has no direct contractual • relationship with the city, is receiving fair and reasonable compensation, and is not operating as a subterfuge erfuge to circumvent The code of ethics; or . (4), An interest in real property acquired by the city which could otherwise be accomplished only through eminent domain provided that the property must be acquired for a public purpose andjust compensation mast be paid under the Texas Constitution after obtaining an independent appraisal. e. "Substantial Interest" Any interest which has a value of five thousand dollars ($5,000,00) or more or represents ten (10) per cent or more of a person's gross income during the most recent . calendar year f. "Consultant' Any poison of firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. 3 Pas, i oft 7 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: October 26, 2010 A RESOLUTION AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO SUBMIT A GRANT APPLICATION TO THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, OFFICE OF PUBLIC AND INDIAN HOUSING, iN THE AMOUNT OF $250,000 FOR A TWO -YEAR CHOICE NEIGHBORHOODS INITIATIVES ROUND 1 PLANNING GRANT TO SUPPORT THE DEVELOPMENT OF A COMPREHENSIVE TRANSFORMATION PLAN FOR THE TARGET AREA BOUNDED BY MORGAN, SOUTH PORT, AGNES AND CROSSTOWN, ALSO KNOWN AS CENSUS TRACT 10, WITH A 5% CITY MATCH REQUIREMENT AND TO EXECUTE ALL RELATED DOCUMENTS. ISSUE: Funds are available through a competitive grant application process to the U. S. Department of Housing and Community Development (HUD), Office of Public and Indian Housing, Choice Neighborhoods Initiative Grants Fiscal Year 2010, for funding that supports planning grants for the development of a Transformation plan and possible implementation grants. The required 5% City Match will be met through a 100% In -kind match from eligible Community Development Block Grant (CDBG) Programs that will be conducted in the identified grant eligible area known as Census Tract 10. REQUIRED COUNCIL ACTION: Resolution authorizing the submittal of a two -year Choice Neighborhood Initiatives Round 1 Transformation Plan Grant to HUD and to execute all related documents. CONCLUSION AND RECOMMENDATION: Staff recommends approval of the authorization to submit a two -year Choice Neighborhood Inifiatives Round 1 Transformation Plan Grant to HUD and to execute all related documents. Eddie Ortega Neighborhood Services Director Eddieo @cctexas.com 361.826.3234 BACKGROUND INFORMATION The HUD Choice Neighborhoods Initiative Planning Grant is designed to support development of a transformation plan for an eligible targeted area that is suffering from severe economic distress and in need of neighborhood transformation. Choice Neighborhoods will employ a comprehensive approach to neighborhood transformation. The program will transform neighborhoods by revitalizing severely distressed public and/or assisted housing and investing and leveraging investments in well - functioning services, high quality public schools and education programs, high quality early learning programs and services, public assets, public transportation, and improved access to jobs. Choice Neighborhoods will ensure that current residents will be able to benefit from this transformation, by preserving affordable housing or providing residents with the choice to move to affordable and accessible housing in another existing neighborhood of opportunity. Choice Neighborhoods aims to demonstrate that by expanding the reach of HOPE VI -style investments to assisted and vacant housing units, while investing in people and neighborhood assets, HUD can help transform neighborhoods of distress into revitalized mixed - income neighborhoods. In the development of Choice Neighborhoods, HUD has focused on directing resources into three core goals: 1. Housing: Transform distressed public and assisted housing into energy efficient, mixed - income housing that is physically and financially viable over the long -term; 2. People: Support positive outcomes for families who live in the target development(s) and the surrounding neighborhood, particularly outcomes related to residents' health, safety, employment, mobility, and education; and 3. Neighborhood: Transform neighborhoods of poverty into viable, mixed- income neighborhoods with access to well-functioning services, high quality public schools and education programs, high quality early learning programs and services, public assets, public transportation, and improved access to jobs. To achieve these core goals, communities must develop a comprehensive neighborhood revitalization strategy (Transformation Plan). This Transformation Plan will become the guiding document for the revitalization of the public and/or assisted housing units, while simultaneously directing the transformation of the surrounding neighborhood and positive outcomes for families. The City's target area for this Planning Grant will include Morgan, South Port, Agnes and Crosstown, also known as Census Tract 10, to ensure that individuals living within the Wiggins Public Housing facility can benefit. This area is expected to meet the grant's severely distressed eligibility requirements including extreme poverty, vacancy and crime rates. By focusing efforts on this targeted area, the City can also maximize impact of other federal funds already committed to serve the area such as CDBG and CDBG -R funds. The City must provide a 5% local match in non - Federal cash and/or in -kind support (excluding salaries and staff time) in order to apply for the initial Transformation Plan grant. The Planning Grant's proposed budget will include approximately 15% for management improvements; 15% for supportive services; 5% for administration; and the balance of 66 to 67 percent for fees and costs. Highly competitive, HUD awards only 10 -12 Planning Grants annually. The Transformation Plan that results from this Planning Grant will become the guiding document for the revitalization of the public and /or assisted housing units, while simultaneously directing the transformation of the surrounding neighborhood and positive outcomes for families and residents therein. The Corpus Christi Housing Authority, Christus Spohn Memorial Hospital, Corpus Christi independent School District, Texas A&M University of Corpus Christi, Neighborhood Centers of Corpus Christi, South Texas Institute Arts for the Arts, Westside Business Association, Fighting to Rid Gangs, God's Gym and businesses located within the target area are anticipated partners with the City in the development of the Transformation Plan. Communities with a Transformation Plan already developed are better positioned for successful competition for a subsequent Round 2 HUD Choice Neighborhood Initiatives Implementation Grant. A HUD Implementation Grant could provide up to $31 million to support those communities that have undergone a comprehensive local planning process and are now moving forward with their "Transformation Plan" to redevelop the neighborhood. HUD awards only 2 -4 Implementation grants annually. A RESOLUTION AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO SUBMIT A GRANT APPLICATION TO THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, OFFICE OF PUBLIC AND INDIAN HOUSING, IN THE AMOUNT OF $250,000 FOR A TWO -YEAR CHOICE NEIGHBORHOODS INITIATIVES ROUND 1 PLANNING GRANT TO SUPPORT THE DEVELOPMENT OF A COMPREHENSIVE TRANSFORMATION PLAN FOR THE TARGET AREA BOUNDED BY MORGAN, SOUTH PORT, AGNES AND CROSSTOWN, ALSO KNOWN AS CENSUS TRACT 10, WITH A 5% CITY MATCH REQUIREMENT AND TO EXECUTE ALL RELATED DOCUMENTS. RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Manager or his designee is authorized to submit a grant application to the U.S. Department of Housing and Urban Development, Office of Public and Indian Housing, in the amount of $250,000, for a two -year Choice Neighborhoods Initiatives Round 1 Planning Grant to support the development of a comprehensive transformation plan for the target area bounded by Morgan, South Port, Agnes and Crosstown, also known as Census Tract 10, with a 5% City match requirement and to execute all related documents. ATTEST: Armando Chapa City Secretary APPROVED: October 7, 2010 Elizab- R. Hundley Assi -1= nt City Attorney for the City Attorney EHres279 —84— CITY OF CORPUS CHRISTI Joe Adame Mayor Corpus Christi, Texas day of ,2010 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla G. Leal John E. Marez Nelda Martinez Mark Scott EH res279 —85— CITY COUNCIL AGENDA MEMORANDUM AGENDA ITEM: Motion authorizing the City Manager or his designee to execute an agreement with the Corpus Christi Arts and Culture Alliance, Inc. to receive the FY 2010 -11 council salary funds not receivable by Council Member John Marez in support of the programs provided by the Alliance member organizations for arts and culture programs in the City of Corpus Christi. ISSUE: Council Member John Marez is ineligible to receive council salary due to his employment with the State of Texas. The city's legal department has issued an opinion that these funds can be donated to non- profit organization as long as a public need is met. Council Member Marez has selected the Corpus Christi Arts and Cultural Alliance to receive these funds. FUNDING: The funds are allocated in the FY 2010 -2011 City Council Organization. CONCLUSION AND RECOMMENDATION: Approval of the motion as presented. Armando Chapa City Secretary AGREEMENT CONCERNING PAYMENT OF FUNDS IN SUPPORT OF CORPUS CHRISTI ARTS AND CULTURE ALLIANCE The City of Corpus Christi (the "City ") and Corpus Christi Arts and Culture Alliance, Inc. a Texas nonprofit corporation, (the "Alliance "), make this Agreement concerning payment of funds in support of the programs provided by the Alliance member organizations. The City and the Alliance agree: 1. The parties acknowledge that the Alliance provides funding for its member arts and culture organizations listed as follows: Texas State Museum of Asian Cultures and Education Center, The Art Center of Corpus Christi, South Texas Botanical Gardens & Nature Center, The City of Corpus Christi Arts and Cultural Commission, Corpus Christi Symphony Society, Texas Jazz Festival, Institute de Cultura Hispanica, Harbor Playhouse, and the Antonio E. Garcia Arts & Education Center. 2. The City will pay the Alliance $4,800.00 to be distributed to its member organizations in proportion as indicated Memorandum of Agreement between the Alliance and the City approved by City Council on January 26, 2010. Said funds must be used by the Alliance member organizations before July 31, 2011, to provide arts and culture programs in the City of Corpus Christi which are open to the public. The funds are not to be used for operational expenses of any of the organizations. Member organization will provide receipts documenting how the funds were used to the office of the City Secretary no later than July 31, 2011. 3. The Alliance shall arrange for City review of the books and records of the member organizations to monitor the disposition of the funds paid under this Agreement. Such review of books and records would take place during normal business hours and may include an audit. 4. Should any audit or other review indicate that any City funds have been applied to uses other than those herein stated without the express and prior written approval of the City Manager, or his designee, Alliance shall repay the City funds within 30 days written notice. 5. This Agreement may be amended at any time by written agreement of the City Manager and Alliance. Notices to the Alliance shall be addressed to: Corpus Christi Arts and Culture Alliance Attn: Registered Agent Richard Alegria, Jr. 2533 Wind Rose, Corpus Christi, Texas 78414. 6. This Agreement takes effect upon execution by City Manager. SIGNED AND AGREED UPON, this the day of , 2010 ATTEST: CITY OF CORPUS CHRISTI By: By: Armando Chapa, City Secretary `Angel R. Escobar, City Manager Date: Date: H:1LEG- DIR \Lisa12010 City Council\Corpus Christi Arts and Culture AIliance.doc -90- Approved this (L1 day of , 2010 By: 0C-4' Lisa Aguilar, . stant City Attorney for City Attorney Corpus C r'sti Arts; d Culture Alliance / a 41, 41 By: Name: Title: Date: IL / /Z? H:ILEG- DIR\Lisa12010 City CouncillCorpus Christi Arts and Culture Alliance.doc —91— 9 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: October 26. 2010 AGENDA ITEM: Motion authorizing the City Manager or his designee to approve procuring consulting services from Citagus Software of Duluth, Georgia to upgrade PeopleSoft Financials software to version 9.0 for a not to exceed amount of $150,000. ISSUE: The City uses PeopleSoft Financials to manage critical financial functions. Our current version is 8.8. This is an older version of the software for which we have paid additional support and maintenance fees of $37,993.77 per year to defer upgrade costs. Oracle Corporation will cease providing regulatory support and maintenance for this version after December 2011. REQUIRED COUNCIL ACTION: City Council approval is required for all expenditures over$50,000. PREVIOUS COUNCIL ACTION: In March 1998, Council authorized purchase of PeopleSoft Financial Application. CONCLUSION AND RECOMMENDATION: Staff recommends approval as presented Mic ael Armstro Director of MIS 361-826-3735 michaelar ©cctexas.com Attachments Citagus Statement of Work City and Citagus Contract BACKGROUND INFORMATION The City acquired PeopleSoft Financials in 1998, and completed implementation of the system in 1999. The system has been upgraded on a regular basis to maintain support and continue to receive crucial regulatory and tax updates. We have been on "extended support" for our current version (8.8) since January 2009. We have paid $37,993.77 per year to extend the utility of our current version, and to avoid upgrade costs estimated at $250,000 in 2009. Oracle Corporation, owner of PeopleSoft, will cease to offer any support or updates for our current version on December 31, 2011. Failure to receive regulatory and tax updates would place the City at significant risk of failing to comply with existing and future laws and regulations, including tax laws that would affect the City and its employees. MIS generally requires assistance for significant upgrades to major systems. We are not staffed to develop the deep technical knowledge of new versions that are required for successful implementations and upgrades. On June 28, 2010 the City issued a RFQ for consulting services to upgrade PeopleSoft Financials software from v8.8 to v9.0. Two vendors responded. Of these Citagus was the most responsive with a firm fixed cost of $150,000 and a 22 week timeline. The other responder, EMS Consulting, responded with a cost of $164,800 and a 30 week timeline. This is substantially lower than our 2009 estimate of $250,000. Upgrading the PeopleSoft Financials software will enable the City to continue receiving regulatory support and maintenance from Oracle Corporation and utilize programming changes only found in the newer version. Consulting services from Citagus will provide the City with expertise both to perform the upgrade and to analyze and re- establish all customizations that must work in the new version. Citagus is expecting this process to require one person on -site with remote support and to take 18 weeks. After the upgrade is complete, they will provide four weeks support to allow the new software version to stabilize. The upgrade is currently scheduled to start in November 2010 with completion in March 2011. The proposed upgrade will qualify the City to receive standard support from Oracle until at least June 2014. This wilt be the final upgrade for the PeopleSoft Financials product. At the end of its supported life, we will reach a decision point where we must migrate to Oracle's "Fusion" product or choose an alternative path. MIS is actively engaged in discussions with the Finance and Human Resources Departments concerning potential strategies for moving forward. City of Corpus Christi Statement of Work Statement of Work for Consulting Services PeopleSoft Financials 8.8 Upgrade to 9.0 Introduction The purpose of this Statement of Work is to detail the tasks and responsibilities of the contracted vendor by the City of Corpus Christi, Texas (hereinafter referred to as "City ") to lead and perform the PeopleSoft Financials 9.0 Upgrade. Environment The City of Corpus Christi currently has implemented, and has been using, the PeopleSoft Financials 8.8 application. The following modules are currently in use by the City. General Ledger Accounts Payable Commitment Control Inventory Purchasing Module with P.O. Workflow Project Costing Travel & Expenses The City has customizations in the Purchasing and Project Costing modules. The Purchasing customizations are within the PO Approval Workflow. Approval logic has been modified to include amount for purchase orders and chartfield (fund and source) for the Engineering purchase orders. The Project Costing module has been customized to meet the specific needs of the City's Engineering department and is configured for multiple projects across multiple years, using work break down structures with activity id, source, category and subcategory. The City also uses PeopleSoft Human Resources 9.0 and Enterprise Performance Management 9.0. We are currently on PeopleTools 8.49.09. Scope The scope of this statement of work is to perform the following tasks: 1. Full application only upgrade from the current PeopleSoft release 8.8 to 9.0. The City will remain on the current PeopleTools release 8.49.09. Page 1 of 3 Citv of Corpus Christi Statement of Work 2. The upgrade phases of Evaluate, Upgrade, Retrofit and Test, and Deploy will all be executed. There will be at least 3 upgrade passes and a final move to production (MTP) pass. 3. All City customizations will be re- applied to the 9.0 release unless new PeopleSoft delivered functionality can be utilized. No new modules or functionality will be implemented at this time unless it replaces existing 8.8 customizations. 4. The consultant(s) will manage the project working with the city Functional Lead. The consultant(s) shall work in conjunction with City staff resources detailed later in this document. Deliverables 1. A project plan shall be delivered and followed. 2. All customizations will be evaluated and retrofitted in the Financials 9.0 application. 3. A fully operational PS Financial 9.0 release with the current City implemented modules. 4. Four weeks of post production support provided after go -live. City Staff Resources The following resources will be available to work in conjunction with the consultant(s): 1. A full time Functional Specialist who will be the City's Lead and will work together with the consultant(s) to evaluate the re- application of the customizations, perform the security setup and/or modifications, and coordinate the testing. 2. A full time Data Base Administrator who will perform the installation of the software, perform the technical database upgrade, and will deliver the upgraded copy of production for each pass. 3. A full time PeopleSoft Administrator who will assist the City DBA in delivering the PS environments. 4. 1.5 FTE's of Application Specialist(s) who will run the sysaudits and resolve issues and retrofit the custom sqr's. Page 2 of 3 City of Corpus Christi Statement of Work 5. A full time Functional Specialist who will retrofit the nVision reports and custom queries. Network Access The City will provide all necessary database and application access to consultant(s) both for on -site and off -site remote work. Assumptions 1. The application will be upgraded to the latest available maintenance pack in the PeopleSoft 9.0 release. 2. The consultant(s) will retrofit all customizations, except those noted above, which will include, but not limited to: PeopleCode, Component Interfaces, Application Engines, Workflow, Business Process, Fields, Records, Tables, Page, Data Mover Scripts, and Crystal reports. 3. All customizations are documented and will be provided to the consultant(s). 4. The following activities are not in scope of this upgrade: a. New enhancements/customizations/reports. b. New integrations /interfaces. c. Stress /Load Test d. Disaster Recovery Plan e. Changes to non - PeopleSoft system. f. Implementation of new modules. Page 3 of 3 1T' City of Corpus Christi /Citagus Statement of Work SOW #2 September 17, 2010 The described services in this Statement of Work are subject to the provisions of the existing Consulting Services Agreement between the City of Corpus Christi (the City) and Citagus Software (USA), Inc. ( "Citagus ") dated March 31, 2009. The term of this SOW is defined under the Fees and Term section below. Summary Description of Services: Citagus will provide the PeopleSoft Financials 9.0 Upgrade as described in the attached Proposal and SOW provided by the City (icons at bottom of this document). Scope: This will be an upgrade of the code as delivered (un- customized) plus porting of changes made to Project Costing and the PO Workflow only. Only the objects listed in the attached "CCC Custom Objects for Retro - Fitting" file is in the scope for retro- fitting to release 9.0. The list includes both the application designer and file- server objects. If there are additional objects that are to be ported to release 9.0, that effort will be charged on time and material basis. Network Access • The City will provide all necessary database and application access to Citagus via secured VPN access. • Citagus will only use approved, granted City network access to complete the specific work assigned and will respect the security rules of the access granted at all times. Fees and Term of SOW # o The total budgeted cost for this upgrade is 150,000.00 o The Fixed Fee amount for the work described herein is $123,000.00 o There is an additional amount of $27,000 that is available for use upon the written signed request from the City Director of Municipal Information Systems, on a time and materials basis for the hourly rates included in the Proposal as is needed for unexpected clean -up and work that may arise out of the Upgrade effort. • Rate is all inclusive of travel and living expenses for the onsite resource • Duration is expected to be up to 18 weeks onsite with an additional 4 weeks post production support offshore. • Payment is expected within 30 days of invoicing which is done monthly — once we have a start date, we will edit this to reflect equally billed months across the 18 weeks. The entire FF amount Customer Initials: Citagus Initials: —100- March 13, 2009 Page 1 CITAGUS is billable to customer regardless of actual hours /effort required. The T &M hours are only billed if worked. • Timesheets will be provided weekly with details of work performed • No changes may be made to fees without written consent of City Director of Municipal Information Systems. Assumptions: • Citagus' estimates are based on the SOW provided by the City of Corpus Christi attached to this SOW. Deviations that arise during the project discussions will be managed via a "change control" mechanism, and may result in adjustments to the Project Scope, Estimated Schedule, Charges and other terms. These adjustments may include charges on a time and materials basis using Citagus' standard rates in effect for any resulting additional work or waiting time • The designated User Acceptance Testing team would be made available to the upgrade team during the initial customization review sessions • The designated User Acceptance Testing team is available for 4 weeks during initial pass and 1 week each during the subsequent passes and complete one full round of testing. Inhere is a delay in UAT completion, by more than 4 weeks from the scheduled completion of the UAT phase due to non - availability of the User Acceptance Testing team or lack of spending enough time to complete the UAT, Citagus will be eligible to invoice the City for the UAT completion milestone • The database administrator and PeopleSoft Environment administrator would be available for some period outside the normal working hours, in case if the remote team is setup outside the US central time. • There is neither database nor PeopleTools upgrade as part of this project. It's only the PeopleSoft Finance application upgrade from the current 8.8 release in City to Release 9.0 • The following productivity tools will be used for this project: • MS Project • MS Office • MS Visio • City will provide dedicated space and facilities (e.g., desks, phones, hardware, software, LAN access, laser printers, and fax) for the project team for the duration of the project • City should provide a desktop to the Citagus consultant for performing work responsibilities or allow the Citagus consultant to use his/her laptop with connection to Customer network. • City will provide the team with key information regarding the current business environment, IT environment and application architecture Customer Initials: Citagus Initials: A) --101— Mardi 13, 2009 Page 2 civ‘ptimr; • City will make relevant documentation, analyses and other information available to the project team in a timely manner as required • The City should provide the following: o A Project Manager or Coordinator from the customer side who will be the single point of contact for Citagus and who will be responsible for obtaining all approvals, arranging Steering Committee Meetings and other meetings with business process owners o VPN connection for Citagus resources working from offsite o Local Copy of Software and Database to be used to minimize the downtime in case there are issues with VPN connectivity o Project Management and Steering Committee guidance in support of scope, issue, and resource management o A list of user champions for the processes, who will represent the user community. There could be more than one champion for a process based on the business functions. All of them should to be identified before the Structure phase of the project begins o Business process knowledge to implement, review the processes and test results, facilitate development of business scenarios, and assess training Content o Functional knowledge on relevant system to be interfaced with, if any o Citagus will not be held responsible for project delays due to issues that are not in Citagus' control including facility and infrastructure issues, unavailability of software and hardware, software licensing issues, unavailability of required customer personnel, data quality, Iack of responsiveness on the part of the City personnel, etc. If the go -live date is postponed due to any such reason beyond 30 calendar days, Citagus may charge the City on a Time & Material for all additional effort o Citagus may use proprietary tools to perform Citagus responsibilities in this Statement of Work, which will remain the property of Citagus Customer Initials: Citagus Initials: —102— March 13, 2009 Page 3 . IT Contacts: City of Corpus Christi Contact: Gloria Posada Phone: 361- 826 -3644 Email: gloriap @cctexas.com Citagus Contact: Lynn Duffy Phone: 404 -226 -6225 Email: lynn daffy @citagus.com Signatures: AGREED: Citagus Software (USA), Inc AGREED: City of Corpus Christi (Sign re) (Signature) Lynn ffy (Name) (Name) Vice President, Operations (Title) (Title) ei31- c97, apt 0 ( ate) (Date) Attachments: Upgrade SOW July 9.0 FI Upgrade\ CCC Custom objects 2010.pdf Corpus Christi RFQ R +for retrofitting 9 Upc Approved as to form: ae Lisa Agulia Assistant City Attorney For City Attorney Customer Initials: Citagus Initials: —103— Mmv1 13, 2404 Page 4 10 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: October 26, 2010 AGENDA ITEM: Ordinance amending the Code of Ordinances, City of Corpus Christi, Chapter 2 to revise the membership of the Arts and Cultural Commission from 17 members to 9 members and combine the music, dance, drama, membership categories into new performing arts category; and declaring an emergency. ISSUE: The Arts and Cultural Commission (ACC) requests that the membership as stated in the Code of Ordinances be amended by reducing the number of members from 17 to 9 members and modifying some of the categories of membership. The ACC voted to recommend this change to City Council at their August 19, 2010 regular meeting. Changes in the membership will address the ACC's ability to make quorum for Regular Meetings and will better reflect the ACC's current focus and activities. REQUIRED COUNCIL ACTION: Council approves all changes to the Code of Ordinances. PREVIOUS COUNCIL ACTION: none CONCLUSION AND RECOMMENDATION: Staff recommends approval of this ordinance. Midhaef Morris, Ddrector Parks and Recreation Department MichaelMo @cctexas.com 361- 826 -3463 Attachments: Background -- applicable section from Municipal Code of Ordinances BACKGROUND From the City of Corpus Christi Code of Ordinance, with proposed changes noted: "DIVISION 6. ARTS AND CULTURAL COMMISSION * * * * * Sec. 2 -100. Established; function; membership. There is hereby established an arts and cultural commission to act in an advisory capacity to the city government in connection with the beautification and cultural development of the city. Such commission shall consist of seventeen (17) nine (9) members appointed by the mayor, subject to confirmation by a majority of the city council representing the following categories: (1) Marketing - two (2) one (1) representatives; (2) Economic development/tourism - two (2) one (1) representatives; (3) Public space /public art - two (2) one (1) representatives; (4) Youth /education - two-42)-one (1) representatives; (5) Musis;Performing Arts — one (1) representative; (6) Visual arts- one (1) representative; (7-) Dance; (8) Drama; (9) (7) Architecture — one (1) representative; (10) Texas A &M University Corpus Christi; (11) Del Mar College; (12) Civic leader; (8) Higher Education — one (1) representative; (13) (9) _ Commerce, etc. Business development groups /corporate -- one (1) representative. (Ord. No. 8288, § 1, 12 -21 -1 966; Ord. No. 17748, § 5(f), 7 -27 -1 983; Ord. No. 20837, § 1, 11 -28 -1989; Ord. No. 23432, § 2, 9 -8 -1998) Sec. 2 -101. Terms of members. The members of said commission shall be appointed on the first day of September. One (1) new member shall be appointed for a three -year term and the other shall be appointed for a two -year term. Upon the expiration of each of the aforesaid terms of office, the succeeding term of office for each of the seventeen (17) nine (9) members shall thereafter be for a period of three (3) years. (Ord. No. 8288, § 2, 12 -21 -1966; Ord. No. 8894, § 2, 6 -5 -1968; Ord. No. 17748, § 50), 7- 27 -1983; Ord. No. 23432, § 3, 9 -8 -1998) AN ORDINANCE AMENDING THE CODE OF ORDINANCES, CITY OF CORPUS CHRISTI, CHAPTER 2 TO REVISE THE MEMBERSHIP OF THE ARTS AND CULTURAL COMMISSION FROM 17 MEMBERS TO 9 MEMBERS, AND COMBINE THE MUSIC, DANCE, DRAMA MEMBERSHIP CATEGORIES INTO NEW PERFORMING ARTS CATEGORY; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Code of Ordinances, Chapter 2, Administration , Article IV, Miscellaneous Boards, Commissions and Committees, Division 6 Arts and Cultural Commission is amended to read as follows: "DIVISION 6. ARTS AND CULTURAL COMMISSION Sec. 2 -100. Established; function; membership. There is hereby established an arts and cultural commission to act in an advisory capacity to the city government in connection with the beautification and cultural development of the city. Such commission shall consist of seventeen (17) nine (9) members appointed by the mayor, subject to confirmation by a majority of the city council representing the following categories: (1) Marketing - two-(2) one (1) representatives; (2) Economic development/tourism - twe-(2) one (1) representatives; (3) Public space /public art - twe-(2-) one (1) representatives; (4) Youth/education - two (2) one (1) representatives; (5) MusieiPerforming Arts — one (1) representative; (6) Visual arts- one (1) representative; (7) Dance; (8) Drama; (9) Architecture — one CO representative; (10) Texas A&M University Corpus Christi; (11) Del Mar College; (12) Civic leader; (8) Higher Education -- one (1) representative; and (13) (9) =- - _- - -- - - -- -- - - __ - - - - - Commerce, etc. Business development groups /corporate — one (1) representative. (Ord. No. 8288, § 1, 12 -21 -1966; Ord. No. 17748, § 5(f), 7 -27 -1983; Ord. No. 20837, § 1, 11 -28 -1 989; Ord. No. 23432, § 2, 9 -8 -1 998) H:1LEG- DIR\Lisa12010 Ordinance\rts and Cultural Commission.doc —109— 2 Sec. 2 -101. Terms of members. The members of said commission shall be appointed on the first day of September. One (1) new member shall be appointed for a three -year term and the other shall be appointed for a two -year term. Upon the expiration of each of the aforesaid terms of office, the succeeding term of office for each of the seventeen (17) nine (9) members shall thereafter be for a period of three (3) years. (Ord. No. 8288, § 2, 12 -21 -1966; Ord. No. 8894, § 2, 6 -5 -1968; Ord. No. 17748, § 5(0, 7 -27 -1983; Ord. No. 23432, § 3, 9- 8- 1998)." SECTION 2. This ordinance takes effect on date of final approval by City Council. SECTION 3. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision of this ordinance be given full force and effect for its purpose. SECTION 4. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 5. That upon written request of the Mayor or five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure this the day of October, 2010. ATTEST THE CITY OF CORPUS CHRISTI Armando Chapa Joe Adame City Secretary Mayor Approved: September 24, 2010 Lisa Agu r, Assistant City Attorney for City Attorney H:ILEG- DIR \Lisa12010 Ordinanc&Arts and Cultural Commissfan.doc —1 1 0— 11 CITY COUNCIL AGENDA MEMORANDUM AGENDA ITEM: 1sL Reading - 10119110 October 19, 2010 Public hearing and first reading ordinance to consider abandoning and vacating a 29,774 - square foot portion (0.684 Acres) of an undeveloped and unsurfaced 55 -foot wide dedicated public right -of- way (Paxton Street), out of the Navigation Industrial Park, said public right of way, being located north of the Agnes Street public street right -of -way; subject to compliance with the specified conditions. ISSUE: CMC Cometals Steel, is requesting the street abandonment and vacation of the undeveloped and unsurfaced dedicated public right -of -way, to accommodate construction of improvements to their existing recycling facility. REQUIRED COUNCIL ACTION: City Charter Article X, Paragraph 9 requires Council approval to abandon and vacate any portion of street rights -of -way. City Charter Article X, Paragraph 11, requires a public hearing prior to the vacating and abandonment of any street rights -of -way. IMPLEMENTATION SCHEDULE: Upon approval by Council and issuance of the ordinance in accordance with City of Corpus Christi, Code of Ordinances §49 -12 (a), all grants of establishment or closing of public streets, alleys, or other public ways street closure must be recorded in the real property records of the county in which the property is located, and all affected properties must be replatted within 180 days. Prior to permitting any construction on the land, an up -to -date survey, abstracted for all streets, alleys, or publicways, and items of record must be submitted to the Director of Development Services. RECOMMENDATION: Staff recommends approval of the ordi ance as presented. fliti:NZ Attachments: Exhibit A - Background Information Exhibit B - Ordinance Exhibit C - Site Location Map Juan Perales, Jr., P.E. Assistant City Manager Engineering and Development Services Email: JohnnvPVIcctexas.com Telephone: 361- 826 -3828 L:1PLN- DIRlspeciai- serv.lwlllle medinelclty council agenda 20101atr- cio\Paxton Street.M —1 1 3— AGENDA MEMORANDUM ADDITIONAL BACKGROUND INFORMATION BACKGROUND: CMC Cometals Steel, is requesting the abandoning and vacating of the 29,774- square foot portion of undeveloped and unsurfaced (Paxton Street) dedicated public right -of -way, located north of the Agnes Street public street right -of -way. CMC Cometals Steel, will be retaining the entire right -of -way width as a utility easement. The dedicated right -of -way to be abandoned and vacated is located in an "1-3" Heavy Industrial District. The abandoning and vacating of the unsurfaced and undeveloped portion of dedicated public right -of -way (Paxton Street) is being requested by CMC Cometals Steel, to accommodate construction of improvements to their existing recycling facility. All public and franchised utilities were contacted regarding this closure request. City Wastewater Department has an 8 -inch sanitary sewer line within the undeveloped and unsurfaced public right -of -way and required that a utility easement be retained or the sewer line be relocated at owner's expense. City Water Department has an existing 8 -inch water main within the undeveloped and unsurfaced public right -of -way and will require that a utility easement be retained or the water main be relocated at owner's expense. None of the other public or private departments or franchised utility companies had any objection. Staff recommends that payment of the fair market value be waived because City Code, Sec. 49- 12, waives payment of the fair market value when an abandoned street is unimproved, as it is in this case. As a condition of the public right -of -way closure, the Owner will be required to record all grants of street closures and dedications in the real property Map Records of Nueces County, Texas, within 90 days of adoption of the ordinance for the closure of this section of Paxton Street. In addition, the Owner will be required to record the replat of the property, including the section of right -of -way to be closed, within 180 days of the adoption of the ordinance for the closure of this section of Paxton Street. The Owner has been advised of and concurs with the conditions of the right -of -way abandonment and vacation. EXHIBIT A —114— Page 1 of 3 ORDINANCE ABANDONING AND VACATING A 29,774- SQUARE FOOT PORTION (0.684 ACRE) OF AN UNDEVELOPED AND UNSURFACED 55 FOOT WIDE DEDICATED PUBLIC RIGHT -OF -WAY (PAXTON STREET), OUT OF THE NAVIGATION INDUSTRIAL PARK, SAID PUBLIC RIGHT OF WAY BEING LOCATED NORTH OF THE AGNES STREET PUBLIC STREET RIGHT OF WAY; SUBJECT TO COMPLIANCE WITH THE SPECIFIED CONDITIONS WHEREAS, CMC Cometals Steel is requesting the abandonment and vacation of a 29,774- square foot portion (0.684 Acre) of an undeveloped and unsurfaced 55 foot wide, dedicated public right -of -way (Paxton Street), out of the Navigation Industrial Park, said public right of way being located North of the Agnes Street public street right - of -way, in order to accommodate construction improvements to their existing recycling facility; and WHEREAS, with proper notice to the public, public hearing was held on Tuesday, October 19, 2010, during a meeting of the City Council, in the Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; and WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate said portion of the right -of -way, subject to the provisions below. (Exhibit A, Vicinity Map and Exhibit B, Map of proposed street closure, attached) NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. That a 29,774 - square foot portion (0.684 Acre) of a undeveloped and unsurfaced 55 foot wide, dedicated public right-of-way (Paxton Street), out of the Navigation Industrial Park, as recorded in Volume 27, page 90 of the Map Records of Nueces County, Texas, said public right of way being located North of the Agnes Street public street right-of-way, is abandoned and vacated, subject to compliance with the conditions specified in Section 2. below. SECTION 2. The abandonment and vacation of the above right-of-way is conditioned upon compliance with the following: A) Staff recommends that payment of the fair market value be waived in accordance with City of Corpus Christi, Code of Ordinance §49- 12(c)(4), which provides that no payment is required for the fair market value of any public street or other public way which is unimproved and not used for any public street purpose, as in this case. H:ILEG- DIRIShared\ LEGAL- DEV.SVCS12010 Agenda110- 19- 101Paxton St- Abandon & vacate ROw10RDINANCE to Abandon and Vacate Paxton Street.docx —115— Page 2 of 3 B) City Wastewater Department has an 8 -inch sanitary sewer line within the undeveloped and unsurfaced public right -of -way and requires that a utility easement be retained or the sanitary sewer line be relocated at owner's expense; C) City Water Department has an 8 -inch water main within the undeveloped and unsurfaced public right -of -way and will require that a utility easement be retained or the water main be relocated at owner's expense; D) Upon approval by Council and issuance of the ordinance which grants the establishment, closure or alteration of any public street, alley, or other public way, the applicant shall: 1.) Record, at owner's expense, the approved action in the real property records of Nueces County, the county in which the property is located; and 2.) Apply for a replat of the affected properties. H:I LEG- DIRIShared\LEGAL- DEV.SVCS12010 Agenda110- 19- 101Paxton St- Abandon & vacate ROWIORDINANCE to Abandon and Vacate Paxton Street.docx —1 1 6— Page 3 of 3 That the foregoing ordina ce was read for the first time and passed to its second reading on this the % day of , 2010, by the following vote: Joe Adame 5e/ Priscilla Leal Chris N. Adler John E. Marez Brent Chesney Nelda Martinez I Larry R. Elizondo, Sr. Mark Scott Kevin Kieschnick That the foregoing ordinance was read for the second time and passed finally on this the day of , 2010, by the following vote: Joe Adame Priscilla Leal Chris N. Adler John E. Marez Brent Chesney Nelda Martinez Larry R. Elizondo, Sr. Mark Scott 1 Kevin Kieschnick PASSED AND APPROVED, this the day of , 2010. ATTEST: Armando Chapa City Secretary APPROVED as to form: October 4, 2010 eborah Walther Bro Assistant City Attorney for City Attorney Joe Adame Mayor H:1LEG- DIRIShared \LEGAL- DEV.SVCS12010 Agenda110- 19- 101Paxton St- Abandon & vacate ROWIORDINANCE to Abandon and Vacate Paxton Street docx —117— 1 1 1 1 E LOT 44 BLOCK 3 NAVIGATION INDUSTRIAL PARK SECTION 2 VOLUME 57, PAGES 37 -38 M. R.N.C. T. OWNER: TOWERS OF TEXAS, INC. BY TERMINAL STREET NO.0022 J2 ■ �` ` ^ `,�+ \ 2Q = BCD_ S 8ACIS svE 1 ��ll � C FOUN IRON W /CAP 'QF ��•a�,�i TE�F +9 RAUL A. CASTILLO 5061 •: 4' •{4i. UPI 'NAVIGATION IND SLTRIAL 5 PARK SECTION 2 VOLUME 27 PAGE 90 M.R.N.C,T. LOT 22 I LOT 23 30' RAILROAD EASEMENT LOT 24 10' BLDG SETBACK LINE! LOT I 0.684 ACRE STII? (29,774 SQ Fr) 1 O BE RETAINED A LOT 2 BLOCK 4 NAVIGATION INDUSTRIAL PARK SECTION 2 VOLUME 27, •A 90 M.R.N.C. T. WNER: COMMERCIAL METALS COMPANY! LOT 3 for 4 POINT OF BEGINNING LOT 5 S89'58'531W 0.'' • LOT 2 BLOCK 1 502'12'06'W LOT 1 42.87' THE TEXAS MEXICAN RAILWAY COMPANY 15 ACRE TRACT VOLUME 19 PACE 54 M.R.N.CT OWNER: COMMERCIAL METALS COMPANY 0 = 1000 42 1 R =5000• T 60.x4' L =87.88' CB. .»N0740'34'W C.L. =77.00' R =20.00 3 T =s rz' L =10.02' C.B.=516•132'49'W CL =9.92 SHEET 1 OF 2 CURVE 0=402828' R�.34.30' T =12.65' L =24.23' C.6&$N2226'17$ C L =23.73' This mop represents a boundary curve ode on the ground under my uperrision f2008. U as r'o, • • • 04 TERMINAL STREET (60 RIGHT OF WAY - UNDEVELOPED) —F LOT 6 ET CLOSURE A UTILITY EASEMENT) LOT 9 to IN k Ct N 4 LOT 10 4 it eS 10 ai NAVIGATION INDUSTRIAL PARK S£CnON 2 VOLUME 41 PACE 132 zi ad i NO2'123'' 4.66 5.00 fROoLINNOR or IN 41.6128EVAMALS MON BLDG BUILDING C.B. CHORD BEARING C.L. DC CENTERLINE DELTA ANGLE D.R.N.C.T. DEED RECORDS, NUECEs cowry. TIDOIS MR.N.C,T. I RE� NIECES COMITY. gs L LENGTH NO. HOMIER R R T TANGENT GRAPHIC SCALE 1 20' Z 40' 1 ' 1 20' GOLDSTON ENGINEERING A CH2M HILL Company — 118 — EXHIBIT "A" COMMERCIAL METALS COMPANY CORPUS CHRISTI. TEXAS 0.684 ACRE PAXTON STR C OSURE FRQE. NO. 379324 DATE; 01 -20 -0 : BIM MOB t :VIII #Illf!IIhIIIIllIIIII' [ +[GHl4r 44 -1 III II II »'•!...Irh i� " 511111111111111TT 1 1 1 1 VICINITY MAP SCALE. 1° = 1000' SHEET 2 OF 2 rs map represents a boundary survey' made on the ground under mj upervfsion • n rf5 u141L t of 2008. GOLDSTON ENGINEERING A CH2M HILL Company - 11111111 1.4 11111111111[11;1111111111 =- 11111111111111 l 111111 I I I I 11111IIIIIIII1 1111111111 H I1 f 111111111 i 1111111111 —,'11111111111 — =4111111111 — — 11111111111111 -" 11111111111111 G RAP H IC SCALE t.) 1 000' 2000 1"" 1 000' OS 1 o, -119 - EXHI BIT "6" COMMERCIAL METALS COMPANY CORPUS CHRISTI, TEXAS 0.684 ACRE PAXTON 4-WET CLOSURE PR0 NO. 379324 DATE; 11 /26 /08jDwc. 0 12 CITY COUNCIL AGENDA MEMORANDUM AGENDA ITEM: 1M Reading - 10/19/10 October 19, 2010 Public hearing and first reading ordinance to consider abandoning and vacating a 25,774- square foot portion (0.59 Acres) of an undeveloped and unsurfaced 20 -foot wide dedicated public right -of- way, out of the Flour Bluff and Encinal Farm and Garden Tracts, Section 31, Lot 11, said public right of way, being located just south of the Williams Drive public street right -of -way; subject to compliance with the specified conditions. ISSUE: City of Corpus Christi is requesting the street abandonment and vacation of the undeveloped and unsurfaced dedicated public right -of -way, to accommodate the development of the South Guth Sports Complex. REQUIRED COUNCIL ACTION: City Charter Article X, Paragraph 9 requires Council approval to abandon and vacate any portion of street rights -of -way. City Charter Article X, Paragraph 11, requires a public hearing prior to the vacating and abandonment of any street rights-of-way. IMPLEMENTATION SCHEDULE: Upon approval by Council and issuance of the ordinance in accordance with City of Corpus Christi, Code of Ordinances §49 -12 (a), all grants of establishment or closing of public streets, alleys, or other public ways street closure must be recorded in the real property records of the county in which the property is located. Prior to permitting any construction an the land, an up -to -date survey, abstracted for all streets, alleys, or publicways, and items of record must be submitted to the Director of Development Services. RECOMMENDATION: Staff recommends approval of the ordina ce as presented. NittiPti Attachments: Exhibit A - Background Information Exhibit B - Ordinance Exhibit C - Site Location Map Juan Perales, Jr., P,E. Assistant City Manager Engineering and Development Services Email: JohnnvPaa.cctexas.com Telephone: 361 -826 -3828 L:1PLN- DIR1spectal- serv.lwittie medinalcity council agenda 20101str- cio120' Undeveloped ROW (So. Guth Complex).M —123— AGENDA MEMORANDUM ADDITIONAL BACKGROUND INFORMATION BACKGROUND: The City of Corpus Christi is requesting the abandoning and vacating of the 25,774 - square foot portion of undeveloped and unsurfaced dedicated public right -of -way, located south of Williams Drive and west of Paul Jones Avenue. The dedicated right -of -way to be abandoned and vacated is located in an "F -R" Farm Rural District. The abandoning and vacating of the unsurfaced and undeveloped portion of dedicated public right - of -way, is to accommodate the development of the South Guth Sports Complex. All public and franchised utilities were contacted regarding this closure request. None of the public or private departments or utility companies had any objection to the closure. The City's Code of Ordinances, Section 49- 12(c)(4) waives payment of fair market value of the right - of-way to be abandoned when the street is unimproved, and not used for any public street purpose. This section of the Code also defines "public street purpose" to include, but not be limited to, "curbs, gutters, sidewalks, pavement, drainage ditches, water, sewer and gas lines, line poles and wires, and any other public utility installations." EXHIBIT A Page 1 of 2 ORDINANCE ABANDONING AND VACATING A 25,774 - SQUARE FOOT PORTION (0.59 ACRES) OF UNDEVELOPED AND UNSURFACED 20 FOOT WIDE, DEDICATED PUBLIC RIGHT -OF -WAY, OUT OF THE FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS, SECTION 31, LOT 11, SAID PUBLIC RIGHT OF WAY BEING LOCATED JUST SOUTH OF THE WILLIAMS DRIVE PUBLIC STREET RIGHT OF WAY; SUBJECT TO COMPLIANCE WITH THE SPECIFIED CONDITIONS WHEREAS, the City of Corpus Christi is requesting the abandonment and vacation of a 25,774- square foot portion (0.59 Acres) of undeveloped and unsurfaced 20 foot wide, dedicated public right -of -way, out of the Flour Bluff and Encinal Farm and Garden Tracts, Section 31, Lot 11, said public right of way being located just South of the Williams Drive public street right-of-way, in order to accommodate the development of the South Guth Sports Complex; and WHEREAS, with proper notice to the public, public hearing was held on Tuesday, October 19, 2010, during a meeting of the City Council, in the Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; and WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate said portion of the right -of -way, subject to the provisions below. (Exhibit A, Location Map and Exhibit B, Map of proposed road closure, attached) NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. That a 25,774- square foot portion (0.59 Acres) of a undeveloped and unsurfaced 20 foot wide, dedicated public right-of-way, out of the Flour Bluff and Encinal Farm and Garden Tracts, Section 31, Lot 11, as recorded in Volume A, pages 41-43 of the Map Records of Nueces County, Texas, said public right of way being located just South of the Williams Drive public street right -of -way, is abandoned and vacated, subject to compliance with the conditions specified in Section 2. below. SECTION 2. The abandonment and vacation of the above right - of-way is conditioned upon compliance with the following: A) Staff recommends that payment of the fair market value be waived in accordance with City of Corpus Christi, Code of Ordinance §49- 12(c)(4), which provides that no payment is required for the fair market value of any public street or other public way which is unimproved and not used for any public street purpose, as in this case. B) Upon approval by Council and issuance of the ordinance, in accordance with City of Corpus Christi, Code of Ordinances §49- 12(a), all grants of establishment or H:1 LEG- DIR\Shared \LEGAL- DEV.SVCS12010 Agenda110- 19- 101So. Guth Sports ComplexlORDINANCE to abandon and vacate ROW.docx —125— Page 2 of 2 closing of public streets, alleys, or other public ways must be recorded in the real property records of the county in which the property is located. Prior to permitting any construction on the land, an up -to -date survey, abstracted for all streets, alleys or public ways and items of record must be submitted to the Director of Development Services. That the foregoing or i ce was read f th fi st time and passed to its second reading on this the Joe Adame Chris N. Adler Brent Chesney Larry R. Elizondo, Sr. Kevin Kieschnick day of , 2010, by the following vote: Priscilla Leal John E. Marez Nelda Martinez Mark Scott That the foregoing ordinance was read for the second time and passed finally on this the day of , 2010, by the following vote: Joe Adame Priscilla Leal Chris N. Adler John E. Marez Brent Chesney Nelda Martinez Larry R. Elizondo, Sr. Mark Scott Kevin Kieschnick PASSED AND APPROVED, this the day of , 2010. ATTEST: Armando Chapa City Secretary APPROVED as to form: October 4, 2010 By: L/- f r6 ! m 0 0 3DVrnVM z 0 D w L z ac m S3NOr lndd 0 2 — J -127- 1 L O 2 z to 1 a ilg ON MP e oIV 14 k-Ria lg K la Ct z°ca, =0 ✓ Z`rot.�, Cpgry¢ o I te 'l i4. gin ^ �O EXHIBIT "A" i EP- Vg .2 3 � ff a. "'i z ill .Z U S 2 O W gy tn Aiwa ry %cf 664 • gkU 0y .4.10• U.E. A Z REF LOT 2A PEARY PLACE ANNEX VOL 49, PG. 184 IAR.NCT. A 55 rayon - 1309.96' A20 Y.R,1 — WILLIAIAS DR. — gas. 4244 Pg Eti I. P. 4 i r N c 4 _n c A la r W Z x u o, o� N2 WW_�+yU 2 P cola wil0 z 0;12 N J r� Ja 0 a o � N —128— 0 Fry 0 t a. Ca N'o N O U 2 U6 0 0 J 4 V In• LuaW k 'C(o gIgix o • I . , 1 1 • oRNO zraglki Ry 48 V [a r g N Cvv 5 EXHIBIT "B" 13 Date: 10/14/2010 To: Through: `Angel Escobar City Manager 1J CORPUS (CHRISTI PARKS& RECREATION Mayor and Members of City Council Margie C. Rose, Assistant City Manager fiA Michael Morris, Director of Parks & Recreation Rudy Garza, Director of Intergovernmental Ref From: Re: Golf Lease Agreement Second Reading Agenda Packet At the September 28, 2010 Council Meeting an agenda item for the Golf Course Lease Agreement was included and was approved for a first reading. At that time an amendment was made on the Council Floor to the agenda item. The amendment was to add and associated equipment" in the title of the ordinance and in Section 1 of the captions. Additionally, after the first reading on September 28, 2010 a minor revision was made to the insurance exhibit. The change strikes the words "if applicable" under Section B - Golf Course Property Coverage. For the October 26, 2010 second reading you will find attached the original agenda packet from the September 28th Council Meeting, the amended ordinance and caption which includes "and associated equipment ", as well as the new Insurance Exhibit with the striking of "if applicable ". This is for informational purpose only. It does not require an amendment on the floor. ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A TEN (10) YEAR LEASE WITH FORESIGHT CORPUS CHRISTI GOLF, L.L.C. WITH OPTIONS TO RENEW AN ADDITIONAL TEN (10) YEAR TERM, AND THEN AN ADDITIONAL FIVE (5) YEAR TERM, FOR THE USE OF GABE LOZANO SR. GOLF COURSE, OSO BEACH GOLF COURSE, AND e %q FOR ANNUAL RENTAL PAYMENTS OF ONE - HALF OF NET CASH FLOW FROM OPERATIONS; PROVIDING FOR SEVERANCE; AND PROVIDING FOR PUBLICATION. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION t The City Manager, or his designee, is authorized to execute a ten (10) year lease with Foresight Corpus Christi Golf, L.L.C. with options to renew for an additional ten (10) year term, and then an additional five (5 year term, for the use of Gabe Lozano, Sr. Golf Course, Oso Beach Golf Course Fm pn, in consideration of annual rental payments of one -half of net cash flow from operations. A copy of the contract shall be filed with the City Secretary. SECTION 2. If, for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of the City Council that every section, paragraph, subdivision, phrase, word and provision hereof shall be given full force and effect for its purpose. SECTION 3. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. This contract takes effect on the 61St day following City Council approval. ATTACHMENT INSURANCE REQUIREMENTS GOLF COURSE OPERATOR'S LIABILITY INSURANCE A. Golf Course Operator shall not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee. Golf Course Operator must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Golf Course Operator shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance, showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be named as an additional insured for the General Liability policy, and a blanket waiver of subrogation in favor of the City is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 day written notice of cancellation, non- renewal, material change or termination required on all certificates and policies Bodily injury and Property Damage Per occurrence / aggregate BROAD COMMERCIAL GENERAL LIABILITY including: 1. Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Broad Form Property Damage 6. Independent Contractors 7. Herbicide, Pesticide & Fertilizer application & storage including pool chemical coverage $1,000,000 COMBINED SINGLE LIMIT BUSINESS AUTOMOBILE LIABILITY -- OWNED, NON -OWNED or RENTED $500,000 COMBINED SINGLE LIMIT GOLF COURSE PROPERTY COVERAGE to include: 1. Tee to green coverage 2. Club Maintenance equipment and Golf Carts ° =w... ; " - .: 1. If desired by Golf Course Operator (City does not maintain Tee to green coverage.). 2. ACTUAL CASH VALUE Property Insurance Golf Course Operator will be responsible for any and all damage to equipment used regardless if owned, rented, leased or borrowed. CRIME AND FIDELITY COVERAGE If applicable $25,000 WORKERS' COMPENSATION EMPLOYERS' LIABILITY WHICH COMPLIES WITH THE TEXAS WORKERS' COMPENSATION ACT AND SECTION II OF THIS EXHIBIT $100,000/ $500,000/ $100,000 C. In the event of accidents of any kind, Golf Course Operator shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. 11. ADDITIONAL REQUIREMENTS A. Golf Course Operator must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and with endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. B. Golf Course Operator's financial integrity is of interest to the City; therefore, subject to Golf Course Operators right to maintain reasonable deductibles in such amounts as are approved by the City, Golf Course Operator shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Golf Course Operator's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- (VII). C. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Golf Course Operator shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Golf Course Operator shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469 -9277 (361) 826 -4555- Fax # D. Golf Course Operator agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation and professional liability polices; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non - renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non - renewal of coverage, Golf Course Operator shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Golf Course Operator's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Golf Course Operator's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Golf Course Operator to stop work hereunder, and/or withhold any payment(s) which become due to Golf Course Operator hereunder until Golf Course Operator demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Successful Bidder may be held responsible for payments of damages to persons or property resulting from Golf Course Operator's or its subcontractors' performance of the work covered under this agreement. H. It is agreed that Golf Course Operator's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2010 Golf Course Lease Agreement insurance requirements Updated 9 -27 -10 ep Risk Mgmt. —135— Part A - 1st Reading: 9/28/10 2nd Reading: 10/26/10 AGENDA MEMORANDUM City Council Action Date: September 28, 2010 AGENDA ITEM: A. Ordinance authorizing the City Manager, or his designee, to execute a ten (10) year lease with Foresight Corpus Christi Golf, L.L.0 with options to renew for an additional ten (10) year term, and then and additional five (5) year term, for the use of Gabe Lozano, Sr. Golf Course and Oso Beach Golf Course for annual rental payments of one -half of net cash flow from operations; providing for severance; and providing for publication. B. Motion to authorize the City Manager or designee to execute a short term monthly management agreement with Foresight Corpus Christi Golf, L.L.C, to manage the Oso Beach Golf Course and the Gabe Lozano, Sr. Golf Course, for a monthly management fee of $12,000.00, for up to six months. C. Ordinance amending the Code of Ordinances, City of Corpus Christi, Chapter 36 regarding fees established by golf course operators under lease with the City for operation of City golf courses; providing for severance; and providing for publication. ISSUE: As directed by City Council, Staff is bringing forth the proposed ordinances for consideration to enter into a 10 year agreement with Foresight Corpus Christi Golf, L.L.0 for operation of the City of Corpus Christi municipal golf courses. See attached background information. REQUIRED COUNCIL ACTION: Approval of the attached ordinances and motion. PREVIOUS COUNCIL ACTION: None CONCLUSION AND RECOMMENDATION: Staff recommends approval of items A through C as proposed Rudy Garza, Director Intergovernmental Relations rudygaacctexas.com (361) 826 -3082 Attachments: Michael Morris, Directo Parks and Recreation Department m i chael moCct�cctexas. cam (361) 826 -3461 1. Presentation : Golf Course Management Contract RFP Process & Key Contract Provisions 2. Lease Agreement 3. Management Agreement BACKGROUND INFORMATION Background and Previous Analysis During the mid year budget reduction discussion in January 2010, City Council members directed staff to evaluate and pursue opportunities to privatize management of city operations and functions that may result in a net savings and/or revenue gain for the City. In addition, in 2005 the National Golf Foundation (NGF) provided an analysis of the City of Corpus Christi's Golf Course Operations and state -of -golf in the Coastal Bend. The report suggested staff initiate improvements to the course and modify operations and fee structures to increase play and revenues. However, the preferred solution offered by NGF was to pursue a golf management contract or agreement to overcome the institutional nature of municipal golf course operations. A follow up analysis and report provided by students in the Texas A &M University at Corpus Christi (TAMUCC) Business Program indicated that while some of the suggestions offered by NGF had been implemented, significant improvements were still warranted with the City's golf course operations. The TAMUCC report suggested alternative management structures for golf course operations — including a private management company. Reauest for Proposal Process In response, the City issued a Request for Proposal (RFP) in March 2010 to identify a private company experienced in golf operations management to manage the City operated golf courses. The RFP required potential contractors to consider and provide a plan for: • Managing pro shop and maintenance operations at existing City owned golf facilities, as well as, future golf courses that may be developed or acquired • Transitioning current City Employees into their company • Operating food and beverage concession services • Sharing future revenues and/or establishing a management fee • Offering youth programs and accommodating agreements with local school districts for use of the facilities • increasing revenues with the understanding that the City maintains the authority to approve any future fee increases and capital improvement projects. A team consisting of staff members from the Parks and Recreation Department, Finance Department and the City Manager's Office was put together to evaluate the responses to the RFP. The team evaluated responses based on the respondents (1) qualifications, (2) technical solutions, (3) financial considerations and (4) exceptions taken to the contract terms established in the RFP. The City received six (6) responses to the RFP. After an initial review and scoring of the responses, the evaluation committee deemed four (4) companies qualified to be considered for a management contract. The evaluation team made site visits to golf facilities operated in Texas by each of the four companies. During these site visits the evaluation team had an opportunity to interview management teams of each company and gain further insight of which company would be the best fit for Corpus Christi. Based on their initial response to the RFP and the evaluation team's site visit and discussion with their management team, Foresight Golf was selected as the top firm. Selected Company Background Foresight is a Texas based firm with primarily Texas based assets including the Bandit, Republic, Buckhorn and Pecan Valley golf courses in Central Texas and Cypresswood Golf Course in the Houston area. In their proposal Foresight offered a revenue sharing based partnership where net revenues would be split 50 -50 with the City. In addition, the firm committed to finance (or absorb) any operating shortfalls alleviating the City of the potential of adding to a growing negative balance in the Goff Fund. Finally, recognizing the apprehension the local golf community may have about privatizing golf operations Foresight proposed to maintain the current green fee structure for a minimum twelve month period excluding consideration for sales tax requirements. Future Feedback from Community In effort to maintain a venue for public input in golf course operations, the Parks and Recreation Department through the Parks and Recreation Advisory Committee (PRAC) will create a Golf Operations Input Subcommittee. Along with the Director, the subcommittee will solicit and review comments from golfers regarding the operation of the golf course and serve as a conduit for information to the contractor. This new PRAC subcommittee will replace the function of the current ad hoc Greens Committee and will host periodic public meetings with the golf community. In addition, one of the performance standards for the contract includes conducting regular customer surveys to gauge golfer satisfaction. These surveys will be reviewed by the new PRAC subcommittee. Budget Considerations No budget modifications will be required as result of this agreement for Fiscal Year 2010- 2011 at this time. In January 2011, when six (8) months of actual revenues and expenditures for the Golf Fund, budget modification will be brought forth to City Council, if required. 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N CL CD CD IP. a)4) E E a) => c.) ai so Contract Term: co a) tic . ✓ C) CO O O E &o co E • a) • N • c o co a) v co O U a) E 0) co ca 2 co i i O a ci s O V 0 N a) a) a) o — L L L Cli 1142 C.) > s •a) G) ' a) L Lo>� E +� 0 C 4- > N co V) O O O s V) C) • c0- a)0 0o = co ca 0- Q- L V) i •- ■ La)oa"a"0L s N 03" .N Lm u) E ��w CD L `mss Q� a; 00)00 :4- • V 0)N M cr E co o a) 2 .N c O 0 E a) i G) CO N ca L ca 4° N s Performance Standards: a) •0 a) • c ✓ ) N 2)) .§ Z7; � n L c a) o ca ro a1:2 a) ca O(7)UN c O cs QO mprovements: so Key Contract Provisions 0 13 to G) Z � (70.) `Q O o co N co c 13 -2 71 . cu cu O 0E-0 2 -a 3 ' 2 ." s.,)`') 0 FE 0 V E E . co s • v 'v c }' . O �"' O ,O 0 ✓ v 46 ow c c . ▪ 05 0.a) 8 i c 0 0 WI:I-4-- 2 0-a) Qo %1 c ,_cp .§ En co 0 c,„ 0 0 .4=P 0 N '� '= ▪ L E 0 2 • a) n a) c (19 a) co co ° ▪ ( }' L 3 a� °r 8 E E c8 ° S ♦"r L o_ L c O L_ ▪ O p GC '� a Q Q O_ '6 E ' 0 = o = ..(7), 0(00004_4i-0z c L- -0 a) O O co a) tt 0 ,...= N= O= 2 N v 13 W C.) CO N N CO O N O j .N i 5 O o CO c ca o L a) tig H W Organizationa � � V o (� o cco � N to . j }' -' • O Cr 0 S i O O „, L v O a) G) '� O o N}'L() O F. s N E v -_ c W + N O 0 S .2 ♦.d L a) O �( L G a) V > i O co L 2 LE a) 0 a)3� co 41 O) a) i s a) S 4-, 713 2 N g) C 00 i 45 70 co a �+ {f} -0 > i RS 0 LLco u 0- •O •� c c U N O. � 0 . > N + O L_ O }, `~ s' RS t). c.9 O 'C gi 0 e L E t V s O s U H O 3 PROJECTED GOLF FUND BALANCE 2011 TO 2020 0 0 O O 0 0 0 oo oo 00 00 00 Lo Lo 0 Lo 0 2013 2014 Fiscal Year QUESTIONS? LEASE AGREEMENT THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: . COUNTY OF NUECES 1 This Lease Agreement (referred to as this "Agreement" or this "lease ") is made and entered into by and between The City of Corpus Christi, a Texas home rule municipality (referred to as the "City" or as "City") and Foresight Corpus Christi Golf, L.L.G. ( "Operator "), a Texas limited liability company and wholly owned subsidiary of Foresight Golf, L.L.C., a Texas limited liability company. Definitions. "Annual Review" means the process as described in Section 6.21 below. "Capital Fund" means the fund established through per round surcharge and City Capital Improvement Program funding by the City to pay for mutually agreed upon improvements to the Leased Premises. "City" means the City of Corpus Christi, Texas. "City Manager" means the City Manager of Corpus Christi or designee. "Contract Administrator" means the Director of Parks and Recreation. "City Council" means the City Council of the City of Corpus Christi, Texas. "Effective Date" means the 61' day after the date of fnal City Council approval of this Agreement. "Extended Term" means the ten year extension period and the five year extension period authorized in accordance with Section 3.2. "Financial Reports" mean the following monthly reports prepared by Operator for Contract Administrator: i) monthly Sales Reports; (ii) monthly Tee Sheets with itemized play record; (iii) monthly Deposit Summary, Reconciliation and Cash Drawer Reports; (iv) monthly Concession Reports; (v) monthly Play Reports; (vi) monthly calculations of the Operations Reserve Fund; (vii) annual audited Balance Sheet, Statement ofProfit and Loss and Changes in Financial Condition for the operations of the Golf Courses prepared in accordance with H :\LEG DIR1Lise\2410 Paris\Foresight Lease Agreement (Execution Copy 2 09212010).doex 2 GAAP; (vii) all calculations of rent paid. Operator shall also provide to City such other financial reports as are reasonably available as requested by the Contract Administrator. "GAAP" means Generally Accepted Accounting Principles. "Gabe Lozano" means the Gabe Lozano Sr. Golf Course. "Golf Courses" means the Gabe Lozano Sr. Golf course and the Oso Beach Golf course. "Initial Term" means the ten year period beginning February 1, 2011. "Leased Premises" means the Golf Courses, and any real property improvements located at the Golf Courses, and personal property equipment identified in Exhibit A. "Lease Termination Fee" means the fee payable by City upon certain terminations of this Agreement as described in Section 3.3 below. "Net Cash Flow from Operations" means the dollar amount of gross revenues received by Operator from operations of the Golf Courses golf operations, including green fees and cart fees, Pro Shop sales and snack bar food and beverage sales, less (i) amounts collected for retail sales tax, federal retailer's excise tax, state, county or municipal tax on the sale of alcoholic beverages or future tax of like applications, (ii) the Operations Reserve Fund, and (iii) operating expenses of the Golf Courses. "Operating Expenses of the Golf Courses" shall mean (i) salaries, wages, overtime and benefits expenses and reasonable and continuing golf education for the employees employed at the Golf Courses; (ii) building and equipment maintenance, lease and replacement expenses incurred, including lease or finance payments for the golf cart fleet, office equipment, tools and equipment purchases in the ordinary course of business; (iii) customary memberships and dues expenses; (iv) insurance premiums paid; (v) costs of practice range balls, fertilizer, chemicals, employee uniforms, fuel, lubricants and other supplies purchased in the ordinary course of business; (vi) costs of inventory purchased for sale in the Pro Shops; (vii) utility charges incurred including electric and telephone services; (viii) accounting services for preparation of financial reports and financial statements; and (ix) such other operating expenses that have been approved by the City Manager in advance. "Operations Reserve Fund" means a fund not to exceed $100,000 which shall be established from the gross revenues from the Operator's operation of the Golf Courses. "Operator" means Foresight Corpus Christi Golf L.L.C. II:\LEG- DIR\Lisa\2010 ParkWoresight Lease Agreement (Execution Copy 2 09212010).docx 3 "Oso Beach" means the Oso Beach Golf Course. "Performance Standards" mean the maintenance, and operating standards to be employed at the Golf Courses, listed on Exhibit B to this Agreement. "Possession Date" means February 1, 2011. "Rent" means one -half of the positive Net Cash Flow From Operations. "Request for Proposal" means the Request for Proposal for Golf Course Management Service (13I- 0060 -10), as amended. "Risk Manager" means the City Risk Manager. "Term" means the Initial Tenn or any Extended Term. "Trade Fixture" means personal property equipment owned by Operator or purchased solely with Operator's funds installed on the Leased Premises for operation of the Golf Courses during the Term. Section 1. Leased Premises: 1.1 For and in consideration of the conditions, covenants and agreements to be kept and performed by Operator, City does hereby lease and let unto Operator, and Operator does hereby lease from City all of that real and personal property equipment described on Exhibit A attached hereto and incorporated herein by reference located in Corpus Christi, Nueces County, Texas, (the "Leased Premises ") commonly known as The Oso Beach Golf Course ( "Oso Beach") and The Gabe Lozano Sr. Golf Course ( "Gabe Lozano" and referred to together as the "Golf Courses "). 1.2 Revisions to Leased Premises: The parties may amend this Agreement to add or remove golf courses and golf course personal property equipment from the Leased Premises in accordance with the Request for Proposal. If City acquires additional golf course properties, then Operator shall have the prior right of first refusal to enter into a lease or management arrangement with City with respect to such additional golf course property. Section 2. Effective Date and Possession: This lease is subject to approval of the City Council of the City (the "Council ") and is not effective until the 619t day after the date of final approval by the Council (the "Effective H:1LEG- DIRILisal201.0 Park\Foresight Lease Agreement (Execution Copy 2 09212010).docx 4 Date "). The date of Operator's right of possession to the Leased Premises and responsibility for operations of the Golf Courses (the 'Possession Date ") will be February 1, 2011. Section 3.. Term of Lease, Termination: 3.1 Initial Tenn. This lease shall have an initial term of ten years commencing on February 1, 2011 and ending on January 31, 2021 ( "Initial Term ") subject to extension for the Extension Term. 3.2 Extension Term. This lease may be extended upon written agreement of the Operator for an additional ten year term and then an additional five year term (each extension referred to as an "Extended Term ") upon written approval of City Manager. Operator shall notify the City Manager in writing at least one - hundred eighty (180) days before the end of the Initial Term or Extended Term if Operator elects not to renew this lease for the next Extended Tenn. 3.3 Termination for Default. The City may terminate this lease, in accordance with Section 15 below, following an event of default by Operator as described in Section 15 below, without any cost to City. 3.4 Termination Without Cause. Upon City Council approval and appropriation of funds to pay the Lease Termination Fee, the City may terminate this Agreement at any time without cause upon one hundred eight (180) days prior written notice to Operator and upon payment of the Lease Termination Fee to Operator. 3.4.1 If this lease is terminated without cause within the first twenty -four (24) months of the Initial Term, then the Lease Termination Fee shall be Two Hundred Eighty -Eight Thousand Dollars ($288,000.00). 3.4.2 If this lease is terminated without cause after the first twenty-four (24) months of the Initial Tenn, then the Lease Termination Fee shall be an amount equal to the lesser of: (a) the Rent accrued for the City for the twenty -four (24) month period immediately preceding the termination divided by two (2) to determine an average twelve (12) months of Rent, then multiplied by the number of years remaining within the then- current Tenn, with any partial year rounded up to the next full year, or (b) Five Hundred Thousand Dollars ($500,000.00). 3.5 Duties and Responsibilities Upon Termination. In addition to any other duties and obligations identified in this Agreement, Operator shall have the following duties and H.ILEG- DIRILisa12010 Park\Foresight Lease Agreement (Execution Copy 2 09212010).doex 5 responsibilities at the termination of this lease, whether occurring by normal expiration or as otherwise herein provided: 3.5.1 Operator shall yield up the Leased Premises including all equipment that constitute part of the Leased Premises to City in good and operable condition and repair, damage for ordinary wear and tear, fire or casualty excepted where Operator is not at fault. 3.5.2 Operator shall make available to City any Trade Fixtures upon payment of market value for such Trade Fixtures. If City elects not to purchase Trade Fixtures, Operator may remove such Trade Fixtures from the Leased Premises provided Operator repairs any damage caused by such removal. 3.5.3 All Trade Fixtures or any other Operator -owned property which remain at the Leased Premises after the termination or expiration of the Agreement automatically becomes City property without the necessity of any further notice or legal action. 3.5.4 Upon termination of the Agreement, Operator shall, upon City Manager's written request, provide all or part of the services described in this Agreement on a month -to -month basis for a monthly management fee for term not to exceed six months. The monthly management fee shall be equal to Twelve Thousand Dollars ($12,000.00) adjusted by a percentage equal to the increase in the Consumer Price Index, All Urban Consumers, U.S, City Average, All Items, Not Seasonally Adjusted ( "CPI -U") as published by the United States Bureau of Labor Statistics, or such other index as may succeed the CPI -U for the Houston- Galveston- Brazoria Areas from year 2010 to the date of payment of the management fee. Section 4. Rental: 4.1 Calculation of Rent. Operator shall pay to City for the lease of the Leased Premises rent equal to one -half of the Net Cash Flow From Operations earned on the operations of the Golf Courses with Operator responsible for funding any negative cash flow each year. The term Net Cash Flow From Operations will mean the dollar amount of gross revenues received by Operator from operations of the Golf Courses golf operations, including green fees and cart fees, Pro Shop sales and snack bar food and beverage sales, less (i) amounts collected for retail sales tax, federal retailers excise tax, state, county or municipal tax on the sale of alcoholic beverages or future tax of like applications, (ii) the Operations Reserve Fund (defined below), and (iii) operating expenses of the Golf Courses. H:ILEG- DIR1Lisa120 €0 ParkWoresight Lease Agreement (Execution Copy 2 09212010).docx 6 Operator shall calculate a Net Cash Flow From Operations for each separate golf course. City and Operator acknowledge that golf lesson fees collected by teaching professional for lessons given on their own titne are retained by the teaching professional and are not included in gross revenues from golf operations. 4.2 Operating Expenses. "Operating Expenses of the Golf Courses" shall mean (i) salaries, wages, overtime and benefits expenses and reimbursed reasonable costs of travel and continuing education for the employees employed at the Golf Courses; (ii) building and equipment maintenance, lease and replacement expenses incurred, including lease or finance payments for the golf cart fleet, office equipment, tools and equipment purchases in the ordinary course of business; (iii) customary memberships and dues expenses; (iv) insurance premiums paid; (v) costs of practice range balls, fertilizer, chemicals, employee uniforms, fuel, lubricants and other supplies purchased in the ordinary course of business; (vi) costs of inventory purchased for sale in the Pro Shops; (vii) utility charges incurred including electric and telephone services; (viii) accounting services for preparation of financial reports and .financial statements; and (ix) such other operating expenses that have been approved by the City Manager in advance. 4.3 Operations Reserve Fund. Operator shall establish and maintain during the Term an operations reserve fund in the amount up to One Hundred Thousand Dollars ($100,000.00), being up to Fifty Thousand Dollars ($50,000.00) for the benefit of each of the City and the Operator (the "Operations Reserve Fund "). Operator shall establish the Operations Reserve Fund out of the gross revenues of operations of the Golf Courses. Upon final termination of this lease and Operator's surrender of the Leased Premises, one -half of the then balance of the Operations Reserve Fund will be paid to City together with any final payment of Rent. 4.4 Schedule of Rent Payment. Starting on January 31, 2012, and continuing each subsequent January 31 of each year during the Term, Operator shall pay the Rent, to the extent of positive Net Cash Flow From Operations for the preceding calendar year, to City, in arrears. (The parties agree that the first January 31, 2012 payment shall actually include the Net Cash Flow From Operations over the period from the Possession Date through December 31, 2011.) Operator shall utilize the services of Certified Public Accountant to calculate the Net Cash Flow From Operation and provide City with such records no later than January 31 of each calendar year. Operator may prepay Rent at any time that Operator determines positive Net Cash Flow From Operations are available, which prepaid Rent shall be credited against the Rent next coming due under this Agreement. At the time of each payment of Rent to City, Operator shall distribute to itself or to an affiliated entity from the operations of the Golf Courses the remaining one -half of Net Cash Flow From Operations. H:tLEC- DIR\Lisa12010 ParkWoresight Lease Agreement (Execution Copy 2 09212010).docx 7 Section 5. Use of Premises: Operator shall use the Leased Premises only for business purposes as municipal golf courses and for no other purpose without the prior written consent of City. Operator shall comply with all rules, regulations, ordinances, the City Charter and laws of public authorities applicable to its operations of the Golf Courses and its obligations in connection with the Leased Premises. Operator will not discriminate nor permit discrimination against any person or group of persons with regard to employment and the provision of services at, on, or in the Leased Premises, on the grounds of race, religion, national origin, marital status, sex, age disability, or in any manner prohibited by the laws of the United States or the State of Texas. The City hereby reserves the right to take action necessary to enforce this covenant. Section 6. Operation of Golf Courses: 6.1 Operating Hours. Operator shall operate the Golf Courses 365 days of the year with the minimum hours of operation as follows: (i) Oso Beach, 5601 South Alameda St., Corpus Christi, Texas 78412 Monday through Sunday, 7:00 AM to 5 :30 PM (or sunset if • earlier) with an eighteen (18) hole regulation course, fully stocked pro shop, practice putting, chipping greens and snack bar; and (ii) Gabe Lozano, 4401 Old Brownsville Rd, Corpus Christi, Texas 78405, Monday through Sunday, 7:00 AM to 7:30 PM (or sunset if earlier, except with respect to the driving range) with an eighteen (18) hole regulation course, a nine (9) hole executive course, lighted driving range, practice putting green, fully stocked pro shop and snack bar. Operator Shall operate the practice driving range (Gabe Lozano only) and insure the driving range is open daily during such hours or other hours approved by the City acting through the City Manager and posted on site at Gabe Lozano. In operation of the driving range, Operator will supply good quality range balls for use by the public at the driving range facility. Operator shall maintain the driving range, regular ball pick up, and daily cleaning of the facility. Operation of the Golf Courses and the driving range are subject to weather conditions, and as determined by Operator, the Golf Courses or driving range may be closed in response to certain weather conditions, but the Pro Shops shall remain open during such minimum hours. Operator shall make its operations manuals available for review by the City Manager at the offices of Operator's legal counsel in Corpus Christi. 6.2 Operations Activities. Operations of the Golf Courses includes the day to day golf course maintenance, golf course turf operations, irrigation maintenance, water pump maintenance, equipment maintenance, tree care, pro shop operations, golf professional services, driving range operations, golf cart operations, retail operations and supervision and/or operation of the food concessionaire. Performance standards including operations mission statement, customer satisfaction, maintenance of facilities, and maintenance of the H :\LEG- DLR\Lisa12010 Park\Foresight Lease Agreement (Execution Copy 2 092120! 0).clocx 8 Golf Courses turf conditions are attached as Exhibit B and incorporated herein by reference (the "Performance Standards "). 6.3 Green Fees Structure. 6.3 ,1 After the initial twelve (12) months of the Initial Term, Operator proposes to simplify the green fees structure previously established by the City for operations ofthe Golf Courses to more customary industry standards, and Operator's obligations under this Agreement are subject to and contingent upon the City Council amending the City Ordinance to exclude Operator or other private course operator from required fee schedule established by Ordinance at the time City Council approves this Agreement. 6.3.2 For the initial twelve (12) months ofthe Initial Term, Operator shall not increase the green fees for the Golf Courses that are set forth on Exhibit C and incorporated herein by reference and shall honor outstanding green fees loyalty program punch cards sold prior to the Possession Date or implement an equivalent program offered by Operator. 6.3.3 After the initial twelve (12) months of the Initial Term, Operator may simplify the green fees structure by eliminating certain categories and reducing certain green fees in establishing new promotional and loyalty programs and shall not be required to continue offering the existing punch card program. 6.3.4 After the initial twelve (12) months of the Initial Term, Operator shall set the green fees charged, provided that any increase in green fees is subject to approval of the City Manager. 6.3.5 In addition to the green fees, Operator shall collect on behalf of the City and remit to the City on a monthly basis the one dollar and fifty cents ($1.50) per round capital improvement surcharge imposed on the Golf Courses creating the capital improvement sinking fund for the Golf Courses (the "Capital Fund ") as further described in Section 8 of this lease. The green fees listed on Exhibit C under subheading A (Weekday Green Fees) and B (Weekend/Holiday Green Fees) include the dollar amount of the per round capital improvement surcharge in the amount of the stated fee. 6.3.6 Operator shall record all green fees collected in Operator's point of sale accounting system, and shall maintain at the Leased Premises books of account with H:ILEG- DIRRLisa120l0 Park\Foresight Lease Agreement (Execution Copy 2 09212410).docx 9 respect to its management and operations of the Golf Courses in accordance with generally accepted accounting principles ( "GAAP "). 63.7 Operator shall collect applicable sales taxes on the green fees (including the fees listed on Exhibit C) as required by State law. 6.4 Maintenance of Books and Records. All books and records shall be subject to review by the City Manager for compliance with GAAP. Operator shall maintain such books and records for aperiod of five (5) years following the expiration or sooner termination of this lease. 6.5 Audit. At City's option, City may cause, at any reasonable time, upon five (5) days prior written notice to Operator, a complete audit to be made of Operator's books of account with respect to its management and operations of the Golf Courses. Such audit may be made by a Certified Public Accountant or other qualified representative selected by City. If any Operator reports ofNet Cash Flow From Operations provided to City or any payments of rent are questioned and determined to be in error and the Net Cash Flow From Operations reported and resulting rental paid are three percent (3%) or more below the actual rent due and owing based on actual Net Cash Flow From Operations for the period reported by such report, then the reasonable expenses of such audit shall be paid by Operator in addition to the deficiency in rental payment, which sums shall be promptly paid to City. If Operator elects to dispute any such City audit, Operator may engage an independent Certified Public Accountant or other qualified representative selected by Operator to a complete a second audit of Operator's books of account with respect to its management and operations of the Golf Courses. If Operator's audit determines there is no error or that the error in calculation of the Net Cash Flow From Operations reported and resulting rental paid is less than three percent (3 %) below the actual rent due for the period reported by such report, then upon either parties' written request, City and Operator shall negotiate in good faith to resolve such discrepancy and the costs of the audits by mutual agreement. 6.6 Financial Reports and Budget. Operator shall collect appropriate data andprepare the following financial reports of operations of the Golf Courses to be submitted to City Contract Administrator (the "Financial Reports "): (i) monthly Sales Reports; (ii) monthly Tee Sheets with itemized play record; (iii) monthly Deposit Summary, Reconciliation and Cash Drawer Reports; (iv) monthly Concession Reports; (v) monthly Play Reports; (vi) monthly calculations of the Operations Reserve Fund; (vii) annual audited Balance Sheet, Statement of Profit and Loss and Changes in Financial Condition for the operations of the Golf Courses prepared in accordance with GAAP; (vii) all calculations of rent paid. Operator shall also provide to City such other financial reports as are reasonably available as requested by the Contract Administrator. Prior to the Possession Date, Operator shall develop a proposed H:1Z.EG- DIR \Lisa1231O Park\Foresight Lease Agreement (Execution Copy 2 09212010).docx 10 operating budget for the operations of the Golf Course to be included as part of Exhibit B. Set forth on as part of Exhibit 13 shall be Operator's initial proposed operating budget for the Golf Courses. 6.7 Starter Function. Operator shall maintain the course starter function primarily from the Pro Shop at each Golf Course. The course starter function is responsible for scheduling tee time reservations and admitting golfers to course play. Scheduling of tee times shall be handled in each Pro Shop through Operator's point of sale scheduling system and through online tee time reservation system, and Operator shall require all players to check in at the Pro Shop before play. The starter function shall include maintaining daily records and check receipts for green fees to insure that payment for play has been received. At such time as Operator determines the level of play requires additional player services, the tee time management and starter functions shall be a mobile function, coordinated with the Pro Shop, with a roaming starter moving from staging and first tee to practicing green and driving range, with courtesy announcements of foursome starts and players on deck. The Operator shall hire, train and supervise all members of Operator's Pro Shop team members to perform the course starter function. The mobile starter function shall not engage in cash handling activities. Operator shall determine the operating hours to accommodate play and maximize revenues. 6.8 Operator's team member staff shall be courteous, and provide satisfactory and efficient management of the Golf Courses for benefit of the general public. At each Golf Course, Operator shall provide a minimum of the following personnel: (i) one Golf Course Manager or Director of Golf Operations, (ii) a Teaching Professional or an Assistant Golf Professional to provide golfing lessons who may also serve and the Golf Course Manager or Director of Golf Operations, and (iii) a Golf Course Maintenance Superintendent. 6.9 Golf Course Manager or Director of Golf Operations. The Golf Course Manager or Director of Golf Operations shall meet the following minimum qualifications (i) advanced knowledge of golf course operations and management practices, with experience and knowledge of financial accounting of golf course operations, golf play management and marketing, golf course merchandise marketing, and golf practice facilities operations; (ii) a professional understanding of the rules and strategies of golf; (iii) a high degree of administrative and executive ability; (iv) excellent oral and written communication skills; and (v) knowledge of current federal, state and local laws and regulations affecting the management of golf course operations. 6.10 Teaching Professional or Assistant Golf Professional. The Teaching Professional or Assistant shall meet the following minimum qualifications (i) advanced professional knowledge of mechanics ofthe golf swing and golf teaching techniques, with an H:tLEG- DIR\Lisa12010 Park\Foresight Lease Agreement (Execution Copy 2 09212010).docx 11 advanced knowledge of golf swing drills and alternate golf swing methods and practices; (ii) a professional understanding of the rules and strategies of golf; (iii) advanced knowledge of available golf equipment and accessories; (iv) excellent oral and written communication skills; (v) participation in continuing education, and (vi) maintain PGA certification or possess or equivalent knowledge and experience as PGA certified pro. 6.11 Golf Course Maintenance Superintendent. The Golf Course Maintenance Superintendent shall meet the follow minimum qualifications: (i) advanced knowledge of agronomy and turf grass management practices, with a working knowledge of golf facility construction principles, practices and methods and a thorough understanding of the rules and strategies of golf; (ii) a high degree of administrative and executive ability; (iii) excellent oral and written communication skills; (iv) knowledge of current federal, state and local laws and regulations affecting the management of golf course operations; (v) participation in continuing education; and (vi) current state certification or licensing as apesticide applicator. The Operator shall direct the GolfCourse Maintenance Superintendent in the proper marking of the golf course for ground under repair, hazards, and out of bounds. 6.12 Staffing. Operator's staff operations and services shall include providing adequate staffing to provide goods and services as set forth in this lease and promoting goodwill with the golfing public by treating the public in a courteous manner and providing information, directions and review of customers concerns and issues. Operator shall provide a defibrillation machine and trained certified staffto use it. 6.13 Rules and Regulations. Operator shall enforce all rules, regulations, and policies governing use of the facilities. Rules and regulations may be proposed by the Operator, but are subject to approval by the City Manager, prior to implementation. The Operator shall likewise comply with City policies concerning violence in the workplace and controlled substance abuse. 6.14 Course Play Directors. Operator shall train and supervise volunteer course play directors, commonly referred to as course marshals, to provide marshaling services for the Golf Courses. Operator shall be responsible for managing the course marshals and providing a communication link between the marshals and Pro Shop starter function. The marshal's role is to promote compliance with golf course rules and regulations and efficient and timely play by the golfing public. Operator shall provide adequate service to maintain the speed ofplay on the Golf Courses with goals for pace of play and start times, for an average 18 -hole game, established by Operator subject to approval by the City Manager. The Operator shall be responsible to ensure efficient and timely play. Operator shall act as the Rules Chairman for Corpus Christi Golf Course and shall make interpretations of U.S.G.A. rules for golf play. H:1LEG- DIRRLisa12010 Parleforesight Lease Agreement (Execution Copy 2 0921201} ).clock 12 6.15 Recognized Associations. City shall provide to Operator a list of City recognized golfmg clubs or associations. Operator shall provide support to such recognized clubs or associations utilizing the Golf Courses in the form of tournament services, league schedules, and space for meetings and bulletin board space for posting of such tournaments and league schedules at no charge, subject to availability of tee times. Such support shall not include prime time usage of the Golf Courses for tournaments or free green fees. Additionally, students from the local school districts shall be allowed to use the practice facilities of andior play the Golf Courses for free or at a discounted rate (but not including free golf cart usage) on school days, so long as such students are accompanied by and supervised by a school golf team coach. Additionally, Operator shall work with local school districts to schedule golf tournaments at both facilities. UIL sanctioned tournaments will normally be scheduled during weekdays and shall be charged regular junior play rates. Use ofthe facilities for UIL or CCISD sponsored tournaments on weekends shall be limited to the Executive Nine Hole Course at Gabe Lozano or non -peak hours of play on the 18 hole courses. Operator may allow junior players playing with a paying adult to play free or at a discounted rate and allow junior participants in the "The First Tee" and "Kids on Course" programs to play at reduced junior rates. Also, Operator shall honor the previously existing golf course arrangements identified by the City Managerto Operator per written information describing such arrangements provided to Operator prior to the Effective Date. 6.16 Food and Beverage. Operator shall provide the food and alcohol service operations for the Golf Courses. Operator shall insure the snack bars are open daily during high use season and during off season with regular hours approved by the City Manager and posted on site at the Golf Courses. During the high use season, March through October, the snack bar minimum hours shall be 7:00AM to 7:00PM, with the off - season hours determined by Operator subject to approval by the City Manager. Operator shall develop and establish a food and beverage theme and a menu of food items and beverages to be served in the snack bar facilities on the Leased Premises that are usual and customary for similar golf course operations and appropriate for the Golf Courses operating market. The snack bars shall be cleaned daily, with adequate trash and recycle receptacles available, Sales of beer, wine and mixed drinks at the clubhouses on the Leased Premises and on the Golf Course are permitted by the Concessionaire and Operator only. Operator is responsible for compliance with applicable laws and regulations with respect to the food and beverage service on the Leased Premises. 6.17 TABC Compliance. Operator shall comply with all permits issued under the Texas Alcoholic Beverage Code, the Texas Alcoholic Beverage Code, and rules and regulations issued by the Texas Alcoholic Beverage Commission regarding alcohol services and sales at the Leased Premises, Operator shall employ, train and supervise personnel with appropriate qualifications and experience appropriate for the duties to be performed with H :LEG- DIR\Lisa\2010 Park\Foresight Lease Agreement (Execution Copy 2 09212010).docx 13 regard to alcohol services and sales. All such personnel shall be employees, agents or independent contractors of Operator, and not of City. Operator may subcontract with third parties for the actual management of alcohol sales but Operator shall remain obligated to City for all subcontracted management services, and in the event this Agreement is terminated, such subcontracts are likewise terminated. Operator shall provide City with copy of all subcontracts for alcohol services and sales within thirty days of execution. Operator shall timely collect and pay all taxes imposed on alcohol sales. 6.18 Pro Shop Inventory and Operations. As of the Possession Date, Operator has assumed from City the existing inventory of golf merchandise and golf equipment located in the Pro Shops at each Golf Course based on the inventory valuation provided by City. During the Term in connection with Golf Course operations, Operator shall purchase and stock golf merchandise and golf equipment in the Pro Shops for sale to the public as determined by Operator. Operator shall insure the Pro Shop at each Golf Course is open daily with regular hours posted conspicuously and adequately on site at each Golf Course. Operator shall also provide golf equipment repair, rental of pull carts, golf carts and golf clubs for public use with the repair services and number of carts and clubs provided reasonable and customary in comparison with other public golf courses of similar size and use. 6.19 Financing Leases. Operator shall be responsible for assignment of existing leases and negotiation of equipment leases or purchase money financing, including specifically without limitation negotiation of new golf cart leases or financing arrangements and repayment or renegotiation of existing golf cart leases of financing arrangements. The City currently has outstanding leases through Banc of America Leasing and Capital LLC for golf course equipment. Operator agrees to pursue assignment of the leases to Operator as the operator of the Golf Courses. 6.20 Transition of Golf Course Staff. Within twenty (20) days of the Effective Date, City shall conduct a meeting to inform the City employees who are directly employed in the operations of the Golf Courses of the lease arrangement and operations of the Golf Courses by the Operator under this lease. Said meeting shall include the City's Human Resources Department and the Operator's Human Resources Representative(s). At this meeting City employees shall be provided information including, but not limited to: 1. Operator's Personnel Policies 2. Operator's Job Descriptions 3. Operator's Salary Ranges per job description 4. Operator's Benefits Package 5. City's "Reduction In Force" (RIF) policy. City employees shall be given a deadline of fourteen (14) calendar days after such meeting H:1LEG DLR\Lisa12o10 ParkWoresight Lease Agreement (Execution Copy 2 09212010).docx 14 outlined above to determine whether they choose to become Operator employees or be subject to the City's Reduction in Force policy. Based on the voluntary decision of each such City employee, the City shall identify to Operator those City employees who are willing to terminate their employment with the City and begin employment with Operator for positions in operations of the Golf Courses (an "Identified Employee "). Operator shall offer employment to and employ each Identified Employee (who accepts such employment), with such employment to begin on the Possession Date, and pursuant to and in accordance with Operator's established employment criteria, compensation and benefits package through Operator`s customary ninety (90) day probationary period. Operator shall provide health insurance benefits to each Identified Employee who accepts employment beginning on date of employee hire with Operator, with no delay period 6.21 Annual Review. Annually, representatives of Operator and the City Manager or City Manager's designee shall meet at the offices of the City or such other mutually acceptable location, to review the operations and performance of the Operator under this lease for the prior year (the "Annual Review "). Each Annual Review shall include a review of (i) the financial performance of the Golf Courses for the prior year as evidenced by the Financial Reports and other financial information either party may elect to submit for review; (ii) the operations of the Golf Courses including the Operating Expenses for calculation of Net Cash Flow From Operations, green fees, food and beverage operations, rules and regulations for the Golf Courses, goals for pace of play and start times, turf conditions on the Golf Courses, weather related or seasonal related effects on such turf conditions, and the Performance Standards; (iii) Operator's performance under the Performance Standards and review of customer satisfaction surveys from patrons of the Golf Courses; (iv) any proposed capital improvement projects, and (v) any other information deemed material to operation of the Golf Courses. Section 7. Care of Lease Premises: 7.1 Maintenance and Repairs. Operator shall maintain the Leased Premises in good clean condition. Operator shall be responsible for repairs and maintenance of the Leased Premises, with costs of such repairs and maintenance to be included as Operating Expenses of the Golf courses. Operator shall maintain the Golf Shop and driving range area in a clean, well -kept and orderly manner, ordinary wear and tear excepted, and shall provide such personnel, cleaning supplies, equipment, and consumable supplies as are necessary for this purpose. Operator shall cause public spaces to be vacuumed and cleaned daily. Windows and glass surfaces in the snack bars and all entry doors to be cleaned weekly during high season, March through October, and monthly or sooner as needed November through February. All other glass surfaces to be- cleaned monthly or sooner, if needed. Restrooms to be cleaned prior to business each morning. During high season, March through October, restrooms to H:1LEG- DIRILisa12010 Park\Foresight Lease Agreement (Execution Copy 2 09212010).docx �.5 be cleaned and restocked in mid- afternoon. Carpet cleaning shall be completed a minimum of twice yearly. Operator shall be responsible for the repair and maintenance of light fixtures as needed. Operator shall be responsible for regular maintenance and cleaning, as well as repairs and replacement, of all equipment at Leased Premises, including but not limited to, restaurant equipment. Operator shall be responsible for annual exterior cleaning of building walls, doors and windows, and light fixtures. Operator may utilize the Operations Reserve Fund for Operating Expenses of the Golf Courses, including repairs and maintenance. 7.2 Advertising Siguage on Leased Premises. Operator shall not install additional signs or other advertising devices on the Leased Premises without City's prior written approval. The expense of installation, operation or removal of all such signs shall be paid by Operator as an expense of operations of the Golf Courses. Operator shall comply with applicable City ordinances related to signage. 7.3 Maintenance Operations. Operator shall be responsible for the upkeep and maintenance of the greens, fairways, sand traps and all other playing areas ofthe golfcourses in accordance with the schedule of maintenance and standards set forth in the Performance Standards that shall be performed on a regular basis to assure well maintained turf conditions and golfcourses are available for play by the general public. Any changes to the maintenance provisions of the Performance Standards shall be subject to the approval of the Contract Administrator. 7.4 Utilities. City shall provide to Operator at no charge effluent City water for purposes of irrigating the Golf Courses. City shall provide to Operator such City utility services as have been provided to the operations of the Golf Courses as of the Effective Date, including potable water and sanitary sewer. However, if City ever begins to charge other City departments for potable water, sanitary sewer, or solid waste service, then Operator shall be similarly charged. Operator shall be charged for solid waste removal which is under contract with third party provider. Operator shall pay all such solid waste services and City and other non-City utility charges as Operating Expenses of the Golf Courses, including electricity, telephone, and security systems. Occupied public space in the clubhouse must be lighted and adequately heated appropriate to a public building. Included in the utility costs of operations shall be the cost of electricity to pump effluent water through the Golf Courses irrigation pumping system to irrigate the grounds of the Golf Courses 7.5 Naming of facilities on Leased Premises. Any naming of any facility on Leased Premises requires prior approval of the City Council. 7.6 Alterations or Improvements to Leased Premises. Operator shall not remove any improvements, nor make any alternations or additions to the building improvements located H :ILEG- DIRLLisa12010 Park\Foresight Lease Agreement (Execution Copy 2 09212010).doex 16 on the Leased Premises, nor perform any construction at the Leased Premises, without the prior written consent of the City Manager, and any such additions, changes and alterations made by Operator shall become and remain the property of City at the termination of this lease, except to the extent that the City Manager agrees otherwise in the above required written consent. Any additions, changes and alterations made by improvements or any construction at Leased Premises by Operator must be agreed to by the City and approved in advance in writing executed by the City Manager, and subject to Operator's compliance with bonding requirements of Chapter 2253, Texas Government Code, as may be amended, and subject to compliance with insurance requirements of Risk Manager. 7.7 Surrender of Leased Premises. Operator acknowledges and understands that the City's agreement to lease the Leased Premises to Operator is expressly conditioned on the understanding that the Leased Premises must be surrendered, upon the expiration, termination, or cancellation of the Term of this Lease, in as good a condition as received, reasonable use and wear and tear, acts of God, fire and flood damage or destruction where such damage in not Operator's fault. Section 8. Trade Fixtures and Capital Projects: 8.1 Installing Trade Fixtures. Operator shall be permitted to install Trade Fixtures on the Leased Premises, and all such Trade Fixtures owned by Operator and not permanently attached to the Leased Premises may be removed by Operator at the end of the Tern, provided that any damage to the Leased Premises caused by such removal shall be repaired by and at the expense of Operator at or prior to the expiration of the Tenn. 8.2 Capital Improvements. Prior to the Possession Date, the parties shall develop an Exhibit to be substituted herein as Exhibit D. Set forth on Exhibit D shall be Operator's initial proposed capital improvement projects for the Golf Courses, including a description and budget for each such project. The City has and will continue to segregate and hold the Capital Fund and make such Capital Fund available to fund capital improvement projects at the Golf Courses including those described on Exhibit D and future identified projects upon such terms and conditions as the Operator and City Manger shall mutually agree. To the extent Operator identifies other capital improvement projects during the term of this lease that could benefit the operations of the Golf Courses, Operator may notify the Contract Administrator of any such project and provide a description and budget for such project. No later than the next Annual Review, Operator and the City Manager shall review such proposed capital project, the related expenditures required to complete the project and the capital expenditure responsibility, if any, of each party. To the extent mutually agreed by the parties an in accordance with such agreement, the City will fund capital improvement H:1LEG- D1R \Lisa12010 Park\Foresight Lease Agreement (Execution Copy 2A9212010).docx. .. 17 projects out of the Capital Fund, and Operator may proceed with such capital improvement projects. Section 9. Insurance: 9.1 Insurance Coverage. During the Term, Operator shall maintain a policy or policies of insurance providing for the following insurance coverage: (i) broad commercial general liability insurance providing personal injury and property damage liability coverage with respect to the Leased Premises and the business conducted thereon, (ii) physical damage coverage for golf carts and course maintenance equipment, (iii) business automobile liability —owned, non -owned and rented, (iv) alcoholic beverage liability in the amount of one million dollars ($1,000,000.00) covering the event or time period when alcoholic beverages are to be served, (v) crime and fidelity coverage, (vi) worker's compensation and (vii) employer's liability all in accordance with the provisions described on Exhibit E, attached hereto and incorporated by reference. Such insurance policy or policies shall name Operator as named insured and City as additional insured for auto and general liability coverage. For worker's compensation and employer's liability, Operator shall provide a waiver of subrogation in favor of the City. Prior to any addition or alteration to any building or real estate improvements located on the Leased Premises, Operator shall obtain prior clearance in writing, from the Risk Manager that the proposed addition or alteration will not necessitate a change or modification in the existing insurance coverage maintained by Operator or City. This clearance is in addition to the prior consent required by Section 7.6 of this lease. 9.2 Form of Policies. The foregoing policies of insurance shall be in form and written by insurers be issued by insurance companies reasonably acceptable to the Risk Manager for the City (the "Risk Manager ") which acceptance shall not be unreasonably withheld, and shall meet the requirements of Exhibit E. The Risk Manager shall be furnished two (2) copies of certificates of such insurance policies for the benefit of the City prior to the Possession Date. The certificate of insurance shall provide that the City shall have thirty (30) days advance written notice of cancellation, intent to not renew, material change, or termination of any coverage required in this lease. Upon written request of the City Manager, Operator shall provide copies of all required insurance policies to the Risk Manager. City and Operator acknowledge that over the Term it is probable that there will be changes in the • insurance industry or the commercial real estate industry. Accordingly, City and Operator agree that if, during the Term, if the amount of insurance customarily maintained for golf course businesses similar to those then conducted from the Leased Premises increases, then the Risk Manager retains the right at the Annual Review to modify the amount and types of insurance maintained by Operator, and to require increased coverage limits, as commercially reasonable and as necessary in the interest of public health, safety, or welfare, and to H ;LEG- DIR1Lisa12010 ParkWoresight Lease Agreement (Execution Copy 2 09212010).docx 18 decrease the required coverage, if so warranted. In the event ofany necessary increase, City must provide Operator no less than sixty (60) days written notice to obtain the increased coverage prior to the effective date of the requirement. 9.3 City Insurance. During the Term, City shall secure and cause to be maintained in effect, as part of and included with the City's blanket coverage of City real property improvements, a policy or policies of property insurance covering the real property improvements and fixtures of the Leased Premises in the amounts and types identified on Exhibit F, subject to applicable deductibles. The City Risk Manager reserves the right to review and modify the amounts and types of insurance maintained by the City (but not terminate insurance), and provide Operator with updated Exhibit F. Section 10. Indemnification: In consideration of allowing Operator to occupy the Leased Premises, Operator ( "Indemnitor ") shall fully indemnify, defend, save and hold harmless the City, its officers, agents, representatives, and employees (collectively, "Indemnitees ") from and against any and all liability, loss, damages, claims, demands, suits, and causes of action of any nature whatsoever asserted against or recovered from City on account of injury or damage to person including, without limitation on the foregoing, premises defects, workers' compensation and death claims, or property lass or damage of any other kind whatsoever, to the extent any injury, damage, or loss may be incident to, arise out of, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part: (1) Operator's performance under this Lease; (ii) Operator's occupancy of the Leased Premises and any and all activities associated with the Operator's use of the Leased Premises under this Lease; (111) the violation by Operator, its officers, employees, agents, contractors, subcontractors or representatives of any law, rule, regulation, ordinance, or government order of any kind pertaining, directly or indirectly, to this Lease; (W) the exercise of rights under this Lease; or (v) an act or omission on the part of Operator, its officers, employees, agents, contractors, subcontractors or representatives pertaining to this Lease, regardless of whether the injury, damage, loss, violation, exercise of rights, act, or omission is caused or is claimed to be caused by the contributing or concurrent negligence of lndemnitees, or any of them, but not if caused by the sole negligence of Indemnitees, H:ILEG- DIR\Lisai2010 Park\Foresight Lease Agreement (Execution Copy 2.09212010).docx 19 or any of them, unmixed with the fault of any other person or entity, and including all expenses of litigation, court costs, and attorneys' fees, which arise, or are claimed to arise, out of or in connection with the asserted or recovered incident. Operator covenants and agrees that, if any of the lndemnitees is made a party to any litigation against Operator or in any litigation commenced by any party, other than Operator relating to this Lease, Operator shall, upon receipt of reasonable notice regarding commencement of litigation, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend any of the lndemnitees in all actions based thereon with legal counsel satisfactory to the City Attorney, and pay all charges of attorneys and all other costs and expenses of any kind whatsoever arising from any the liability, injury, damage, loss, demand, claim, or action. Section 11. Assignment and Subleasing: 11.1 Assignment by Operator. Neither party may assign this Agreement without the prior written approval of the other party. City Council approval is required for the assignment of the lease by Operator. Any such approved assignment shall not relieve Operator or Operator's authorized assignees from liability under this lease. 11.2 Subleases. Operator shall not sublease all or any part of the Leased Premises without prior written approval of the City Manager. 11.3 Mortgages. Operator shall not mortgage, encumber or pledge the leasehold interest under this lease without prior written approval ofthe City Manager. Operator may not incur debts or obligations on the credit of the City. 11.4 Approvals by City. The approval by City or the City Manager of any ofthe acts specified in this section shall not be unreasonably withheld and shall not relieve Operator or - Operator's authorized assignee, transferee or subtenant from liability under this Lease. Section 12. Repairs and Operator improvements: 12.1 Repairs in Ordinary Course. As mentioned in Section 7, Operator shall be responsible for repairs and maintenance of the Leased Premises, with costs of such repairs to be included as Operating Expenses of the Golf Courses. However, subject to appropriation H:ILEG- DIRELisa12010 ParklForesight Lease Agreement (Execution Copy 2 09212010).docx 20 of funds, in the case of ordinary wear and tear to improvements, City may choose to make general repairs and replacement, at its expense, any damage to the buildings and other real property improvements and fixtures (other than those caused by the Operator, agent or employee). 12.2 Operator Caused Repairs. All costs of repairs and replacements with respect to the buildings attributable to the negligence of Operator, his agents or employees shall be borne by Operator and not included as Operating Expenses of the Golf Courses for purposes of calculating the Net Cash Flow From Operations Capital improvements or additions to buildings by Operator must be approved in advance by the City Manager, and subject to Operator's compliance with bonding requirements of Chapter 2253, Texas Government Code, as may be amended, and subject to compliance with insurance requirements of Risk Manager. Ownership thereof shall revert to the City upon termination of this lease. Section 13. Destruction of Leased Premises: 13.1 Casualty Losses. If a building or other improvements of Leased Premises are damaged by fire, windstorm, flooding, hurricane, or other casualty during the Term, Operator shall give prompt notice thereof to City, and unless Operator elects to terminate this lease in such notice as a result of such casualty loss, City may reconstruct and repair the Leased Premises to at least substantially the same condition as existed prior to such casualty with reasonable due diligence, subject to appropriation of funds for such purpose by the City Council or receipt of applicable insurance payments. City shall use, and Operator shall provide, consulting services to City in connection with any such reconstruction and repairto the Leased Premises. Operator shall be relieved of the obligation to pay rent during the period Leased Premises are not in use by Operator due to such destruction of Leased Premises. 13.2 No Repairs. In the event City elects not to complete such reconstruction and repair of such damage caused by casualty described in Section 13.1, or fails to complete the reconstruction and repair with reasonable due diligence, either party shall have the right to terminate this lease pursuant to this section. If City has received insurance proceeds for the full and replacement value of the building or other improvement for reconstruction and repair of such damage caused by such a casualty and elects not to complete such reconstruction and repair, then a termination as a result of City's election or failure to reconstruct or repair shall be deemed a termination without cause by the City as described in Section 3.4. Also, any such termination shall be effective as of the date upon which such damage or destruction H:\LEG- DIR\Lisa12010 ParklForesight Lease Agreement (Execution Copy 2 09212010).docx 21 occurred if business has not been conducted in the damaged improvement on the Leased Premises after such date. Section 14. Total or Partial Condemnation: 14.1 Termination Upon Condemnation. In the event the Leased Premises shall be taken by condemnation or the right of eminent domain or conveyed by City under threat of condemnation, then this lease shall terminate as ofthe date of such taking or conveyance and the rent shall be apportioned and determined as of the date of such termination. 14.2 Partial Condemnation. If a portion of the Leased Premises shall be taken by condemnation or right of eminent domain or conveyed by City under the threat of condemnation so as to render the balance of the Leased Premises unsuitable for the use of Operator, either party to this lease shall be entitled to terminate this lease by giving written notice of such election within thirty (30) days after Operator has been deprived of possession. If this lease is so terminated, then the rent shall be apportioned and determined as ofthe date of such termination. 14.3 Condemnation Awards. If any part of the Leased Premises is so taken or condemned, City shall be entitled to receive and retain all sums awarded for the taking of all or any portion of the Leased Premises by condemnation or right of eminent domain or conveyance by City under threat of condemnation, and Operator shall not be entitled to share in such award. Operator shall be entitled to receive and retain, and City shall not be entitled to, any portion of the award made to Operator by court of competent jurisdiction for loss of Operator's leasehold improvements whose costs were not shared by the City. Section 15. Operator or City Default: 1.5,1 Operator Default. Any of the following events shall be an event of default by Operator under this lease: (i) if Operator shall fail to pay any installment of the Rent or other sum of money due under this lease when due; (ii) if Operator shall abandon or vacate the Leased Premises; (iii) if Operator shall fail to comply with any term, provision, obligation or covenant of this lease (and shall not cure or correct such failure within fourteen (14) days after written notice of such failure from City to Operator); or (iv) if any proceedings shall be commenced to declare Operator a bankrupt or an insolvent, reduce or modify its debts or obligations or to delay the payment thereof, or if any assignment of its property be made for the benefit of creditors, or if a receiver or trustee be appointed for it or its property or business, then, to the extent permitted by applicable law, City may treat the occurrence of any one or more of the foregoing events as an event of default by Operator. H;1LEG- DIR\Lisa12010 Park\Foresight Lease Agreement (Execution Copy 2 09212010).docx 22 15.2 Termination Upon Default. If any event of default by Operator shall have occurred, City shall have the right, without further notice or demand of any kind to Operator or any other party, to terminate this lease and repossess the Leased Premises and shall be entitled to recover as damages a sum of money equal to the total of (i) the reasonable cost of recovering the Leased Premises, and (ii) the unpaid Rent and other sums due at the rate herein provided, and to pursue any other rights or remedies provided herein or at law or in equity. 15.3 City Default. In the event City defaults under any provision of this lease, Operator agrees to give City written notice of such default and thirty (30) days to cure such default prior to pursuing remedies against City. However, non - appropriation of funds for any purpose shall not be deemed to be an event of City default with respect to any payment or expenditure obligation of the City. If any event of default by City shall have occurred and not been cured in such time frame, Operator shall have the right, without further notice or demand of any kind to City or any other party, to terminate this lease. Upon such a termination due to City's default, Operator shall be entitled to pursue any other rights or remedies provided herein or at law or in equity. Section 16. Force Majeure: Neither City or Operator shall be liable for delays or failures in performance due to an event of force majeure that is beyond such party's reasonable control including, without limitation, any delays or failures in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, riots or interference by civil or military authorities. The delays or failures to perform extend the period of performance until these exigencies have been removed. The Operator shall inform the City in writing of an event of force majeure within five (5) business days or otherwise waive this right as a defense. Section 17. Relationship of Parties: This Lease establishes a landlord/tenant relationship, and no other relationship. This Lease must be construed conclusively in favor of that relationship. In performing this Lease, both the City and Operator shall act in an individual capacity as independent contractors, and not as agents, representatives, employees, employers, partners, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. Section 18. Mechanic's Lien: H:\LEG- DIR\Lisa12010 ParkWoresight Lease Agreement (Execution Copy 2 09212010).docx 23 Operator shall not permit any mechanic's, materialman's or similar liens to remain upon the Leased Premises for labor or material furnished to Operator or claimed to have been furnished to Operator in connection with work of any character performed or claimed to have been performed on the Leased Premises or at the direction of or with the consent of Operator. Section 19. City's Right of Access to and Use ofthe Leased Premises for UtilitLor Other Construction Work: Operator acknowledges that there are City utility lines located on or under the Leased Premises. City reserves the right to excavate at the Leased Premises as necessary to repair, replace or maintain such utility lines. Additionally, Operator acknowledges that City may occasionally undertake additional utility or other construction projects which may require City or its contractor to have access to, on, in, above, across, through or under the Leased Premises. City reserves the right to access and construct upon the Leased Premises for City utility or construction project when deemed necessary by the City Manager. In connection with any such access, excavation or construction, City and Operator will cooperate in good faith in planning the timing, location and extent of such activities so as to minimize, to the extent reasonably possible, the adverse effect of such activities on the operations ofthe Golf Courses. City is not responsible to Operator for any damages or loss of revenues which may occur during City construction or utility work on Leased Premises. Section 20. Miscellaneous: 20.1 Utility Charges. All utilities serving the Leased Premises shall be paid by Operator prior to delinquency. 20.2 Successors. All rights and liabilities herein given or imposed upon the respective parties shall extend to and bind the respective successors and assigns of such parties. 20.3 Right of Inspection by City. City, acting through any authorized employee of the City, shall have the right to enter upon the Leased Premises at all reasonable hours for the purpose of inspecting the Leased Premises. Such entrance by City shall never be deemed or held to be an ejection or disposition of Operator, and. City shall incur no liability by reason thereof. Operator shall provide the Contract Administrator with keys to the Leased Premises, and a current list of names and phone numbers, for use by the Contract Administrator, in the event of an emergency at the Leased Premises. The Contract Administrator or his authorized designee has the right to enter the Leased Premises during the regular hours of normal operation or at any time in the event of an emergency. IBLEG- DIRkLisa12010 Park\Foresight Lease Agreement (Execution Copy 2 09212010).docx 24 20.4 Publication Costs. Operator shall pay for the cost of publishing the lease description and related ordinance, as required by the City's Charter, in the legal section of the local newspaper. 20.5 Construction of Lease and Venue. In the event any provision of this lease shall be held to be invalid or unenforceable, such holding shall not be deemed to affect the validity and enforceability of the remainder of this lease, or of the same provision as applied to other persons or circumstances. This lease shall be construed with the express intention of the parties to it that it shall be valid and enforceable in every respect to the extent permitted by law. By agreement of the parties, any ambiguities in the Lease shall not be construed against the drafter. This Lease is only for the benefit of the City, the Indemnitees and Operator, and no third party has any rights or claims under this Lease or against the City. This lease shall be interpreted according to the Texas laws which govern the interpretation of contracts, and venue lies in Nueces County, Texas, where this lease was entered into and shall be performed. 20.6 Notice and Contract Administrator. Any notice, request, demand, or other communication which, under the terms of this lease or under any statute or other law, must or may be given or made by the parties to this lease, shall be in writing, shall be directed to the contract administrator designated below on behalf of the City, and to the Chief Operating Officer on behalf of the Operator. Such notices shall be sent by hand delivery, established overnight courier service or United States mail, registered or certified mail, postage prepaid, return receipt requested, to the following address of the party to receive notice or such other addresses as may hereafter be designated in writing from time to time by the parties hereto in the manner provided in this paragraph. Any such notice shall be deemed received when actually received as evidenced by written receipt or three days after deposit with the United States mail in accordance with this paragraph. The contract administrator for the City shall be the City Director of Parks and Recreation. The contract administrator for the Operator shall be the Operator's Chief Operating Officer, and Operator reserves the right by written notice to the City to designate Operator's Regional Manager as the contract administrator. Notice to the City shall be sent to: City of Corpus Christi Attn: Director of Parks and Recreation 1201 Leopard Street Corpus Christi, Texas 78401 With copy to: City of Corpus Christi Attn: City Attorney 1201 Leopard Street H :1LEG- DIR\Lisa12O10 Park\Foresight Lease Agreement (Execution Copy 2 09212010).docx 25 Corpus Christi, Texas, 78401. With copy to: City of Corpus Christi Attn: City Manager 1201 Leopard Street Corpus Christi, Texas, 78401. Notice to the Operator shall be sent to: Foresight Corpus Christi Golf, L.L.C. Attn: Chief Operating Officer 512 E. Blanco Road, Suite 100 Boerne, Texas 78006 20.7 Waiver. No provision of this Agreement may be waived orally. The waiver by either party to this lease of any breach of or default under any provision of this lease shall not be deemed to be a waiver of such provision or of any rights as to any subsequent breach or default thereof. The subsequent acceptance of any rental or sums hereunder by City from Operator shall not be deemed to be a waiver of any preceding breach by Operator of any provision of this lease (other than the failure of Operator to pay the particular rental or sum so accepted). The partial performance of any of City's covenants shall not be deemed to be a " waiver of any preceding breach or default by City of any provision of this lease. No provision of this lease shall be deemed to have been waived by any party hereto unless such waiver is in writing and signed by the party charged with such waiver. 20.8 Amendments. No subsequent alteration, amendment, change, deletion, or addition to this lease shall be binding upon City or Operator unless in writing and signed by both City and Operator. 20.9 Compliance with laws. Operator must comply with all applicable laws, regulations, and ordinances of the City, State and Federal governments. 20.10 Contract documents. The fully executed Lease Agreement, the Request for Proposal for Golf Course Management Service (B1- 0060 -10) (the "Request for Proposal "), as amended, and the Operator's proposal shall constitute the contract documents and are incorporated herein by reference. In case of a conflict in any of the terms of the contract documents, first precedence shall be given to the fully executed Lease Agreement; second precedence shall be given to the Request for Proposal, and third precedence shall be given to the Operator's proposal. H:\LEG- DIR\Lisa12010 ParkWoresight Lease Agreement (Execution Copy 2 09212010).doex 26 20.11 Fiscal Funding. City's payment obligations under this Lease are subject to City's annual budget process. Notwithstanding anything to the contrary herein, The City's obligation to make any payment or expenditure under this Agreement is expressly contingent upon the availability of City funding for each payment item and obligation of the City contained herein. Operator shall have no right of action against the City as regards this Agreement, in the event that the City is unable to fulfill its payment obligations under this Agreement as a result of the lack of sufficient funding. Section 21. Acknowledgement: The parties expressly agree that they have each independently read and understood this lease. By Operator's execution of this lease, Operator acknowledges and understands that this lease is not binding on the City until properly authorized by the Council and executed by the City Manager or by his designee. SIGNATURE DATE: , 2010, but effective as of the Effective Date and Possession Date as described above. OPERATOR: FORESIGHT CORPUS CHRISTI GOLF, L.L.C., By: Dane A. Pedrotti, Jr. President THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on %o ,6evy. A3 , 2010, by Daniel A. Pedrotti, Jr. as President of Foresight Corpus Christi Golf, L.L.C., on behalf of such company. Pub ic, State of Texas H:ILEG- DIR\Lisa120 I0 Parlaoresight Lease Agreement (Execution Copy 2 09212010).docx —179— CITY OF CORPUS CHRISTI AI JEST: By: By: Armando Chapa City Secretary THE STATE OF TEXAS § COUNTY OF NUECES § 27 Angel R. Escobar City Manager This instrument was acknowledged before me on the day of 2010, by Angel R. Escobar, City Manager, for the City Of Corpus Christi, a Texas municipal corporation, on behalf of the corporation. Notary Public, State Of Texas APPROVED AS TO FORM: This day of September, 2010. BY: ce4.7 Lisa Aguila sistant City Attorney For the Cr Attorney H :\LEG- DIRtLisa22010 ParkiForesight Lease Agreement (Execution Copy 2 09212010).docx 28 Exhibit A Description of Leased Premises Oso Beach Golf Course, 5601 South Alameda Street, Corpus Christi, Texas 78412, with description of 150.10 acres out of portion of Sections 14,16 and 17, Flour Bluff & Encinal Farm & Garden Tracts, as recorded in Nueces County Property Records, Volume No 284, Pages 85- 88, and Volume No. 299, Pages 75 -79. Gabe Lozano Sr. Golf Course, 4401 Old Brownsville Road, Corpus Christi, Texas, 78405, as described in Nueces County Map Records Volume 26 Page 93, with legal description of Cliff Maus Tracts A and B, further described as being a 222.34 acre tract out of Block 18, J.C. Russell Farm Blocks and out ofLots 1,2,3, and 4, Gugenheim and Cohn Farm Lots, Corpus Christi, Nueces County, Texas. 0=0SO GOLF COURSE =GABE LOZANO GOLF COURSE LAND BUILDINGS Club House Metal Buildings Terminal Buildings Golf Cart Charging Facility O Steel Building — Golf Carts O Roof repairs O Oso Maintenance Building O Oso Restroom Improvements Restroom Improvements Lozano GC Clubhouse Roof Replace O Oso GC Clubhouse Re -roof O Garage and Storage Building O Club House and Pro Shop O Reroof Pro's House and Po Shop Adjustment for rounding IMPROVEMENTS Irrigation System H:1LEG- DIR\Lisa12010 Park\Foresight Lease Agreement (Execution Copy 2 09212010).docx 29 Landscaping Fence Parking Lot Driving Range Lighting Improv. Other Than Bldgs. Arch itecturalWEngineering Golf course fairway renovation Cart path improvements O Cart path improvements O Irrigation System Airconditloning Unit 92 -93 :Cart path improvements Old Brownsville outfall Fencing (96 -97) Septic System Gabe Lozano Cathodic Protection O Cathodic Protection O Cart path service road improve. FY99 -O0 Gabe Lozano Electrical Upgrade O 1956-66 Unidentified improvements 'O Parking Lot O Outside Water Pump Facility 0 Installation of Fence O Chainlink Fence O Trees (185) 0 ixora Shrubs (25) 0 Plants (48) O Various Trees (36) O Oleanders (80 +$6.35 undetermined) O Various Tees O Oleanders (20) O Various Trees, bushes and plants 0 Installation of Sanitary Sewer Lateral Line O Palm Trees (45) O Various Trees, bushes and plants O Pump System for Irrigation System O 1 -3 Post Fuse Disconnect Switch for Inside Use O Sprinkler System O Sprinkler System - Architectural Services O Sprinkler System -CPL Installation and Secondary O Replacement of Water Line Servicing Club House & Irrig Syst O Flags and Flag Poles 0 Cart Paths O San Trap Improvements -Lord and Applegate H:ILEG- DIR\Lisat2010 ParkdForesight Lease Agreement (Execution Copy 2 09212010).docx. 30 O Aerial Photography - Espey, Huston and Associates O Landscape Architectural Planning – Bechtokl Hoffpaur Golf Course Irrigation Improvements Proj #3266 O Golf Course Irrigation Improvements Proj #3266 Adjustment for rounding MACHINERY & EQUIPMENT Office Furniture & Equipment Sprinkler Equipment Fuel Storage Tanks Golf Ball Retriever Ball Washers Master Ball Washes Golf Ball Washer Greens Aerator 91 -92: Used 7ft. concrete pathpaver Energy Management System O Energy Management System Osbome trailer Co Odessa Pump Gould 10- vertical turbine 100 O Odessa Pump Gould 7- vertical turbine 100 FY98 -99 Tee Time Management System O FY98 -99 Tee Time Management System FY00 -01 Network Catalyst Co FY00 -01 Network Catalyst O Office Furniture O Spreaders, Sprayers & Sprinklers O Shop Equipment Co Water Coolers (4) O Aerifiers (2) O Greensaire Aerifier- Watson Distr Co 515 Gallon Steel Tank - Freemens Station Mat O Water Cooler -Ajax Supply O Electric Water Cooler - Southern Plumbing O Electric Water Cooler -WESCO Co Electronic Cash Register - Patterson, Inc. O 3 Electric Water Coolers+Freight-Graybar Electric O (2) 12,000 BTU Air Conditioners - Coolidge- Locher O Equip & Labor for Gas Pump —CC Pump Service O 60" Rotary Mower -Turf & Irrigation O Install New 550 Gallon Tank -CC Pump O Electric Drinking Fountain O Electric Water Cooler -Sind Plmb H:1LEG- DIR\Lisal2010 Park\Foresight Lease Agreement (Execution Copy 2 09212010).docx 31 0 2 Ryan Vertical Mowers - Watson Q Electronic Cash Register-Braswell 0 .5 Gallon Water Cooler -Ajax Supply O 12000 lb Trailer-Made in House O 100 Gallon Sprayer -($500 retained for handgun)-Goldwaites Zimmerer Kubota Tractor L3430HST -F 29HP Turf Tiger SN- A6501193 (Vehicle wlflat bed) Q 291-IP Turf Tiger SN A6501193 (Vehicle w/flat bed) 55 Golf Carts — FY08 -- Ez Go d 55 Golf Carts — FY08 — Ez Go 15 Golf Carts — FY08 — Ez Go O 15 Golf Carts — FY08 — Ez Go Green Terra Spike G6/63" 0953TC 997 Z-Trak (mowers) SN — DM997SCO23576 4 0953TC 997 Z -Trak (mowers) SN — DM997SCO23579 Green Mower, SN TC250BG020032 Fairway Mower, SN-TC3225C040405 Trim and. Surronds Mower SN- TC2653T020151 Utility Tractor 4WD SN- PY5203U006953 4 Green Mower SN TC250BG020034 O Fairway Mower SN-TC3225C040400 O Trim and Surronds Mower SN- TC2653T020074 1600 Turbo Series 11 Comm. Wide (mower) SN- TC1600T060770 1400TC ProGator 2020A; cargo loader/haul SN-TC2020AT020525 HD300 Sprayer; chemical loader trk; SN- TC300GX020037 Ultra greens roller. Turf smoother SN -T2586 410 2 valve man htd w /pp SN- 41027408 ITT Flowtronex model 11 CLC -6; 850 GPM at 273 PS1 H:1LEG- DIRiLisat20I0 ParkcFForesight Lease Agreement (Execution Copy 2 09212010).docx Exhibit B Performance Standards Maintenance Standards: 32 These maintenance standards shall serve as a guideline for maintenance of the golf courses. Each item identified, quantified and or qualified herein, is based upon our maintenance standards in place at our other Texas golf courses. GREENS a Mow a minimum of six times per week during the active growing season. In the winter, mow as needed to manage limited growth. it Putting speed to be maintained at a reading, which will provide a fair and consistent putting surface for all golfers. in Mowing heights in general to be bench set between 0.125" and 0.145 ". Heights may be temporarily adjusted during the aerification healing process and over- seeding process. fe Light verticutting and/or grooming will be performed as required to reduce grain and manage thatch buildup on greens. iii Light and frequent topdressings will be applied to smooth the putting surface and control thatch buildup. it Fertilization and other chemical applications will be employed to maintain healthy turf. Pin placements will be rotated daily throughout the active growing season. Aerification will be performed at least once per year and will be timed to gain maximum agronomic benefits. H:1LEG- DIR1Lisa12010 Park\Foresight Lease Agreement (Execution Copy 2 09212010).docx 33 Irrigation program will consist of deep and infrequent watering with supplemental hand watering when necessary. COLLARS ir Mow three times per week during the active growing season. Mowing height 0.4" to 0.75 ". APPROACHES im Mow three times per week during the active growing season. is Mowing height 0.4" to 0.75 ". • Aerification will be performed once per year. • Spiking will be performed as needed In Irrigation program will be similar to greens. Topdressings will be applied as needed throughout the season. oti Fertilization and other chemical applications will be similar to greens. TEES Mow three times per week during the active growing season. RC Mowing height 0.4" to 0.75" • Aerification will be performed at least once per year. • Tee markers will be rotated daily throughout the active growing season. H:ILEG- DIR\Lisa12010 Park Foresight Lease Agreement (Execution Copy 2 09212010).docx 34 Topdressings and divot filling will. be applied as needed throughout the season. im Light vertical mowing will be performed throughout the season. it Fertilization and other chemical applications will be employed to maintain healthy turf. el Irrigation program will consist of deep and infrequent watering with supplemental hand watering when necessary. FAIRWAYS Mow a minimum of three times per week during the active growing season. ti Mowing height 0.4" to 0.75" Fertilization and other chemical applications will be employed to maintain healthy turf. Is Irrigation program will consist of deep and infrequent watering with supplemental hand watering when necessary. CART PATHS Concrete paths will be edged regularly to provide a defined edge and clean appearance. is Gravel paths will be graded when needed. ROUGH Mow two times per week during the active growing season. Mowing height at 1" to 1.5" H: LEGDIR\Lisa\2O10 Park\Foresight Lease Agreement (Execution Copy 2 09212010).docx 35 u Fertilization applications will be employed to maintain healthy turf. Irrigation will be performed to ensure an adequate supply of moisture for turfgrass growth. Signage, paint lines, and other barriers will be used where necessary to control cart traffic. Aerification and or spiking will be performed as needed during the active growing season. BUNKERS u Raked daily w Depth of sand will be checked and maintained on a regular basis. re Depths: Maintain adequate and appropriate levels of sand in the sand bunkers. E Weeds and rocks will be removed as needed on a daily basis. Tree root removal provided as needed. mg Bunker edges will be mowed weekly. le Bunker edges will be edged as needed to maintain a clean bunker line. Bunker rakes will be placed inside the bunkers in an accessible location. They will be checked on a regular basis and maintained in good condition. PRACTICE AREAS u Driving Range fairway will be mowed two to three times per week during the active growing season. H:1LEG- D1R\Lisai2010 Park\Foresight Lease Agreement (Execution Copy 2 09212010).docx 36 n Driving Range tee will be mowed three times per week during the active growing season at fairway height. • Maintenance of worn areas on the practice tee will be performed weekly to repair areas in use the previous week. • Driving Range tee set -up will be moved daily. O Chipping and Putting areas will be maintained similar to golf course. it Fertilization and other chemical applications will be employed to maintain healthy turf. • Irrigation program will consist of deep and infrequent watering with supplemental hand watering when necessary. GENERAL DUTIES E Entry Road will be maintained and policed regularly for trash. E Parking Lot will be maintained and checked regularly for debris and trash. • Landscaping shall be weeded and kept in good repair E Staging areas for golf will be blown off as needed to maintain a good appearance. L Bathrooms on the golf course will be cleaned every day. Financial Performance Standards: The Director of Parks and Recreation and Operator will set out financial performance goals and objectives prior to the Possession Date for the initial year of the Agreement, and at each Annual Review thereafter. These standards will be based in part on the performance over the prior twelve (12) month period and in part based on the plans, including the marketing plans such as direct mail advertising and other advertising techniques, outreach projects such as establishing golf leagues, and other special projects at the Leased Premises such as increased tee areas, enlarged greens or improved drainage, for the coming twelve (12) months. The basis for comparison will be the budget for the Operating Expenses of the Golf Courses for the twelve (12) month period ending with the Annual Review and the budget for the coming twelve (12) months. As stated in Section H:ILEG- DIRILisa\2010 ParkWForesight Lease Agreement (Execution Copy 2 09212010).docx 37 6.6, prior to Possession Date, Operator shall develop and prepare a proposed operating budget for operations of the Golf Courses for the initial twelve (12) month period following the Possession Date, which budget will be attached as part of this Exhibit D. At each Annual Review, Operator will propose and explain such a proposed budget for the coming twelve (12) months, and the Director of Parks and Recreation will collaborate with Operator in establishing the final budget for the coming twelve (12) months. Customer Satisfaction Standards: Customer satisfaction will be assessed at least annually at the Annual Review. Operator will employ customer satisfaction assessment tools with respect to the operations of the Golf Courses such as written customer surveys obtained during or immediately follow play on the Golf Courses, electronic customer surveys with incentives to complete and return the survey and verbal customer surveys conducted by Operator team members immediately following play on the Golf Courses. The assessment tools may vary through the Term as the relationship between Operator, City and the golf constituency matures. All parties to this Agreement agree that customer satisfaction is paramount to the operations of the Golf Courses as provided for in this lease. It is further agreed that customer satisfaction is a dynamic and challenging factor to assess precisely and consistently. Therefore, the Director of Parks and Recreation and Operator will review at each Annual Review the assessment tools and other techniques employed by Operator throughout the Term of this Agreement. The results of the customer satisfaction assessments will be documented and to the extent agreed by Operator and the Director of Parks and Recreation the operations of the Golf Courses will be adjusted to optimize customer satisfaction. H 1LEG -DIR1i isat2010 ParkWoresight Lease Agreement (Execution Copy 2 09212010).docx Exhibit C Schedule of Green Fees* A. Weekday Green Fees 18 holes 18 holes mid - afternoon (after 10.00 a.m.) Twilight (starts after 1:00 p.m.) 18 holes Senior (over age 60) 18 holes Junior (age 18 and under) Executive 9 Executive 18 (twice around Executive 9) Executive 9 Junior (age 18 and under) Executive 18 Junior (age 18 and under) Marshal (Off peak) B. Weekend/Holiday Green Fees 18 holes 18 holes mid afternoon (after 10:00 a.m.) Twilight (starts after 1:00 p.m.) 18 holes Junior (age 18 and under) C. Discount monthly punch cards for Weekday Golf (12 green fees for price of 10 green fees — residents only) 18 holes Twilight (starts after 1:00 p.m.) 18 holes Senior (over age 60) D. Junior Monthly Card -- (residents only) Weekdays all day (weekends after 10:00 a.m.) Regular Monthly Card — (residents only) Weekdays all day (weekends after 10:00 a.m.) Senior Monthly Card — (residents only) Weekdays all day (weekends after 10:00 a.m.) E. Golf cart rental rates Non - Player Cart 9 holes Half Cart 18 holes (Half Cart) 18 holes (full cart) Marshal (Off Peak) F. Range balls — small Range balls — large Range balls — Jumbo H:tLEGDIR\Lisa\2010 Park\Foresight Lease Agreement (Execution Copy 2 09212010).docx 38 $ 17.25 $ 14.25 $ 11.25 $ 12.50 $ 8.00 $ 8.75 $ 12.75 $ 5.00 $ 6.00 $ 1.00 $ 19.75 $ 16.75 $ 13.75 $ 8.00 $ 172.50 $ 112.50 $ 125.00 $ 65.00 $ 140.00 $ 15.75 $ 8.50 $ 12.00 $ 22.75 $ 1.00 $ 4.00 $ 6.25 $ 8.50 39 Range balls — Marshal $ 1.00 G. Pull cart rentals — 9 holes $ 1.50 Pull cart rentals --18 holes $ 3.00 H. Golf set rentals -- 9 holes $ 6.50 Golf set rentals —18 holes $ 10.00 I. Youth golf camps $ 50.00 J. Identification card for advance tee time access $ 5.00 K. Golf Promotional Programs The Park and Recreation Department is authorized to conduct golf marketing promotions, at various times during the year, at both municipal courses. Cost recovery will not exceed 40% of the cost of youth programs, with regard to the golf marketing promotions, other than as applied to the Latchkey program L. Golf Items A and B (Green fees) include a $1.50 Capital Projects Surcharge (surcharge) for 18 holes ("18 Hole," Mid - afternoon, Twilight, and Executive 18) and a $1.00 surcharge for Juniors and Seniors. A surcharge of$.75 is included for non - Juniors for 9 holes on the Executive course and $.50 for Juniors. Golf Item C includes a $15.00 surcharge for the regulation 18 and Twilight, a $10.00 surcharge for seniors, a $7.50 surcharge for the Executive 9, and a $15.00 surcharge for the Executive 19. Golf Item D includes a $10.00 surcharge. Golf Items C and D are available to golfers living in Corpus Christi city limits with driver's license verification. Golf Items E, F, G, H, and J include all applicable sales taxes. *Operator shall also collect applicable sales taxes on the fees listed in this Exhibit C. H:\LEG- DIR\Lisa12010 Park\Foresight Lease Agreement (Execution Copy 2 092120I0).doex 40 Exhibit D Capital Improvement Projects Annually, the City of Corpus Christi adopts a Capital Budget and Capital Improvements Planning Guide. The purpose of the Capital Improvement Program (CIP) is to identify, prioritize, and construct projects that are needed to enhance or maintain the quality of life expected by the citizens of Corpus Christi. Project priorities and project funding are constantly monitored throughout the fiscal year to ensure there is adequate funding for critical projects and all voter-approved projects are completed in a timely manner. As stated in Section 8.2, prior to Possession Date, the parties shall agree to a replacement Exhibit D which identifies the initial proposed capital improvement programs for the Golf Courses, including a description and budget for each such project. H,1LEG- DIIt\Lisa12010 ParkWoresight Lease Agreement (Execution Copy 2 09212010).docx 41 ATTACHMENT INSURANCE REQUIREMENTS GOLF COURSE OPERATOR'S LIABILITY INSURANCE A. Goff Course Operator shall not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee. Goff Course Operator must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Goff Course Operator shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance, showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be named as an additional insured for the General Liability policy, and a blanket waiver of subrogation in favor of the City is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 day written notice of cancellation, non- renewal, material change or termination required on all certificates and policies Bodily Injury and Property Damage Per occurrence / aggregate BROAD COMMERCIAL GENERAL LIABILITY including: 1. Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 8. Broad Form Property Damage 8. Independent Contractors • 7. Herbicide, Pesticide & Fertilizer application & storage including pool chemical coverage 8.. Removal of employee vs. employee exclusion $1,000,000 COMBINED SINGLE LIMIT BUSINESS AUTOMOBILE LIABILITY -- OWNED, NON -OWNED or RENTED . $500,000 COMBINED SINGLE LIMIT GOLF COURSE PROPERTY COVERAGE to Include: 1. Tee to green coverage 2. Club Maintenance equipment and Goif Carts If applicable ACTUAL CASH VALUE Property Insurance Golf Course Operator will be responsible for any and all damage to equipment used regardless if owned, rented, leased or borrowed . If applicable H:1LEG- D1R1Lisat2010 Park\Foresight Lease Agreement (Execution Copy 2 092I2010).docx 42 CRIME AND FIDELITY COVERAGE $25,000 WORKERS' COMPENSATION to include Alternate Employer endorsement EMPLOYERS' LIABILITY WHICH COMPLIES WITH THE TEXAS WORKERS' COMPENSATION ACT AND SECTION II OF THIS EXHI BIT $100,0001$500,000 % $100,000 C. In the event of accidents of any kind, Golf Course Operator shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. II. ADDITIONAL REQUIREMENTS A. Golf Course Operator must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for • coverage must be written on a policy and with endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. B. Golf Course Operator's financial integrity is of interest to the City; therefore, subject to Golf Course Operators right to maintain reasonable deductibles in such amounts as are approved by the City, Golf Course Operator shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Golf Course Operator's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A (VII). C. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Golf Course Operator shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Golf Course Operator shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management H:ILEG- D1R\Lisa12010Park \Foresight Lease Agreement (Execution Copy 2 09212010).docx -195- 43 P.O. Box 9277 Corpus Christi, TX 78469 -9277 (361) 826 -4555- Fax # D. Golf Course Operator agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation and professional liability polices; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non - renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non - renewal of coverage, Golf Course Operator shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Golf Course Operator's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Golf Course Operator's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Golf Course Operator to stop work hereunder, and /or withhold any payment(s) which become due to Golf Course Operator hereunder until Golf Course Operator demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Successful Bidder may be held responsible for payments of damages to persons or property resulting from Golf Course Operator's or its subcontractors' performance of the work covered under this agreement. H. It is agreed that Golf Course Operator's insurance shall be deemed primary and H:1LEG- DIRUsa12010 Park \Foresight Lease Agreement (Execution Copy 2 09212010).docx 44 non - contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. 1. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2010 Gott Course Lease Agreement Insurance requirements 9-21-10 ep Risk M9m1. H:I LEG- DlRtLisa12010 ParkWoresight Lease Agreement (Execution Copy 2 09212010).docx -197- 45 Exhibit F City provided insurance H:tLEG- DIR1Lisa12010 ParklForesight Lease Agreement (Execution Copy 2 09212010).docx L 1- ai 6 iSi.,vi "- ,:3 = �s;;'S,A T .0 T CD '— CO CD 1� Ti-,. 6= T �•.' 6Y T A. Qi Illf CO 47 -,..„. : 1 . piz ry�3r•.IW4 . i ' 3 'i� '.,fir- .''�:��I! I� i '<L�iF:i:«::d3''iL is I� '` 1 p S Gy O 228 N M C7 @7 — 47 d' '4-2 a }rl; � - t_ �y. - `L�T: 1i� . ; •i.i'x tt:. ".� <G .�Y`s: 3 i• 7� „•4 .. i- Il . s . < .l u= • : 5S i� -' 4 t 4 �varh '4-4-.11.4 �?L iu F t :r i n _t- Ik. ,�rp' � l 1Sc si4i1 a s�•u L - ' , � x :' {. I . 1 i11� � EEE 3 -( `` ig`- I y ='r �!L {r'':621r.”' ?i? .,1 .. .V M.,.. A1.'749 Es �'�--3M1 ',Ia 3 � . � 2 .unH�. �.,. °� !� y i + S e v k a " a 3 „1 l ..�3 Lf h - x^ d }- ,s . 'ri :{ iL � 1 , ) , ' :' I''- . a ' s i ; - .1 �?i'• : . � T' ;�l.;x 'i.a:!- •.i .ei? . i_ :'�h •::..g= . �'1a -: : Yr' • 1 F i ` ;, I E .♦lit� • e 1i. 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' n _s-'_V }•!. _Sf f:: �u i : L ti • h I -a � ..v . !. /. �.: . p�. :- fi _i� '!� !: i _ n l7H)Tfm >L.: i s �:, r T • - v II hMetallCover Wood/Shingle 'Metal Deck Metal Deck 1 Wood/Shingle Wood/Shingle Concrete N } W a N Metal Deck 0 a) ii:srr r_ 12 , y p:e fiY.(w: �n 1 1 Frame Metal f.Y Ir G it k:l" i3'' Y iS�3 ��. iY f3- -_ :' ur�:E� "ljiic:Ii�siiL: ?t';:?:��r w� N Frame Frame Masonry 2 2 2 Oso Golf Course Clubhouse Oso Golf Course Maintenance Shop Oso Golf Course Restroom Oso Irrigation Pump Oso Maintenance Shop {-E= :::iii' f r j 1 ' _ .::aii'•s_�T.:ai"Fi,_ 1..N j3 j I _: =r a ai� ; � Mr-.-i •�e� Lozano Cart Barn !Lozano Goff Course Clubhouse Lozano irrigation Pump Lozano Irrigation Pump Lozano Public Restroorns Lozano Public Resirooms Lozano Warehouse Bldg A Lozano Warehouse Bldg B Pks & Rec Pks & Rec Pks & Rec 1 Pks & Rec ea CV 'd : iLl `r' Fi.Xe:•i'::' :!iii - _Fq::j .f?i? Sr yy:s �Y • It.z . t'rFrS Pks & Rec Pks & Rec Pks &Rec Pks &Rec Pks & Rec Pks & Rec Pks & Rec Pks & Rec �• N +�• N 1 � 78412 Pt- :<i ;LI tg tx;g it "� .E; VA?, .i{ t!I:i� a Y� � o 78405 78405 78405 gyp• 1 of E iD 01 Et 5601 S Alameda co G 8 a C • 'i-;:• ;4 13 - _•if 4 4401 Old Brownsville Rd 4401 Old Brownsville Rd 4401 Old Brownsville Rd 4404 Old Brownsville Rd 4401 Old Brownsville Rd 4401 Old Brownsville Rd 4401 Old Brownsville Rd 4401 Old Brownsville Rd l 'd' C • ..c t 5 ,.- sl �Ei Yi GD ply to Q/ r O N t::3 Oy O O (p 1` G]CA L 1- ai 6 ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A TEN (10) YEAR LEASE WITH FORESIGHT CORPUS CHRISTI GOLF, L.L.C. WITH OPTIONS TO RENEW AN ADDITIONAL TEN (10) YEAR TERM, AND THEN AN ADDITIONAL FIVE (6) YEAR TERM, FOR THE USE OF GABE LOZANO SR. GOLF COURSE, OSO BEACH GOLF COURSE, AND ASSOCIATED EQUIPMENT, FOR ANNUAL RENTAL PAYMENTS OF ONE - HALF OF NET CASH FLOW FROM OPERATIONS; PROVIDING FOR SEVERANCE; AND PROVIDING FOR PUBLICATION. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager, or his designee, is authorized to execute a ten (10) year lease with Foresight Corpus Christi Golf, L.L.C. with options to renew for an additional ten (10) year term, and then an additional five (5) year term, for the use of Gabe Lozano, Sr. Golf Course, Oso Beach Golf Course, and associated equipment, in consideration of annual rental payments of one -half of net cash flow from operations. A copy of the contract shall be filed with the City Secretary. SECTION 2. If, for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of the City Council that every section, paragraph, subdivision, phrase, word and provision hereof shall be given full force and effect for its purpose. SECTION 3. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. This contract takes effect on the 61st day following City Council approval. H:1LEG- DIR \Lisa12010 Ordinance110 year golf course leasev2.doc —200— That the foregoing ord'n ce was rea for the first time and passed to its second reading on this the day of p�c , 2010, by the following vote: A .► Joe Adame Priscilla G. Leal Chris N. Adler John E. Marez Brent Chesney Nelda Martinez Larry Elizondo, Sr. Mark Scott Kevin Kieschnick That the foregoing ordinance was read for the second time and passed finally on this the day of , 2010, by the following vote: Joe Adame Priscilla G. Leal Chris N. Adler John E. Marez Brent Chesney Nelda Martinez Larry Elizondo, Sr. Mark Scott Kevin Kieschnick PASSED AND APPROVED, this the day of , 2010. ATTEST: Armando Chapa City Secretary APPROVED as to form: By: Lisa Aguil ssistant City Attorney for the City Attorney Joe Adame Mayor 14 NO ATTACHMENT FOR THIS ITEM 15 NO ATTACHMENT FOR THIS ITEM 16 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: October 26.2010 AGENDA ITEM: Resolution relating to establishing the City's intention to reimburse itself in an amount not to exceed $75,000,000 for the prior lawful expenditure of funds from the proceeds of tax- exempt or taxable obligations to be issued by the City for authorized purposes relating to constructing improvements to the City's Combined Utility System; authorizing matters incident and related thereto; and providing an effective date. ISSUE: The City of Corpus Christi intends to issue City of Corpus Christi, Texas Utility Revenue Improvement Bonds during the second half of Fiscal Year 2010 -2011. Included in these Bonds will be funding for capital expenditures related to the acquisition, construction, equipping, or furnishing of any project or facility related to the City's Combined Utility System. In order to adhere to the time schedules to insure timely completion of these projects, the City must move forward with contracts prior to the completion of the final closing on the Bonds. These amounts will not exceed $75,000,000. For the City to be eligible for reimbursement of any expenditures incurred prior to the bond sale, the City must declare its intent to reimburse itself for payments made prior to the bonds being sold. This action must meet specific U. S. Treasury Regulations and requires approval by the City Council. REQUIRED COUNCIL ACTION: City Council approval of the reimbursement resolution in order to proceed with the projects as scheduled. FUTURE COUNCIL ACTION: Spring/Summer 2011 — Ordinance authorizing the issuance and sale of City of Corpus Christi, Texas Utility System Revenue Bonds, Series 2011. CONCLUSION AND RECOMMENDATION: Staff recommends City Council approval of the Resolution as presented. Constance P. Sanchez Interim Director of Financial Services phone: 826 -3227 Attachment: e-mail: constancep @cctexas.com Resolution —213— RESOLUTION NO. A RESOLUTION RELATING TO ESTABLISHING THE CITY'S INTENTION TO REIMBURSE ITSELF IN AN AMOUNT NOT TO EXCEED $75,000,000 FOR THE PRIOR LAWFUL EXPENDITURE OF FUNDS FROM THE PROCEEDS OF TAX - EXEMPT OR TAXABLE OBLIGATIONS TO BE ISSUED BY THE CITY FOR AUTHORIZED PURPOSES RELATING TO CONSTRUCTING IMPROVEMENTS TO THE CITY'S COMBINED UTILITY SYSTEM; AUTHORIZING MATTERS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the Governing Body) of the City of Corpus Christi, Texas (the Issuer) has entered into or will enter into various contracts pertaining to the expenditure of lawfully available funds of the Issuer to finance the costs associated with (i) constructing, improving, enlarging, repairing, and extending the City's combined utility system (the System) and the purchase of equipment, supplies, machinery, and other personal property relating to the System (the Construction Costs), (ii) the payment of various engineering costs, including design testing, design engineering, and construction inspection related to the Construction Costs (the Engineering Costs), (iii) the payment of various architectural costs, including preparation of plans and specifications and various other plans and drawings related to the Construction Costs (the Architectural Costs), and (iv) the payment of various administrative costs, including the fees of bond counsel, financial advisor, project manager, other professionals, and bond printer (the Administrative Costs) [the Construction Costs, the Engineering Costs, the Architectural Costs, and the Administrative Costs collectively constitute the costs of the project that is the subject of this Resolution (the Project)]; and WHEREAS, the provisions of Section 1201.042, as amended, Texas Government Code provide that the proceeds from the sale of obligations issued to finance the acquisition, construction, equipping, or furnishing of any project or facilities, such as the Project, may be used to reimburse the Issuer, for costs attributable to such project or facilities paid or incurred before the date of issuance of such obligations; and WHEREAS, the United States Department of Treasury (the Department) released Regulation Section 1.150 -2 (the Regulations) which establishes when the proceeds of obligations are spent and therefore are no longer subject to various federal income tax restrictions contained in the Internal Revenue Code of 1986, as amended (the Code); and WHEREAS, the Issuer intends to reimburse itself, within eighteen months from the later of the date of expenditure or the date the property financed is placed in service (but in no event more than three years after the original expenditures are paid), for the prior lawful capital expenditure of funds from the proceeds of one or more series of obligations (the Obligations) that the Issuer currently contemplates issuing in an amount not to exceed $75,000,000 to finance a portion of the costs of the Project; and 90216198.2 —214— WHEREAS, under the Regulations, to fund such reimbursement with proceeds of the Obligations, the Issuer must declare its expectation ultimately to make such reimbursement before making the expenditures; and WHEREAS, the Issuer hereby finds and determines that the reimbursement for the prior expenditure of funds of the Issuer is not inconsistent with the Issuer's budgetary and financial circumstances; and WHEREAS, the Governing Body hereby finds and determines that the adoption of this Resolution is in the best interests of the citizens of the Issuer; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1: This Resolution is a declaration of intent to establish the Issuer's reasonable, official intent under section 1.150 -2 of the Regulations to reimburse itself from certain of the proceeds of the Obligations for any capital expenditures previously incurred (not more than 60 days prior to the date hereof) or to be incurred with respect to the Project from the Issuer's General Fund or other lawfully available funds of the Issuer. SECTION 2: The Issuer intends to issue the Obligations and allocate within 30 days after the date of issuance of the Obligations the proceeds therefrom to reimburse the Issuer for prior lawful expenditures with respect to the Project in a manner to comply with the Regulations. SECTION 3: The reimbursed expenditure will be a type properly chargeable to a capital account (or would be so chargeable with a proper election) under general federal income tax principles. SECTION 4: The Issuer intends to otherwise comply, in addition to those matters addressed within this Resolution, with all the requirements contained in the Regulations. SECTION 5: This Resolution may be relied upon by the appropriate officials at the Office of the Attorney General for the State of Texas and establishes compliance by the Issuer with the requirements of Texas law and the Regulations. SECTION 6: With respect to the proceeds of the Obligations allocated to reimburse the Issuer for prior expenditures, the Issuer shall not employ an abusive device under Treasury Regulation Section 1.148 -10, including using within one year of the reimbursement allocation, the funds corresponding to the proceeds of the Obligations in a manner that results in the creation of "replacement proceeds," as defined in Treasury Regulation Section 1.148 -1, of the Obligations or another issue of tax - exempt obligations. SECTION 7: The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Governing Body. SECTION 8: All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such 902161 98.2 -2- -215— conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 9: This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 10: If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Governing Body hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 11: It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION I2: This Resolution shall be in force and effect from and after its final passage, and it is so resolved. 90216198.2 [The remainder of this page intentionally left blank] PASSED, ADOPTED AND APPROVED on this the 26th day of October, 2010. ATTEST: Armando Chapa City Secretary (CITY SEAL) Approved this 14th day of October, 2010 By: (e-,r, Lisa Aguilar, A for City Attorney tant City Attorney CITY OF CORPUS CHRISTI Joe Adame Mayor Corpus Christi, Texas of , 2010 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla G. Leal John E. Marez Nelda Martinez Mark Scott THE STATE OF TEXAS )( COUNTY OF NUECES ){ I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of a Resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 26th day of October, 2010, relating to establishing the City's intention to reimburse itself in an amount not to exceed $75,000,000 for improvements to the City's combined utility system, which Resolution is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 26th day of October, 2010. City Secretary (CITY SEAL) 90216198.2 17 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: October 26, 2010 AGENDA ITEM: A. Ordinance rescinding, canceling, and terminating an ordinance previously adopted on June 22, 2010 by the City Council authorizing the issuance of "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2010 ", providing an effective date and declaring an emergency. B. Motion authorizing the appointment of M. E. Allison as Financial Advisor; Frost Bank as Senior Manager; and Coastal Securities, Inc., Hutchinson, Shockey, Erley & Company, Sterne Agee, and Stifel Nicolaus & Co., Inc. as Co- Managers for the City of Corpus Christi, Texas Utility Revenue Refunding Bonds, Series 2010. C. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2010" in an amount not to exceed $112,800,000; making provisions for the payment and security thereof on a parity with certain currently outstanding obligations; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds; including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a Paying Agent/Registrar Agreement, an Escrow and Trust Agreement, and a Purchase Contract; complying with the requirements imposed by the Letter of Representations previously executed with the Depository Trust Company; delegating the authority to the Mayor and certain members of the City Staff to execute certain documents relating to the sale of the Bonds; and providing an effective date. ISSUE: On June 22, 2010, the City Council approved an ordinance authorizing the issuance of Utility System Revenue Refunding Bonds, Series 2010A in an amount not to exceed $12,500,000. Since that time, both the municipal bond market and Treasury market have moved in the City's favor - making our Utility System bonds more marketable. Because of this change in market conditions since June 22, 2010, City staff, upon advisement from Bond Counsel, is recommending action to rescind the original ordinance approved on June 22, 2010 (Part A of this agenda item). We are now recommending approval of an ordinance authorizing the issuance of Utility System Revenue Refunding Bonds in an amount not to exceed $112,800,000 (Part C of this agenda item). This amount includes the entire portfolio of City of Corpus Christi Utility System Bonds that could possibly be refunded. In all likelihood, a substantially lower amount will be refunded, but this maximum amount is being requested so that the City can act expeditiously if the market permits. We are also recommending that the original financing team approved on May 22, 2010 for the Utility System Revenue Improvement Bonds, Series 2010A be re- appointed since the intent was to use the same financing team for both transactions. (Part B of this agenda item.) The team includes: M. E. Allison & Co., Inc. as Financial Advisor; Frost Bank as Senior Manager; and Coastal Securities, Inc., Hutchinson, Shockey, Erley & Company, Sterne Agee, and Stifel Nicolaus & Co., Inc. as Co- Managers. At the present time, there is an opportunity to refund 5 series of bonds (1999, 1999A, 2000A, 2002, and 2004 Utility System Revenue Improvement Bonds). The net present value savings equates to approximately 4.0% or approximately $2,800,000 on $70,595,000 of outstanding bonds. This amount will fluctuate based on the conditions in the market at time of pricing. PREVIOUS COUNCIL ACTION: June 22, 2010 - City Council approved an ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2010" in an amount not to exceed $12,500,000; May 18, 2010 - Motion authorizing the appointment of M. E. Allison & Co., Inc. as Financial Advisor; Frost Bank as Senior Manager; and Coastal Securities, Inc., Hutchinson, Shockey, Erley & Company, Sterne Agee, and Stifel Nicolaus & Co., Inc. as Co- Managers for the City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010A. CONCLUSION AND RECOMMENDATION: City Staff recommends that the City Council approves the recommended ordinances and motion for the sale of said Bonds. Attachments: Background Information Exhibit A — Parameter Ordinance Exhibit B — Financial Advisor Fee Schedule Exhibit C — Bond Counsel Fee Schedule —224— L--.. ,P.. Constance P. Sanchez Interim Director of Financial Services phone: 826 -3227 email: constancep @cctexas.com BACKGROUND INFORMATION With favorable municipal bond market conditions currently existing, there is an opportunity for the City to refund its Utility System Revenue Improvement Bonds in an amount not to exceed $112,800,000. Initially on June 22, 2010, the City Council City Council approved an ordinance authorizing the issuance of Utility System Revenue Refunding Bonds, Series 2010A in an amount not to exceed $12,500,000. However since that time, both the municipal bond market and Treasury market have moved in the City's favor for issuing bonds. The actions taken as a result of this agenda item would give the City the flexibility to refund any of the Utility System Revenue Improvement Bonds that are viable at the day of pricing. The refunding bonds will be sold as traditional tax - exempt bonds since Build America Bonds cannot be used to refinance existing debt. Because of the ever - changing conditions in the municipal bond market, our financial advisor has recommended that the City Council delegate to the Mayor, City Manager, and Interim Assistant City Manager for Administrative Services (the "Delegated Officials ") the authority to effect the sale of the Bonds subject to the following parameters: (1) the principal amount of each series of Bonds may not exceed $112,800,000; (2) the refunding will result in a net present value savings of at least 3.00 %, and (3) none of the Bonds shall bear interest at a rate greater than 7% per year. The City's bond counsel has confirmed that the City can delegate the sale of the Bonds and Refunding Bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. (See Exhibit A.) Additionally, City staff is recommending that the original financing team approved on May 22, 2010 for the Utility System Revenue Improvement Bonds, Series 2010A be re- appointed since the intent at that time was to use the same financing team for both transactions. The team being recommended includes M. E. Allison & Co., Inc. as Financial Advisor; Frost Bank as Senior Manager; and Coastal Securities, Inc., Hutchinson, Shockey, Erley & Company, Sterne Agee, and Stifel Nicolaus & Co., Inc. as Co- Managers. Fulbright & Jaworski L.L.P. will serve as the third part of our financing team as bond counsel since they are currently under contract with the City to serve as the City of Corpus Christi's bond counsel. See Exhibits B and C for the Financial Advisor's and Bond Counsel's fee schedules. ORDINANCE NO. DRAFT 10/8/2010 AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM REVENUE REFUNDING BONDS, SERIES 2010" IN AN AMOUNT NOT TO EXCEED $112,800,000; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF ON A PARITY WITH CERTAIN CURRENTLY OUTSTANDING OBLIGATIONS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT, AN ESCROW AND TRUST AGREEMENT, AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO THE MAYOR AND CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Corpus Christi, Texas (the "City" or the "Issuer "), a "home - rule" city operating under a home -rule charter adopted pursuant to Section 5 of Article XI of the Texas Constitution, with a population according to the latest federal decennial census of in excess of 50,000, has heretofore issued its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 1990" (the "Series 1990 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Bonds, Series 1994" (the "Series 1994 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Bonds, Series 1994 -A" (the "Series 1994 -A Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Bonds, Series 1995" (the "Series 1995 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Bonds, Series 1995 -A" (the "Series 1995 -A Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 1999" (the "Series 1999 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 1999 -A" (the "Series 1999 -A Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2000" (the "Series 2000 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2000 -A" (the "Series 2000 -A Bonds "), its "City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2002" (the "Series 2002 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2003" (the "Series 2003 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2004" (the "Series 2004 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005" (the "Series 2005 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005A" (the "Series 2005A Bonds "); its "City of Corpus Christi, Texas Utility System 90092441.4 -226- EXHIBIT A Page 1 of 65 Revenue Refunding and Improvement Bonds, Series 2006" (the "Series 2006 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2009" (the "Series 2009 Bonds "); it's "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010" (the "Series 2010 Bonds "); its "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010A" (the "Series 2010A Bonds "); and its "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Taxable Series 2010B (Direct Subsidy - Build America Bonds)" (the "Series 2010 Taxable Bonds "); and WHEREAS, the Series 1990 Bonds, the Series 1994 Bonds, the Series 1994-A Bonds, the Series 1995 Bonds, the Series 1995 -A Bonds, and the Series 2000 Bonds are no longer Outstanding (as hereinafter defined); and WHEREAS, the Series 1999 Bonds, the Series 1999 -A Bonds, the Series 2000 -A Bonds, the Series 2002 Bonds, the Series 2003 Bonds, the Series 2004 Bonds, the Series 2005 Bonds, the Series 2005A Bonds, the Series 2006 Bonds, the Series 2009 Bonds, the Series 2010 Bonds, the Series 2010A Bonds, and the Series 2010 Taxable Bonds are sometimes collectively referred to herein as the "Previously Issued Priority Bonds "; and WHEREAS, the City has established an interim financing program pursuant to which the City has authorized the issuance of commercial paper notes designated "City of Corpus Christi, Texas Utility System Commercial Paper Notes, Series B ", to be issued from time to time in an aggregate principal amount not to exceed $75,000,000 at any one time Outstanding (the "Series B Commercial Paper Notes "), under which there currently exists no Outstanding obligations; and WHEREAS, in the ordinance authorizing the issuance of the Series 1990 Bonds (the "Base Ordinance "), the City reserved the right to issue revenue bonds on a parity with the Series 1990 Bonds; and has heretofore issued, sold, and delivered, and there are currently outstanding obligations in the aggregate principal amount of at least $ , being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance (the Refunded Obligations); and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code, as amended (the Act), the City Council is authorized to issue revenue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with the Act, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, the Act require that the deposit of the proceeds from the sale of the revenue refunding bonds be deposited directly with any designated escrow agent for the Refunded Obligations that is not the depository bank of the City; and WHEREAS, Wells Fargo Bank, National Association, Austin, Texas, which is not a depository bank of the City, is appointed and will serve as the Paying Agent/Registrar (hereinafter defined) and Escrow Agent (hereinafter defined) for the revenue refunding bonds; and 90092441.4 -2- -227- EXHIBIT A Page 2 of 65 WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) years from the date of the Bonds herein authorized and such refunding will result in a net present value saving of approximately $ to the City and a gross savings of $ , including the cash contribution of $ WHEREAS, the revenue refunding bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including the Act, and the terms of the Base Ordinance and this Ordinance (as hereinafter defined), for the purposes set forth in this Ordinance; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1: Bonds Authorized. In order to provide funds for the purposes of (i) the discharge and final payment of the Refunded Obligations and (ii) paying the costs of issuance relating thereto, the City Council (the "Governing Body") of the City, acting pursuant to the laws of the State of Texas, particularly the Act, has determined that there shall be issued and there is hereby ordered to be issued a series of revenue refunding bonds to be designated "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2010 ", in the principal sum of AND NO /100 DOLLARS ($ ) (the "Bonds "). As authorized by the Act, the Mayor of the City, the City Manager of the City, and the Interim Assistant City Manager for Administrative Services (each of the foregoing, individually, an Authorized Representative) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Bonds authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Bonds, the redemption provisions therefor, the rate of interest to be borne on the principal amount of each such maturity, and the identification of an underwriter or underwriting syndicate for the Bonds. Each Authorized Representative, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule L The Bonds shall be issued in the principal amount not to exceed $112,800,000; the maximum maturity of the Bonds will be July 15, 2025, the refunding will result in a net present value savings of at least 3.00 %, and the net effective per annum interest rate shall not exceed a rate greater than 7.00% per annum calculated in a manner consistent with the provisions of Chapter 1204, as amended, Texas Government Code. Lastly, each Authorized Representative is authorized to select the bond insurer andlor debt service reserve fund surety provider, if any, with respect to the Bonds. If the Authorized Representative chooses to purchase a debt service reserve surety policy or similar credit facility relating to the Bonds, then the Authorized Representative shall be permitted to execute an insurance or similar reimbursement agreement in substantially the form attached hereto as Exhibit H (which form is hereby approved) in connection with such purchase. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. 9009244L4 -3- —228— EXHIBIT A Page 3 of 65 SECTION 2: Dated Date, Denomination, and Stated Maturities; Redemption Option. The Bonds shall be issued as fully registered obligations, without coupons, totaling $ in aggregate principal amount and be dated October 15, 2010. A. Denominations, and Stated Maturities. The Bonds shall be issued in denominations of Five Thousand Dollars ($5,000) or any integral multiple (within a stated maturity) thereof (each, an "Authorized Denomination "), shall be lettered "R" and numbered consecutively from One (1) upward. The Bonds herein authorized to be issued shall bear interest on the unpaid principal amounts from the Dated Date or from the most recent interest payment date to which interest has been duly paid or provided and principal shall become due and payable on July 15 in each of the years and in amounts in accordance with the following schedule. Said interest shall be payable to the registered owner of any such Bond in the manner provided and on the dates stated in the FORM OF BOND attached to this Ordinance as Exhibit A. Stated Maturities Principal Amounts ($) interest Rates ( %) 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 B. Redemption Provisions. (1) Optional Redemption. The City reserves the right to redeem the Bonds stated to mature on and after July 15, 20_, in whole or in part, on July 15, 20_, or on any date thereafter, in such order of stated maturity as the City shall determine and by lot or other customary method within a stated maturity at the redemption price of par plus accrued interest to the date of redemption. (2) Notice of Redemption. At least thirty (30) days prior to the date any such Bonds are to be redeemed, a notice of redemption, authorized by appropriate resolution passed by the Governing Body, shall be given in the manner set forth below. A written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books (as hereinafter defined) kept by the Paying Agent/Registrar. By the date fixed for any such redemption, due provision shall be made 90092441.4 -4- -229— EXIBBIT A Page 4 of 65 by the City with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for such payment is made, all as provided above, the Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, shall not bear interest after the date fixed for their redemption, and shall not be regarded as being Outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Bonds or any portion thereof. If a portion of any Bonds shall be redeemed, a substitute Bond or Bonds having the same stated maturity date, bearing interest at the same interest rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in this Ordinance. SECTION 3: Interest. The Bonds shall bear interest on the unpaid principal amount thereof at the per annum rates shown above in Section 2, computed on the basis of a 360 -day year of twelve 30-day months, and interest thereon shall be payable semiannually on January 15 and July 15 of each year (each an "Interest Payment Date "), commencing January 15, 2011, while the Bonds are Outstanding. Interest on each Bond issued and delivered to a Holder shall accrue from the latest Interest Payment Date that interest on such Bond (or the Bond which it substitutes) has been paid that precedes the registration date appearing on such Bond in the "Registration Certificate of Paying Agent/Registrar" (Section C of Exhibit A hereto), unless the registration date appearing thereon is an Interest Payment Date for which interest is being paid, in which case interest on such Bond shall accrue from the registration date appearing thereon and provided further that with respect to the initial payment of interest on a Bond, such interest shall accrue from the Dated Date. SECTION 4: Characteristics of the Bonds. A. Registration, Transfer, Conversion and Exchange: Authentication; Initial Bond. The City shall keep or cause to be kept at the designated trust office in Austin, Texas (the "Designated Trust Office ") of Wells Fargo Bank, National Association (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books "), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided. The execution of a "Paying Agent/Registrar Agreement ", in substantially the form attached to this Ordinance as Exhibit B, is hereby authorized. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which 90092441.4 -5- -230— EXHIBIT A Page 5 of 65 payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and unless otherwise required by law, shall not permit their inspection by any other entity. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Each Bond may be exchanged for fully registered bonds in the manner set forth herein. Each Bond issued and delivered pursuant to this Ordinance, to the extent of the unredeemed principal amount thereof, may, upon surrender thereof at the Designated Trust Office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed in the FORM OF BOND, in any Authorized Denomination (subject to the requirement hereinafter stated that each substitute bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unredeemed principal amount of any Bond or Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be. If a portion of any Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in any Authorized Denomination at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender of such partially redeemed Bond for cancellation. If any Bond or portion thereof is assigned and transferred, each Bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is being exchanged. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. The Paying Agent/Registrar shall exchange or replace Bonds as provided herein, and each fully registered substitute Bond or Bonds delivered in exchange for or replacement of any Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Bonds for all purposes of this Ordinance, and may again be exchanged or replaced. It is specifically provided, however, that any Bond delivered in exchange for or replacement of another Bond prior to the first scheduled Interest Payment Date on the Bonds shall be dated the same date as such Bond, but each substitute Bond so delivered on or after such first scheduled Interest Payment Date shall be dated as of the Interest Payment Date preceding the date on which such substitute Bond is delivered, unless such substitute Bond is delivered on an Interest Payment Date, in which case it shall be dated as of such date of delivery; provided further, however, that if at the time of delivery of any substitute Bond the interest on the Bond for which it is being exchanged has not been paid, then such substitute Bond shall be dated as of the date to which such interest has been paid in full. On each substitute Bond issued in exchange for or replacement of any Bond or Bonds issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's 90092441.4 -6- —231— EXHIBIT A Page 6 of 65 Authentication Certificate, in the form set forth in the FORM OF BOND (the "Authentication Certificate "). An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Authentication Certificate, and no such Bond shall be deemed to be issued or Outstanding unless the Authentication Certificate is so ex- ecuted. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the Governing Body or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1206, as amended, Texas Government Code, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Authentication Certificate, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General (as hereinafter defined), and registered by the Comptroller of Public Accounts (as hereinafter defined). The Bonds shall be issued initially either (i) as a fully registered Bond in the total aggregate principal amount of $ with principal installments to become due and payable as provided in Subsection 2.A, and numbered T -1, or (ii) as one (1) fully registered Bond for each year of stated maturity in the applicable principal amount, interest rate, and denomination and to be numbered consecutively from T -1 and upward (the "Initial Bonds ") and, in either case, the Initial Bonds shall be registered in the name of the Purchaser or its designee. The Initial Bonds shall, be the Bonds submitted to the Attorney General for approval and certified and registered by the Comptroller of Public Accounts. At any time after the delivery of the Initial Bonds to the Purchaser, the Paying Agent/Registrar, upon written instructions from the Purchaser, or its designee, shall cancel the Initial Bonds and exchange therefor definitive Bonds of authorized denominations, stated maturities, principal amounts, and bearing applicable interest rates for transfer and delivery to the registered owners named and at the addresses identified therefor, all in accordance with and pursuant to such written instructions from the Purchaser, or its designee, and such other information and documentation as the Paying Agent/Registrar may reasonably require. B. Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of, premium, if any, and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds. C. In General.. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on which shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM 9009244 L4 -7- —232— EXHIBIT A Page 7 of 65 OF BOND. The Initial Bonds are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the Authentication Certificate. D. Substitute Paving Agent/Registrar. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds are paid, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution, or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent/Registrar. Upon any change (which shall be at the sole discretion of the City) in the Paying Agent/Registrar for the Bonds, the City agrees to promptly cause a written notice thereof to be sent to each registered owner of the Bonds by United States mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. In addition, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the City. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. E. Book Entry Only System. The Bonds issued in exchange for the Initial Bonds shall be initially issued in the form of a separate single fully registered Bond for each Stated Maturity of the Bonds. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( "DTC "), and except as provided in Subsection F hereof, all of the Outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created ( "DTC Participant ") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of Bonds, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a registered owner of Bonds, as shown in the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the registered owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the 90092441.4 -8- -233- EDIT A Page 8 of 65 Issuer's obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record Date (as defined in the FORM OF BOND), the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. F. Successor Securities Depository. hi the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the representation letter of the Issuer to DTC in the form attached hereto as Exhibit G and made a part hereof for all purposes (the "Representation Letter ") or that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but maybe registered in the name of the successor securities depository, or its nominee, or in whatever name or names registered owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. G. DTC Letter of Representations. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 5: Form of Bonds. The form of all Bonds, including the form of the Authentication Certificate, the form of Assignment, and the form of the Comptroller's Registration Certificate (to be attached only to the Initial Bonds) shall be, respectively, substantially in the form attached hereto as Exhibit A, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. SECTION 6: Definitions. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise require, the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 21 and 30 of this Ordinance have the meanings assigned to them in such respective Sections. A. The term "Account" shall mean any account created, established and maintained under the terms of any ordinance authorizing the issuance of Priority Bonds. 90092441.4 -9- -234- EXHIBIT A Page 9 of 65 B. The term "Accountant" shall mean a nationally recognized independent certified public accountant, or an independent firm of certified public accountants. C. The term "Additional Priority Bonds" shall mean the additional revenue bonds which the City reserves the right to issue in the future on a parity with the Previously Issued Priority Bonds and the Bonds, as provided in the Base Ordinance and this Ordinance. D. The term "Amortization Installment" shall mean the amount of money which is required to be deposited into the Mandatory Redemption Account for retirement of Term Bonds (whether at maturity or by mandatory redemption and including redemption premium, if any). E. The term "Attorney General" shall mean the Office of the Attorney General of the State of Texas. F. The term "Authorized Denomination" shall have the meaning given such term in Section 2 of this Ordinance. G. The term "Average Annual Principal and Interest Requirements" shall mean that amount equal to the average annual principal and interest requirements (including Amortization Installments) of all Priority Bonds Outstanding. With respect to Additional Priority Bonds that bear interest at a rate which is not established at the time of issuance at a single numerical rate for each maturity of such series, Average Annual Principal and Interest Requirements shall be calculated by (i) assuming that the interest rate for every 12 -month period on such bonds is equal to 9.20% or (ii) using the highest numerical rate borne over the preceding 24 month period by such bonds, whichever is greater; provided, however, that if such bonds have not borne interest at a variable rate for such 24 month period, such rate shall be assumed to be 9.20% until such time as bonds have been Outstanding for a 24 month period. In making such determinations, it shall be assumed that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds. H. The term "Base Ordinance" shall mean the ordinance authorizing the issuance of the Series 1990 Bonds. I. The term "Bonds" shall have the meaning given such term in Section 1 of this Ordinance. J. The term "Capital Additions" shall mean a reservoir or other water storage facilities, a wastewater treatment plant or an interest therein, a gas distribution system or an interest therein and associated transmission facilities with respect to each and any combination thereof, which shall become a part of the System. K. The term "Capital Improvements" shall mean any capital extensions, improvements and betterments to the System other than Capital Additions. L. The term "Capitalized Interest Account" shall mean the Account by that name which may be created within the Debt Service Fund. 90092441.4 -10- -235- EXIT A Page 10 of 65 M. The terms "City" and "Issuer" shall have the meaning given such terms in the preamble of this Ordinance. N. The term "Closing Date" shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchaser. O. The term "Comptroller of Public Accounts" shall mean the Office of the Comptroller of Public Accounts of the State of Texas. P. The term "Credit Facility" shall mean a policy of municipal bond insurance, a debt service reserve fund policy or surety bond or a letter or line of credit issued by a Credit Facility Provider in support of any Priority Bonds or Subordinated Obligations. Q. The term "Credit Facility Provider" shall mean (i) with respect to any Credit Facility consisting of a policy of municipal bond insurance or a surety bond, an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations such as the Priority Bonds, provided that a Rating Agency having an outstanding rating on the Priority Bonds would rate the Priority Bonds fully insured by a standard policy issued by the issuer in its highest generic rating category for such obligations; and (ii) with respect to any Credit Facility consisting of a letter or line of credit, any financial institution, provided that a Rating Agency having an outstanding rating on the Priority Bonds would rate the Priority Bonds in its two highest generic rating categories for such obligations if the letter or line of credit proposed to be issued by such financial institution secured the timely payment of the entire principal amount of the series of Priority Bonds and the interest thereon. R. The term "Debt Service Fund" shall have the meaning given such term in Section 9 of this Ordinance. S. The term "DTC" shall have the meaning given such term in Section 4 to this Ordinance. T. The term "Eligible Investments" shall mean those investments in which the City is authorized by law, including, but not limited to, the Public Funds Investment Act of 1987 (Chapter 2256, as amended, Texas Government Code), to purchase, sell and invest its funds and funds under its control, and with respect to the investment of proceeds of any Priority Bonds, guaranteed investment contracts fully collateralized by Government Obligations. U. The term "Engineer of Record" shall mean the independent engineer or firm at the time employed by the City to perform and carry out the duties imposed on such engineer or firm by this Ordinance and having a favorable reputation nationally for skill and experience in the engineering of water, sanitary sewer and/or gas systems of comparable size and character as those forming parts of the System. V. The term "Fund" shall mean any fund created, established and maintained under the terms of any ordinance authorizing the issuance of Priority Bonds. W. The term "Government Obligations" shall mean (i) with respect to any Previously Issued Priority Bonds (except the Series 2009 Bonds, the Series 2010 Bonds, the Series 2010A 9009244 L4 —236— EXHIBIT A Page 11 of 65 Bonds, and the Series 2010 Taxable Bonds), direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America and (ii) with respect to the Series 2009 Bonds, the Series 2010 Bonds, the Series 2010A Bonds, the Series 2010 Taxable Bonds, the Bonds, and any Additional Priority Bonds hereafter issued by the City (1) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America, or (2) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, or (3) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; provided, however, that in the event the term "Government Obligations" shall be used in such a manner other than with respect to the defeasance of Priority Bonds pursuant to Section 17 of this Ordinance, its meaning shall be consistent with that specified in clause (i) above until such time as there are no longer Outstanding any Previously Issued Priority Bonds (except the Series 2009 Bonds, the Series 2010 Bonds, the Series 2010A Bonds, and the Series 2010 Taxable Bonds, which are excluded from the definition of Previously Issued Priority Bonds for purposes of this clause) and, thereafter, it shall have the meaning ascribed thereto in clause (ii). X. The term "Gross Revenues" shall mean all revenues, income, and receipts derived or received by the City from the operation and ownership of the System, including the interest income from the investment or deposit of money in any Fund created or confirmed by this Ordinance or maintained by the City in connection with the System, other than those amounts subject to payment to the United States of America as rebate pursuant to section 148 of the Code. Y. The term "Mandatory Redemption Account" shall mean the Account by that name within the Debt Service Fund and established, if at all, by an ordinance authorizing the issuance of Priority Bonds. Z. The terms "Net Revenues of the System" and "Net Revenues" shall mean all Gross Revenues less Operating Expenses. AA. The term "Operating Expenses" shall mean the expenses of operation and maintenance of the System, including all salaries, labor, materials, repairs, and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City, reasonably and fairly exercised by the passage of appropriate ordinances, are necessary to render adequate service, or such as might be necessary to meet some physical accident or condition which would otherwise impair any Priority Bonds. Operating Expenses shall include the purchase of water, sewer and gas services as received from other entities and the expenses related thereto, and, to the extent permitted by law, Operating Expenses may include payments made on or in respect of obtaining and maintaining any Credit Facility. 90092441.4 -12- - -237 -- EDIT A Page 12 of 65 Depreciation, and payments from the System Fund to other funds established in this Ordinance, shall never be considered as expenses of operation and maintenance. BB. The term "Outstanding" shall mean, as of the date of determination, all Priority Bonds theretofore issued and delivered except: (1) those Priority Bonds theretofore canceled by the respective paying agents for such Priority Bonds or delivered to such paying agents for cancellation; (2) those Priority Bonds for which payment has been duly provided by the City by the irrevocable deposit with the respective paying agents for such Priority Bonds of money in the amount necessary to fully pay principal of, premium, if any, and interest thereon to maturity or redemption, if any, as the case may be, provided that, if such Priority Bonds are to be redeemed, notice of redemption thereof shall have been duly given pursuant to the ordinance authorizing the issuance of such Priority Bonds, irrevocably provided to be given to the satisfaction of such paying agents, or waived; (3) those Priority Bonds that have been mutilated, destroyed, lost, or stolen and for which replacement bonds have been registered and delivered in lieu thereof; and (4) those Priority Bonds for which the payment of principal thereof, premium, if any, and interest thereon to Stated Maturity re redemption has been duly provided for by the City by the deposit in trust of money or Government Obligations, or both. CC. The term "Paying Agent/Registrar" shall mean the financial institution specified in Section 4.A of this Ordinance, or its herein - permitted successors and assigns. DD. The term "Pledged Revenues" shall mean (1) the Net Revenues, plus (2) any additional revenues, income, receipts, or other resources, including, without limitation, any grants, donations, or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged to the payment of the Priority Bonds. EE.The term "Previously Issued Priority Bonds" shall have the meaning given said term in the preamble to this Ordinance. FF. The term "Priority Bonds" shall mean the Previously Issued Priority Bonds, the Bonds, and any Additional Priority Bonds. GG. The term "Prudent Utility Practice" shall mean any of the practices, methods and acts, in the exercise of reasonable judgment, in the light of the facts, including but not limited to the practices, methods and acts engaged in or approved by a significant portion of the public utility industry prior thereto, known at the time the decision was made, would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, 90092441,4 -13- -238- EXIT A Page 13 of 65 safety and expedition. It is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice, method or act at the exclusion of all others, but rather is a spectrum of possible practices, methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. In the case of any facility included in the System which is owned in common with one or more other entities, the term "Prudent Utility Practice ", as applied to such facility, shall have the meaning set forth in the agreement governing the operation of such facility. HH. The term "Purchaser" shall have the meaning given such term in Section 25 of this Ordinance. II. The term "Rating Agency" shall mean any nationally recognized securities rating agency which has assigned a rating to the Priority Bonds. JJ. The term "Required Amount" shall have the meaning given such term in Section 10 of this Ordinance. ICIC. The term "Reserve Fund" shall have the meaning given such term in Section 10 of this Ordinance. LL.The term "Reserve Fund Obligations" shall mean cash, Eligible Investments, any Credit Facility, or any combination of the foregoing. MM. The term "Series 1990 Bonds" shall mean the $64,660,000 City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 1990, authorized by the ordinance adopted by the City on November 15, 1990; the term "Series 1999 Bonds" shall mean the $47,740,000 City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds Series 1999, authorized by the ordinance adopted by the City on May 11, 1999; the term "Series 1999 -A Bonds" shall mean the $15,750,000 City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 1999 -A, authorized by the ordinance adopted by the City on April 20, 1999; the term "Series 2000 -A Bonds" shall mean the $42,520,000 City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2000 -A, authorized by the ordinance adopted by the City on September 19, 2000; the term "Series 2002 Bonds" shall mean the $92,330,000 City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2002, authorized by the ordinance adopted by the City on August 20, 2002; the term "Series 2003 Bonds" shall mean the $28,870,000 City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2003, authorized by the ordinance adopted by the City on March 25, 2003; the term "Series 2004 Bonds" shall mean the $50,000,000 City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2004, authorized by the ordinance adopted by the City on July 13, 2004; the term "Series 2005 Bonds" shall mean the $70,390,000 City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005, authorized by the ordinance adopted by the City on December 21, 2004; the term "Series 2005A Bonds" shall mean the $68,325,000 City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005A, authorized by the ordinance adopted by the City on August 30, 2005; the term "Series 2006 Bonds" shall mean the $84,415,000 City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2006, authorized by the ordinance adopted by the City on September 90092441.4 -14- —239— EXHIBIT A Page 144)1'65 26, 2006; the term "Series 2009 Bonds" shall mean the $96,490,000 City of Corpus Christ, Texas Utility System Revenue Improvement Bonds, Series 2009, authorized by the ordinance adopted by the City on February 24, 2009, the term "Series 2010 Bonds" shall mean the $8,000,000 City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010, authorized by the ordinance adopted by the City on March 9, 2010, the term "Series 2010A Bonds" shall mean the $14,375,000 City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010A authorized by the ordinance adopted by the City on June 22, 2010, and the term "Series 2010 Taxable Bonds" shall mean the $60,625,000 City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Taxable Series 2010 (Direct Subsidy - Build America Bonds)" authorized by the ordinance adopted by the City on June 22, 2010. NN. The term "Subordinated Obligations" shall mean any bonds, notes, or other obligations issued pursuant to law payable in whole or in part from the Pledged Revenues but subordinate to the Priority Bonds, which includes the Series B Commercial Paper Notes. 00. The term "System" shall mean and include, for so long as the Previously Issued Priority Bonds (except for the Series 2010 Bonds, Series 2010A Bonds, and Series 2010 Taxable Bonds, which are excluded from such definition for this purpose) remain Outstanding or until consents from the Holders thereof permitting an amendment to the applicable authorizing ordinances providing for an earlier date of effectiveness are secured, the City's existing combined waterworks system, wastewater disposal system and gas system, together with all future extensions, improvements, enlargements, and additions thereto, including, to the extent permitted by law, storm sewer and drainage within the waterworks system, and all replacements thereof; thereafter, the term "System" shall mean and include the City's existing combined waterworks system, wastewater disposal system and gas system, together with all future extensions, improvements, enlargements, and additions thereto, including, to the extent permitted by law (and to be added at the sole discretion of the City), storm sewer and drainage within the waterworks system, solid waste disposal system, additional utility (including electricity), telecommunications, technology, and any other similar enterprise services, and all replacements, additions, and improvements to any of the foregoing, within or without the City limits; provided that, notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the term System shall not include any waterworks, wastewater or gas facilities which are declared by the City not to be a part of the System and which are hereafter acquired or constructed by the City with the proceeds from the issuance of "Special Facilities Bonds ", which are hereby defined as being special revenue obligations of the City which are not secured by or payable from the Pledged Revenues, but which are secured by and payable solely from special contract revenues, or payments received from the City or any other legal entity, or any combination thereof, in connection with such facilities; and such revenues or payments shall not be considered as or constitute Gross Revenues of the System, unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance of such "Special Facilities Bonds ". PP. The term "System Fund" shall have the meaning given such term in Section 8 of this Ordinance 90092441.4 -15- —240— EXHIBIT A Page 15 of 65 QQ. The term "Term Bonds" shall have the meaning given such term in Section 2 of this Ordinance. RR. The term "Value of Investment Securities" and words of like import shall mean the amortized value thereof; provided, however, that all United States of America, United States Treasury Obligations - -State and Local Government Series shall be valued at par and those obligations which are redeemable at the option of the holder shall be valued at the price at which such obligations are then redeemable. The computations made under this paragraph shall include accrued interest on the investment securities paid as a part of the purchase price thereof and not collected. For the purposes of this definition, "amortized value ", when used with respect to a security purchased at par, means the purchase price of such security. SS. The term "Year" shall mean the regular fiscal year used by the City in connection with the operation of the System, which may be any twelve consecutive months period established by the City, currently being the period of time beginning on August 1 and ending on July 31. SECTION 7: Pledge. A. Pledged Revenues. The Priority Bonds are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues including such revenues within the System Fund and the Funds hereinafter created in this Ordinance; and the Pledged Revenues are further pledged to the establishment and maintenance of the Debt Service Fund and the Reserve Fund as hereinafter provided. The Priority Bonds are and will be secured by and payable only from the Pledged Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties, whether real, personal, or mixed, constituting the System. B. Security Interest. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Bonds and the pledge of the Pledged Revenues granted by the City under Subsection A of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds are Outstanding and unpaid such that the pledge of the Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, as amended, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, as amended, Texas Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. SECTION 8: System Fund. There has heretofore been created and established and there shall be maintained on the books of the City, and accounted for separate and apart from all other funds of the City, a special fund entitled the "City of Corpus Christi Utility System Fund" (the "System Fund "). All Gross Revenues shall be credited to the System Fund immediately upon receipt. All Operating Expenses shall be paid from such Gross Revenues credited to the System Fund as a first charge against same. 90092441.4 -16- —241— EXHIBIT A Page 16 of 65 SECTION 9: Debt Service Fund. A. Debt Service Fund Established. For the sole purpose of paying the principal amount of, premium, if any, Amortization Installments, if any, and interest on all Priority Bonds, there has heretofore been created and established and there shall be maintained on the books of the City a separate fund entitled the "City of Corpus Christi Utility System Revenue Bonds Debt Service Fund" (the "Debt Service Fund "). Money in the Debt Service Fund shall be deposited and maintained in an official depository bank of the City. B. Capitalized Interest Account. Within the Debt Service Fund there may hereafter be established a Capitalized Interest Account. The proceeds of Priority Bonds representing capitalized interest may be deposited into the Capitalized Interest Account. On or before the clay next preceding any interest payment date of Priority Bonds or other obligations for which any interest has been capitalized, the City shall use the money in the Capitalized Interest Account to pay such interest on such Priority Bonds or other obligations to the extent of the amounts therein representing such capitalized interest. C. Mandatory Redemption Account. Within the Debt Service Fund there has heretofore been established the Mandatory Redemption Account. Amortization installments shall be deposited to the credit of the Mandatory Redemption Account and be used to retire the principal amount of Term Bonds in the manner described in any ordinance, including this Ordinance, authorizing the issuance of Term Bonds. D. Surplus Proceeds. Effective at such time as the Previously Issued Priority Bonds are no longer Outstanding, the City may transfer excess amounts held in the Debt Service Fund to any fund or funds established for the payment of or security for the Priority Bonds (including any escrow established for the final payment of any such obligations pursuant to Chapter 1207, as amended, Texas Government Code) or use such excess amount for any lawful purpose now or hereafter provided by law; provided, however, to the extent that such excess amount represents bond proceeds, then such amount must remain in the Debt Service Fund. SECTION 10: Reserve Fund. A. Reserve Fund Established. There has heretofore been created and established and there shall be maintained on the books of the City a separate fund entitled the "City of Corpus Christi Utility System Revenue Bonds Reserve Fund" (the "Reserve Fund "). There shall be deposited into the Reserve Fund any Reserve Fund Obligations so designated by the City. Reserve Fund Obligations in the Reserve Fund shall be deposited and maintained in an official depository bank of the City. Reserve Fund Obligations in the Reserve Fund shall be used solely for the purpose of retiring the last of any Priority Bonds as they become due or paying principal of and interest on any Priority Bonds when and to the extent the amounts in the Debt Service Fund are insufficient for such purpose. The Reserve Fund shall be maintained in an amount equal to the Average Annual Principal and Interest Requirements of the Outstanding Priority Bonds after giving consideration as an offset to debt service the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Priority Bonds irrevocably designated as refundable tax credit bonds (the "Required Amount "). The City may, at its option, 90092441.4 -17- —242— EXHIBIT A Page 17 of 65 withdraw and transfer to the System Fund, all surplus in the Reserve Fund over the Required Amount. B. Credit Facility. The City may replace or substitute a Credit Facility for cash or Eligible Investments on deposit in the Reserve Fund or in substitution for or replacement of any existing Credit Facility. Upon such replacement or substitution, cash or Eligible Investments on deposit in the Reserve Fund which, taken together with the face amount of any existing Credit Facilities, are in excess of the Required Amount may be withdrawn by the City, at its option, and transferred to the System Fund; provided, however, that the face amount of any Credit Facility may be reduced at the option of the City in lieu of such transfer. C. Withdrawals. If the City is required to make a withdrawal from the Reserve Fund for any of the purposes described in this Section, the City shall promptly notify any applicable Credit Facility Provider of the necessity for a withdrawal from the Reserve Fund for any such purposes, and shall make such withdrawal FIRST from available money or Eligible Investments then on deposit in the Reserve Fund, and NEXT from a drawing under any Credit Facility to the extent of such deficiency. D. Deficiencies. In the event of a deficiency in the Reserve Fund, or in the event that on the date of termination or expiration of any Credit Facility there is not on deposit in the Reserve Fund sufficient Reserve Fund Obligations, all in an aggregate amount at least equal to the Required Amount, then the City shall satisfy the Required Amount by depositing Reserve Fund Obligations into the Reserve Fund in monthly installments of not less than 1/60 of the Required Amount made on or before the 10th day of each month following such termination or expiration. E. Redemption; Defeasance. In the event of the redemption or defeasance of any Priority Bonds, any Reserve Fund Obligations on deposit in the Reserve Fund in excess of the Required Amount may be withdrawn and transferred, at the option of the City, to the System Fund, as a result of (i) the redemption of any Priority Bonds, or (ii) funds for the payment of any Priority Bonds having been deposited irrevocably with the paying agent or place of payment therefor in the manner described in any ordinance authorizing the issuance of Priority Bonds, the result of such deposit being that such Priority Bonds no longer are deemed to be Outstanding under the terms of any such ordinance. F. Reimbursement of Credit Facility Provider. In the event there is a draw upon a Credit Facility, the City shall reimburse the Credit Facility Provider for such draw, in accordance with the terms of any agreement pursuant to which the Credit Facility is issued, from Pledged Revenues; provided, however, such reimbursement from Pledged Revenues shall be subordinate and junior in right of payment to the payment of principal of and premium, if any, and interest on the Priority Bonds. G. Additional Priority Bonds. Upon the issuance of Additional Priority Bonds the money in the Reserve Fund shall be increased to the newly- established Required Amount in accordance with the provisions of Section 18.B of this Ordinance. SECTION 11: Subordinated Obligations Funds and Accounts. The City hereafter may create, establish and maintain on the books of the City separate funds and accounts from which 90092441.4 -18- —243— EXHIBIT A Page 18 of 65 money can be withdrawn to pay the principal of and interest on Subordinated Obligations which hereafter may be issued. SECTION 12: Investments. Money in any Fund established pursuant to this Ordinance may, at the option of the City, be placed or invested in EIigible Investments. Money in the Reserve Fund shall not be invested in securities with an average aggregate weighted maturity of greater than seven years. If money in a Fund herein established are permitted to be invested, the value of any such Fund shall be established by adding the money therein to the Value of Investment Securities. The value of each such Fund shall be established annually during the last month of each Year, and in addition thereto and with respect to the Reserve Fund, value shall be established within thirty days prior to the issuance of Priority Bonds and at the time or times withdrawals are made therefrom. Such investments shall be sold promptly when necessary to prevent any default in connection with the Priority Bonds. Earnings derived from the investment of money on deposit in the various Funds and Accounts created hereunder shall be credited to the Fund or Account from which money used to acquire such investment shall have come. SECTION 13: Funds Secured. Money in the System Fund and all Funds created by this Ordinance, to the extent not invested, shall be secured in the manner prescribed by law for securing funds of the City. SECTION 14: Flow of Funds. All money in the System Fund not required for paying Operating Expenses during each month shall be applied by the City, on or before the 10th day of the following month, commencing during the months and in the order of priority with respect to the Funds and Accounts that such applications are hereinafter set forth in this Section. A. Debt Service Fund. To the credit of the Debt Service Fund, in the following order of priority, to -wit: (1) such amounts, deposited in approximately equal monthly installments, commencing during the month in which the Priority Bonds are delivered, or the month thereafter if delivery is made after the 10th day thereof as will be sufficient, together with other amounts, if any, in the Debt Service Fund available for such purpose (including specifically money on deposit in the Capitalized Interest Account, if any, dedicated thereto), to pay the interest scheduled to come due on Priority Bonds on the next succeeding interest payment date; (2) such amounts, deposited in approximately equal monthly installments, commencing during the month which shall be the later to occur of (i) the twelfth month before the first maturity date of Priority Bonds or (ii) the month in which Priority Bonds are delivered, or the month thereafter if delivery is made after the 10th day thereof, as will be sufficient, together with other amounts, if any, in the Debt Service Fund available for such purpose, to pay the principal scheduled to mature on Priority Bonds on the next succeeding principal payment date; and (3) Amortization Installments, in such amounts and on such dates as set forth in any ordinance authorizing a series of Priority Bonds which contain Term Bonds within 90042441.4 -19- -244- EXIT A Page 19 of 65 such series, to pay scheduled principal amounts of Priority Bonds which constitute Term Bonds to be redeemed in accordance with the terms of said ordinance. B. Reserve Fund. To the credit of the Reserve Fund, such amounts, deposited in approximately equal monthly installments, commencing during the month in which the Priority Bonds are delivered, or the month thereafter if delivery is made after the 10th day thereof, equal to not less than 1/60 of the Required Amount, until such time as such amounts together with other amounts, if any, in the Reserve Fund, equal the Required Amount. When and so long as the Reserve Fund Obligations in the Reserve Fund are not less than the Required Amount, no deposits need be made to the credit of the Reserve Fund. When and if the Reserve Fund at any time contains less than the Required Amount due to any cause or condition other than the issuance of Additional Priority Bonds then, subject and subordinate to making the required deposits to the credit of the Debt Service Fund, commencing with the month during which such deficiency occurs, such deficiency shall be made up from the next available Pledged Revenues or from any other sources available for such purpose. Reimbursements to a Credit Facility Provider made in accordance with the terms of Subsection 10.F of this Ordinance shall constitute the making up of a deficiency to the extent that such reimbursements result in the reinstatement, in whole or in part, as the case may be, of the amount of the Credit Facility. If the Reserve Fund contains less than the Required Amount due to the issuance of Additional Priority Bonds, deposits shall be made to the Reserve Fund commencing during the month and in the amounts required by Subsection 18.B of this Ordinance, unless a Credit Facility is deposited in the Reserve Fund in an amount necessary to cause the sum of money and the value of Investment Securities and any other Credit Facilities in the Reserve Fund to equal the Required Amount. C. Surplus. The balance of any money remaining in the System Fund following such transfers may be used by the City for payment of other obligations of the System, including, but not limited to, Subordinated Obligations, and for any other lawful purpose; provided, however, that transfers made for purposes other than for payment of obligations of the System shall be made only at the end of the Year. SECTION 15: Deficiencies. If on any occasion there shall not be sufficient Pledged Revenues to make the deposits and other applications of money required by Section 14 with respect to the various Funds as provided therein, any such deficiencies shall be made up (in the order that each such Fund is provided for in Section 14) as soon as possible from the next available Pledged Revenues, or from any other sources available for such purpose. The foregoing notwithstanding, however, if any deficiency in the Reserve Fund occurs as a result of withdrawals therefrom or decreases in the market value of Eligible Investments on deposit therein, such deficiency will be made up from the next available Pledged Revenues within twelve months from the date of such deficiency is determined, with such deposits to the Reserve Fund to be made in not more than twelve substantially equal monthly payments. SECTION 16: Payment of Bonds. On or before the first scheduled Interest Payment Date, and on or before each interest payment date and principal payment date thereafter while any of the Priority Bonds are Outstanding and unpaid, the City shall make available to the paying agent therefor, out of the Debt Service Fund (and the other Funds, if necessary, in the order of priority set forth herein) money sufficient to pay such interest on and such principal amount of the Priority Bonds, as shall become due and mature on such dates, respectively, at maturity or by 90092441.4 _20_ —245— EXIBBrT A Page 20 of 65 redemption prior to maturity. The Paying Agent/Registrar, or the bond registrar for each series of Priority Bonds shall destroy all paid Priority Bonds, as applicable, and furnish the City with an appropriate certificate of cancellation or destruction. SECTION 17: Final Deposits; Government Obligations. A. Defeasance. Any Priority Bond shall be deemed to be paid, retired and no longer Outstanding within the meaning of this Ordinance when payment of the principal amount of, redemption premium, if any, on such Priority Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made in accordance with the terms thereof or (ii) shall have been provided for by irrevocably depositing with, or making available to, a paying agent (or escrow agent) therefor, in trust and irrevocably set aside exclusively for such payment, in accordance with the terms and conditions of an agreement between the City and said paying agent (or escrow agent), (1) money sufficient to make such payment or (2) Government Obligations, certified by an independent public accounting firm of national reputation, to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation, and expenses of such paying agent pertaining to the Priority Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for (and irrevocable instructions shall have been given by the City to the paying agent of such bonds to give notice of such redemption in the manner required by the ordinance or ordinances authorizing the issuance of such bonds) to the satisfaction of such paying agent. Such paying agent shall give notice to each registered owner of any Priority Bond that such deposit as described above has been made, in the same manner as described in Section 2.B of this Ordinance. In addition, in connection with a defeasance, such paying agent shall give notice of redemption, if necessary, to the registered owners of any Priority Bonds in the manner described in such Priority Bonds and as directed in the redemption instructions delivered by the City to such paying agent. At such time as a Priority Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefit of this Ordinance or a lien on and pledge of the Pledged Revenues, and shall be entitled to payment solely from such money or Government Obligations. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. B. Government Obligations. Any money so deposited with a paying agent (or escrow agent) may, at the direction of the City, also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from all Government Obligations 90092441.4 -21- —246— EXHIBIT A Page 21 of 65 in the hands of the paying agent (or escrow agent) pursuant to this Section which is not required for the payment of the principal of such Priority Bonds, the redemption premium, if any, therefor, and interest thereon, with respect to which such money has been so deposited, shall be remitted to the City for deposit into the System Fund. C. Payment of Priority Bonds. Except as provided in Subsection B of this Section, all money or Government Obligations set aside and held in trust pursuant to the provisions of this Section for the payment of the principal of such Priority Bonds, the redemption premium, if any, therefor, and interest thereon, shall be applied solely to and used solely for the payment of such Priority Bonds, such redemption premium, if any, and interest thereon. SECTION 18: Issuance of Additional Priority Bonds. A. Reservation of Right to Issue Additional Priority Bonds. Subject to the provisions hereinafter appearing as conditions precedent which must first be satisfied, the City reserves the right to issue, from time to time as needed, Additional Priority Bonds for any lawful purpose relating to the System. Such Additional Priority Bonds may be issued in such form and manner as now or hereafter authorized by the laws of the State of Texas for the issuance of evidences of indebtedness or other instruments, and should new methods or financing techniques be developed that differ from those now available and in normal use, the City reserves the right to employ the same in its financing arrangements provided only that the same conditions precedent herein required for the authorization and issuance of Additional Priority Bonds are satisfied. B. Debt Service Fund and Reserve Fund: Funding Reserve Fund. The Debt Service Fund and the Reserve Fund confirmed by this Ordinance shall secure and be used to pay all Additional Priority Bonds hereafter issued. Upon the issuance and delivery of Additional Priority Bonds, the additional amount required to be deposited in the Reserve Fund shall be so accumulated by the deposit in the Reserve Fund of all or any part of said required additional amount in cash immediately after the delivery of such Additional Priority Bonds, or, at the option of the City, (i) by the deposit of said required additional amount (or any balance of said required additional amount not deposited in cash as permitted above) in approximately equal monthly installments, made on or before the 10th day of each month following the delivery of such Additional Priority Bonds, of not less than 1160th of said required additional amount (or 1160th of the balance of said required additional amount not deposited in cash as permitted above) or (ii) by the deposit of a Credit Facility which, in whole or in combination with deposits described in clause (i) above, is sufficient to satisfy the required additional amount to be on deposit in the Reserve Fund. C. Calculations. All calculations of Average Annual Principal and Interest Requirements made pursuant to this Section shall be made as of and from the date of the Additional Priority Bonds then proposed to be issued. SECTION 19: Further Requirements for Additional Priority Bonds. A. Conditions Precedent for Issuance of Additional Priority Bonds - General. As a condition precedent to the issuance of any Additional Priority Bonds, the City Manager (or other officer of the City then having the responsibility for the financial affairs of the City) shall have 90092441.4 -22- —247— EXHIBIT A Page 22 of 65 executed a certificate stating (i) that the City is not then in default as to any covenant, obligation or agreement contained in any ordinance or other proceeding relating to any obligations of the City payable from and secured by a lien on and pledge of the Pledged Revenues and (ii) that the amounts on deposit in all Funds or Accounts created and established for the payment and security of all Outstanding obligations payable from and secured by a lien on and pledge of the Pledged Revenues are the amounts then required to be deposited therein. Such certificate shall be dated on or before the date of delivery of such Additional Priority Bonds, but such certificate shall not be dated prior to the date an ordinance is passed authorizing the issuance of such Additional Priority Bonds. B. Conditions Precedent for Issuance of Additional Priority Bonds - Capital Improvements and for any other Lawful Purpose except for Capital Additions or for Refunding. The City covenants and agrees that Additional Priority Bonds will not be issued for the purpose of financing Capital Improvements, or for any other lawful purpose (except for Capital Additions or for refunding, which are to be issued in accordance with the provisions of Subsection C, D or E of this Section) unless and until the conditions precedent in Subsection A above have been satisfied and, in addition thereto, the City has secured a certificate or opinion of the Accountant to the effect that, according to the books and records of the City, the Net Earnings (as hereinafter defined) for the preceding Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Priority Bonds is adopted are at least equal to 1.25 times the Average Annual Principal and Interest Requirements for all Outstanding Priority Bonds after giving effect to the Additional Priority Bonds then proposed. The foregoing notwithstanding, the City covenants and agrees that Additional Priority Bonds may not be issued for the purpose of financing Capital Improvements when other Outstanding Priority Bonds which have been issued for the purpose of financing Capital Additions and for which capitalized interest for such other Priority Bonds has been provided for at least the twelve months subsequent to the date of issuance of the Additional Priority Bonds then proposed to be issued, unless the conditions precedent in Subsection A above have been satisfied and, in addition thereto, the City has either (1) complied with the relevant conditions in this Subsection as set forth above, or (2) if the relevant conditions of this Subsection B as set forth above cannot be satisfied, the City has satisfied the conditions precedent in Subsection C(i) and (ii) of this Section (but, for purposes of such clauses, the term Capital Improvements shall be substituted for the term Capital Additions where the term Capital Additions appears therein to the extent necessary to give recognition to the fact that Capital Improvements, rather than Capital Additions, are then to be financed) and has secured a certificate or opinion of the Accountant to the effect that, according to the books and records of the City, the Net Earnings for the preceding Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Priority Bonds is adopted are at least equal to 1.25 times the Average Annual Principal and Interest Requirements for all Outstanding Priority Bonds (other than any Priority Bonds issued for Capital Additions for which capitalized interest has been provided for at least the twelve months subsequent to the date of issuance of the Additional Priority Bonds proposed to be issued) after giving effect to the Priority Bonds then proposed. C. Conditions Precedent for Issuance of Additional Priority Bonds - Capital Additions: Initial Issue. The City covenants and agrees that Additional Priority Bonds will not be issued for the purpose of financing Capital Additions, unless the same conditions precedent specified in Subsection A above have been satisfied and, in addition thereto, either the relevant conditions 90092441.4 -23- —248— EXHIBIT A Page 23 of 65 precedent specified in Subsection B above are satisfied or, in the alternative, the City shall have obtained: (i) from the Engineer of Record a comprehensive Engineering Report for each Capital Addition to be financed, which report shall (A) contain (1) detailed estimates of the cost of acquiring and constructing the Capital Addition, (2) the estimated date the acquisition and construction of the Capital Addition will be completed and commercially operative, and (3) a detailed analysis of the impact of the Capital Addition on the financial operations of the system for which the Capital Addition is to be integrated and to the System as a whole during the construction thereof and for at least five Years after the date the Capital Addition becomes commercially operative, and (B) conclude that (1) the Capital Addition is necessary and will substantially increase the capacity, or is needed to replace existing facilities, to meet current and projected demands for the service or product to be provided thereby, and (2) the estimated cost of providing the service or product from the Capital Addition will be reasonable in comparison with projected costs for furnishing such service or product from other reasonably available sources; and (ii) a certificate of the Engineer of Record to the effect that, based on the Engineering Report prepared for each Capital Addition, the projected Net Earnings for each of the five Years subsequent to the date the Capital Addition becomes commercially operative (as estimated in the Engineering Report) will be equal to at least 1.25 times the Average Annual Principal and Interest Requirements for Priority Bonds then Outstanding or incurred and all Priority Bonds estimated to be issued, if any, for all Capital Improvements and for all Capital Additions then in progress or then being initiated, during the period from the date the first series of obligations for the Capital Additions is to be delivered through the fifth Year subsequent to the date the Capital Addition is estimated to become commercially operative. D. Completion Issues. Once a Capital Addition has been initiated by meeting the conditions precedent specified in Subsection C(i) and (ii) above and the initial Priority Bonds issued therefor are delivered, the City reserves the right to issue Additional Priority Bonds to finance the remaining costs of such Capital Addition in such amounts as may be necessary to complete the acquisition and construction thereof and make the same commercially operative without satisfaction of any condition precedent under Subsection C(i) and (ii) or Subsection B of this Section but subject to satisfaction of the following conditions precedent: (i) the City makes a forecast (the "Forecast ") of the operations of the System demonstrating the System's ability to pay all obligations, payable from the Pledged Revenues of the System to be Outstanding after the issuance of the Additional Priority Bonds then being issued for the period (the "Forecast Period ") of each ensuing Year through the fifth Year subsequent to the latest estimated date such Capital Addition is expected to be commercially operative; and (ii) the Engineer of Record reviews such Forecast and executes a certificate to the effect that (A) such Forecast is reasonable, and based thereon (and such other factors deemed to be relevant), the Pledged Revenues of the System will be adequate to pay all the obligations, payable from the Pledged Revenues of the System to be Outstanding after the issuance of the Additional Priority Bonds then being issued for the Forecast Period and (B) the proceeds from the sale of such Additional Priority Bonds are estimated to be sufficient to complete such acquisition and construction. E. Refunding Issues. The City reserves the right to issue refunding bonds to refund all or any part of the Outstanding Priority Bonds (pursuant to any law then available), upon such terms and conditions as the governing body of the City may deem to be in the best interest of the City and its inhabitants, and if less than all such Outstanding Priority Bonds are refunded, the conditions precedent prescribed in Subsection A and B of this Section shall be satisfied and the 90092441.4 -24- —249— EXHIBIT A Page 24 of 65 Accountant's certificate or opinion required by Subsection B shall give effect to the issuance of the proposed refunding bonds (and shall not give effect to the Priority Bonds being refunded following their cancellation or provision being made for their payment). In addition, the City reserves the right to refund all or any part of any other obligations of the System, upon such terms and conditions as the Governing Body of the City may deem to be in the best interest of the City and its inhabitants, provided-that the conditions prescribed in Subsection A and B of this Section shall be satisfied. No Accountant's certificate otherwise required by Subsection B will be required for refunding bonds, after giving effect to such proposed refunding, if there is no increase in debt service for any Year in which there will be debt service on Priority Bonds Outstanding both before and after such refunding. F. Computations: Reports. With reference to Priority Bonds anticipated and estimated to be issued or incurred, the Average Annual Principal and Interest Requirements therefor shall be those reasonably estimated and computed by the City's Interim Director of Financial Services (or other officer of the City then having the primary responsibility for the financial affairs of the City) after giving effect to the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Priority Bonds irrevocably designated as refundable tax credit bonds, which payment shall be treated as an offset to regularly scheduled debt service of the series of Priority Bonds to which it relates. In the preparation of the Engineering Report required in Subsection C(i) above, the Engineer of Record may rely on other experts or professionals, including those in the employment of the City, provided such Engineering Report discloses the extent of such reliance and concludes it is reasonable so to rely. In connection with the issuance of Priority Bonds for Capital Additions, the certificate of the City's Interim Director of Financial Services and Engineer of Record, together with the Engineering Report for the initial issue and the Forecast for a subsequent issue, shall be conclusive evidence and the only evidence required to show compliance with the provisions and requirements and this clause of this Section. G. Combination Issues. Priority Bonds for Capital Additions may be combined in a single issue with Priority Bonds for Capital Improvements or for any lawful purpose provided the conditions precedent set forth in Subsection B through E are complied with as the same relate to the appropriate purpose. H. Subordinated Obligations. The City may, at any time and from time to time, for any lawful purpose, issue Subordinated Obligations, the principal of and redemption premium, if any, and interest on which is payable from and secured by a pledge of and lien on the Pledged Revenues junior and subordinate to the lien and pledge created hereby for the security of the Priority Bonds and the payments required to be made hereunder into the Debt Service Fund and the Reserve Fund; provided, however, that any such pledge and lien securing the Subordinated Obligations shall be, and shall be expressed to be, subordinate in all respects to the pledge of and lien on the Pledged Revenues as security for the Priority Bonds; and provided further that any default with respect to the issuance of Subordinated Obligations will not be deemed a default with respect to the Priority Bonds. I. Defmition of Net Earnings. As used in this Section, the term "Net Earnings" shall mean the Gross Revenues of the System after deducting the Operating Expenses of the System, but not expenditures which, under standard accounting practice, should be charged to capital expenditures. 90092441.4 -25- —250— EDIT A Page 25 of 65 J. Determination of Net Earnings. In making a determination of Net Earnings for any of the purposes described in this Section, the Accountant may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at Ieast 60 days prior to the last day of the period for which Net Earnings are determined and, for purposes of satisfying any of the Net Earnings test described above, make a pro forma determination of the Net Earnings of the System for the period of time covered by the Accountant's certification or opinion based on such change in rates and charges being in effect for the entire period covered by the Accountant's certificate or opinion. SECTION 20: General Covenants. The City further covenants and agrees that in accordance with and to the extent required or permitted by law: A. Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance, and each ordinance authorizing the issuance of Additional Priority Bonds; it will promptly pay or cause to be paid the principal amount of and interest on every Priority Bond, on the dates and in the places and manner prescribed in such ordinances and such Priority Bonds; and it will, at the time and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the System Fund and the Funds herein created; and any registered owner of any Priority Bond may require the City, its officials and employees to carry out, respect or enforce the covenants and obligations of this Ordinance, or any ordinance authorizing the issuance of Priority Bonds, by all Iegal and equitable means, including specifically, but without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction, against the City, its officials and employees. B. City's Legal Authority. It is a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to issue the Bonds; that all action on its part for the issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the owners thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. C. Acquisition and Construction; Operation and Maintenance. (1) It shall use its best efforts in accordance with Prudent Utility Practice to acquire and construct, or cause to be acquired and constructed, any Capital Additions or Capital Improvements, in accordance with the plans and specifications therefor, as modified from time to time, with due diligence and in a sound and economical manner; and (2) it shall at all times use its best efforts to operate or cause to be operated. the System properly and in an efficient manner, consistent with Prudent Utility Practice, and shall use its best efforts to maintain, preserve, reconstruct and keep the same or cause the same to be so maintained, preserved, reconstructed and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and shall from time to time make, or use its best efforts to cause to be made, all necessary and proper repairs, replacement and renewals so that at all times the operation of the System may be properly and advantageously conducted. D. Title. It has or will obtain lawful title, whether such title is in fee or lesser interest, to the lands, buildings, structures and facilities constituting the System, that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and facilities, and every part 90092441.4 -26- —251— EXHIBIT A Page 26 of 65 thereof, for the benefit of the owners of the Priority Bonds, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Pledged Revenues to the payment of the Priority Bonds in the manner prescribed herein, and has lawfully exercised such rights. E. Liens. It will from time to time and before the same become delinquent pay and discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed upon it, or the System; it will pay all lawful claims for rents, royalties, labor, materials and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic's, Iaborer's, materialman's or other lien or charge which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired; provided however, that no such tax, assessment or charge, and that no such claims which might be used as the basis of a mechanic's, laborer's, materialman's or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the City. F. No Free Service. No free service or service otherwise than in accordance with the established rate schedule shall be furnished, directly or indirectly, by the System to any person, firm, corporation or other entity, other than the City. No part of the salary of any official or employee of the City or his replacement shall be paid from Pledged Revenues unless and only to the extent the duties and performances of such official or employee or his replacement appertain directly to the System. To the extent the City receives the services of the System, such services shall be accounted for according to the established rate schedule. G. Further Encumbrance. It will not additionally encumber the Pledged Revenues in any manner, except as permitted in this Ordinance in connection with Priority Bonds, unless said encumbrance is made junior and subordinate in all respects to the liens, pledges, covenants and agreements of this Ordinance; but the right of the City to issue Subordinated Obligations payable in whole or in part from a subordinate lien on the Pledged Revenues is specifically recognized and retained. H. Sale, Lease or Disposal of Property. No part of the System shall be sold, leased, mortgaged, demolished, removed or otherwise disposed of, except as follows: (1) To the extent permitted by law, the City may sell or exchange at any time and from time to time any property or facilities constituting part of the System only if (A) it shall determine such property or facilities are not useful in the operation of the System, or (13) the proceeds of such sale are $250,000 or less, or it shall have received a certificate executed by the Engineer of Record and the City Manager stating, in their opinion, that the fair market value of the property or facilities exchanged is $250,000 or less, or (C) if such proceeds or fair market value exceeds $250,000 it shall have received a certificate executed by the Engineer of Record and the City Manager stating (i) that system within the System of which the property or facilities comprises a part thereof and (ii) in their opinion, that the sale or exchange of such property or facilities will not impair the ability of the City to comply during the current or any future Year with the provisions of Subsection K of this Section. The proceeds of any such sale or exchange not used to 40042441.4. -27- -252- EXHIBIT A Page 27 of 65 acquire other property necessary or desirable for the safe or efficient operation of the System shall forthwith, at the option of the City (i) be used to redeem or purchase Priority Bonds, or (ii) otherwise be used to provide for the payment of Priority Bonds. The foregoing notwithstanding, if such property or facilities sold or exchanged constituted property or facilities comprising all or a part of a system within the System, the acquisition, improvement or extension of such system having not been financed by the City in any manner with the proceeds of Priority Bonds, or with the proceeds of obligations which were refunded in whole or in part with the proceeds of Priority Bonds, then the City may utilize the proceeds of such sale or exchange for any lawful purpose; and (2) To the extent permitted by law, the City may lease or make contracts or grant licenses for the operation of, or make arrangements for the use of or grant easements or other rights with respect to, any part of the System, provided that any such lease, contract, license, arrangement, easement or right (A) does not impede the operation by the City of the System and (B) does not in any manner impair or adversely affect the rights or security of the owners of the Priority Bonds under this Ordinance; and provided, further, that if the depreciated cost of the property to be covered by any such lease, contract, license, arrangement, easement or other right is in excess of $500,000, the City shall have received a certificate executed by the Engineer of Record and the City Manager that the action of the City with respect thereto does not result in a breach of the conditions under this clause (2). Any payments received by the City under or in connection with any such lease, contract, license, arrangement, easement or right in respect of the System or any part thereof shall constitute Gross Revenues. I. Books, Records and Accounts. It shall keep proper books, records and accounts separate and apart from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the System and the City shall cause said books and accounts to be audited annually as of the close of each Year by the Accountant. J. Insurance. (1) Except as otherwise permitted in clause (2) below, it shall cause to be insured such parts of the System as would usually be insured by corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by corporations operating like properties, including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City Attorney gives a written opinion to the effect that the City is not liable for claims which would be protected by such insurance. At any time while any contractor engaged in construction work shall be fully responsible therefor, the City shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the bondholders and their representatives at all reasonable times. 90092441.4 -28- -253- ExHB3IT A Page 28 of 65 (2) In lieu of obtaining policies for insurance as provided above, the City may self - insure against risks, accidents, claims or casualties described in clause (1) above. (3) The annual audit hereinafter required shall contain a section commenting on whether or not the City has complied with the requirements of this Section with respect to the maintenance of insurance, and Iisting the areas of insurance for which the City is self-insuring, all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid, K. Rate Covenant. It will fix, establish, maintain and collect such rates, charges and fees for the use and availability of the System at all times as are necessary to produce Gross Revenues and other Pledged Revenues equal to the greater of amounts determined in accordance with clauses (1) or (2) below, to -wit, amounts sufficient: (1) (A) to pay all current Operating Expenses of the System, and (B) to produce Net Revenues for each Year at least equal to 1.25 times the Average Annual Principal and Interest Requirements of all then Outstanding Priority Bonds; or (2) to pay the sum of (A) all current Operating Expenses, (B) the Average Annual Principal and Interest Requirements on the then Outstanding Priority Bonds, (C) deposits to the Reserve Fund required for the Priority Bonds, and (D) amounts required to pay all other obligations of the System reasonably anticipated to be paid from Gross Revenues during the current Year. The calculation of Average Annual Principal and Interest Requirements on all Outstanding Priority Bonds shall be net of (1) capitalized interest for such Priority Bonds only if the money in a Capitalized Interest Account received from proceeds of such Priority Bonds held in cash or are invested in Government Obligations and (2) the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Priority Bonds irrevocably designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of the series of Priority Bonds to which it relates.. The foregoing notwithstanding, such rates, charges and fees shall be fixed, established, maintained and collected at a level sufficient to enable the City to pay debt service on Priority Bonds during the current Year. L. Audits. After the close of each Year while any Priority Bonds are Outstanding, an audit will be made of the books and accounts relating to the System and the Pledged Revenues by the Accountant. As soon as practicable after the close of each such Year, and when said audit has been completed and made available to the City, a copy of such audit for the preceding year shall be mailed to any holder of the then Outstanding Priority Bonds who shall so request in writing. Such annual audit reports shall be open to the inspection of the registered owners of the Priority Bonds and their agents and representatives at all reasonable times. M. Governmental Agencies. It will comply with all of the terms and conditions of any and all franchises, permits and authorizations applicable to or necessary with respect to the System, and which have been obtained from any governmental agency; and the City has or will obtain and keep in full force and effect all franchises, permits, authorization and other requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation and maintenance of the System. N. No Competition. To the extent it legally may, it will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be used as 90092441.4 -29- -254- EXHIBIT A Page 29 of 65 a substitute for the System's facilities, and, to the extent that it legally may, the City will prohibit any such competing facilities. O. Rights of Inspection. The Engineer of Record or any registered owner of $100,000 in aggregate principal amount of the Priority Bonds then Outstanding shall have the right at all reasonable times to inspect the System and all records, accounts and data of the City relating thereto, and upon request the City shall furnish to the Engineer of Record or such registered owner, as the case may be, such financial statements, reports and other information relating to the City and the System as the Engineer of Record or such registered owner may from time to time reasonably request. SECTION 21: Covenants Regarding Tax - Exemption. A. Definitions. When used in this Section, the following terms have the following meanings: "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in section 1.148 -1(b) of the Regulations. "Gross Proceeds" means any proceeds as defined in section 1.148 -1(b) of the Regulations, and any replacement proceeds as defined in section 1.148 -1(c) of the Regulations, of the Bonds. "Investment" has the meaning set forth in section 1.148 -1(b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. "Rebate Amount" has the meaning set forth in section 1.148 -1(b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of 1) any Investment has the meaning set forth in section 1.148 -5 of the Regulations; and 2) the Bonds has the meaning set forth in section 1.148 -4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction 90092441.4 -30- -255- EXHIBIT A Page 30 of 65 or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the "gross income ", as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last stated maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements such as take, take or pay, certain requirements and other similar output contracts or arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or Iocal government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (3) not allow any "nonqualified amount" (as defined in section 141(b)(8) of the Code) of the Bonds to exceed the excess of (i) $15,000,000 over (ii) the aggregate nonqualified amounts with respect to all prior tax - exempt bonds, five percent or more of the proceeds of which are or will be used with respect to any facility financed by the Bonds (or any other facility which is part of the same project as a facility financed by the), all within the meaning of section 141(b)(4) of the Code; and (4) not allow more than the Iesser of (i) $5,000,000 or (ii) five percent of the proceeds of the Bonds to acquire nongovernmental output property, as defined in section 141(d)(2) of the Code, except if 95 percent or more of the output from such facility will be consumed in a "qualified service area" (as defined in section 141(d)(3 of the Code) of the City or in a "qualified annexed area" (as defined in section 141(d)(3) of the Code) of the City. D. No Private Loan. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and 90092441.4 -3 1- —256— EXHIBIT A Page 31 of 65 rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent that it will not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final stated maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(0 of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchaser and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross 90092441.4 -32- -257- EXHIBIT A Page 32 of 65 income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Debt Service Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, any Rebate Amount in the manner and on or before the dates specified in section 148(f) of the Code and the Regulation and rulings thereunder. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038 -T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under section 1 :148 3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the stated maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) The City reasonably expects to spend at least 85% of the spendable proceeds of the Bonds within three years after the issue of such Bonds. (2) Not more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Temporary Periods. The City will or will not waive temporary periods with respect to the Bonds as provided in the City's Tax Exemption Certificate. L. Current Refunding of the Refunded Obligations. The Bonds are issued, in part, to refund certain of the Refunded Obligations, and the Bonds will be issued, and the proceeds thereof used,_within 90 days after the Closing Date for the redemption of the Refunded Obligations. In the issuance of the Bonds, the City has employed no "device" to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. The City has complied with the covenants, representations, and warranties contained in the documents executed in connection with the issuance of the Refunded Obligations. 90092441.4 -33- -258- EXIT A Page 33 of 65 M. Qualified Advance Refunding. The Bonds are issued, in part, to refund certain of the Refunded Obligations, and the Bonds will be issued more than 90 days before the redemption of the Refunded Obligations. The City represents as follows: (1) The Bonds are the "first advance refunding" of any original bonds issued after 1985 and are the "first or second advance refunding" of any original bonds issued before 1986, both within the meaning of section 149(d)(3) of the Code. (2) The Refunded Obligations are being called for redemption, and will be redeemed: (i) in the case of Refunded Obligations issued after 1985, not later than the earliest date on which such bonds may be redeemed and on which the City will realize present value debt service savings (determined without regard to administrative expenses) in connection with the issuance of the Bonds; and (ii) in the case of Refunded Obligations issued before 1986, not later than the earliest date on which such issue may be redeemed at par or at a premium of 3 percent or less and on which the City will realize present value debt service savings (determined without regard to administrative expenses) in connection with the issuance of the Bonds. (3) The initial temporary period under section 148(c) of the Code will end: (i) with respect to the proceeds of the Bonds used to refund the Refunded Obligations not later than 30 days after the date of issue of such Bonds; and (ii) with respect to proceeds of the Refunded Obligations on the Closing Date if not ended prior thereto. (4) On and after the date of issue of the Bonds, no proceeds of the Refunded Obligations will be invested in Nonpurpose Investments having a Yield in excess of the Yield on such Refunded Obligations. (5) The Bonds are being issued for the purposes stated in the preamble of this Order. There is a present value savings associated with the refunding. In the issuance of the Bonds the City has: (i) neither issued more bonds, nor issued bonds earlier, and will not allow bonds to remain outstanding longer, than reasonably necessary to accomplish the governmental purposes for which the Bonds were issued; (ii) not employed an "abusive arbitrage device" within the meaning of Section 1.148 -10(a) of the Regulations; and (iii) not employed a "device" to obtain a material financial advantage based on arbitrage, within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. N. EIections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City Manager, Interim Assistant Manager for Administrative Services, any Assistant City Manager, and the City's Interim Director of Financial Services, either or any combination of the foregoing, to make such elections in the Certificate as to Tax Exemption or similar or other appropriate certificate, form, or document permitted or required pursuant to the provisions of the Code, or Regulations as they deem necessary or appropriate in connection with the Bonds, and other transactions related to any Priority Bonds. Such elections shall be deemed to be made on the Closing Date. 90092441.4 -34- --259— EXHIBIT A Page 34 of 65 SECTION 22: Taxable Obligations. The provisions of Section 21 of this Ordinance notwithstanding, the City reserves the ability to issue Additional Priority Bonds in a manner such that such obligations are not obligations described in section 103(a) of the Code or are obligations which constitute "private activity bonds" within the meaning of section 141 of the Code. SECTION 23: Amendment of Ordinance. A. Approval by Registered Owners. The registered owners of a majority in aggregate principal amount of the Priority Bonds then Outstanding shall have the right from time to time to approve any amendment to this Ordinance which may be deemed necessary or desirable by the City; provided, however, that without the consent of the registered owners of all of the Priority Bonds at the time Outstanding, nothing herein contained shall permit or be construed to permit the amendment of the terms and conditions in this Ordinance or in the Priority Bonds so as to: (1) (2) (3) Bonds; make any change in the maturity of any of the Outstanding Priority Bonds; reduce the rate of interest home by any of the Outstanding Priority Bonds; reduce the amount of the principal payable on the Outstanding Priority (4) modify the terms of payment of principal of, premium, if any, or interest on the Outstanding Priority Bonds or impose any conditions with respect to such payment; (5) affect the rights of the registered owners of less than all of the Priority Bonds then Outstanding; (6) amend this Subsection A of this Section; or (7) change the minimum percentage of the principal amount of Priority Bonds necessary for consent to any amendment; unless such amendment or amendments be approved by the registered owners of all of the Priority Bonds then Outstanding. B. Notice. If at any time the City shall desire to amend the Ordinance under this Section, the City shall cause notice of the proposed amendment to be published in a financial newspaper or journal published in The City of New York, New York, and a newspaper of general circulation in the City, once during each calendar week for at least two successive calendar weeks. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the principal office of the Paying Agent/Registrar for inspection by all holders of Priority Bonds. Such publication is not required, however, if notice in writing is given to each registered owner of Priority Bonds. C. Consent Obtained. Whenever at any time not less than 30 days, and within one year, from the date of the first publication of said notice or other service of written notice, the City 90092441.4 -35- —260— EXHIBIT Page 35 of 65 shall receive an instrument or instruments executed by the registered owners of at Ieast a majority in aggregate principal amount of the Priority Bonds then Outstanding, which instrument or instruments shall refer to the proposed amendment described in said notice and which specifically consent to and approve such amendment in substantially the form of the copy thereof on file with the Paying Agent/Registrar, the Governing Body may pass the amendatory ordinance in substantially the same form. D. Amendatory Ordinance. Upon the passage of any amendatory ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be amended in accordance with such amendatory ordinance, and the respective rights, duties and obligations under this Ordinance of the City and all the registered owners of then Outstanding Priority Bonds and all future Priority Bonds shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such amendments. E. Consent Irrevocable for Six Months. Any consent given by the registered owner of a Priority Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the first publication of the notice provided for in this Section, and shall be conclusive and binding upon all future registered owners of the same Priority Bond during such period. Such consent may be revoked at any time after six months from the date of the first publication of such notice by the registered owner who gave such consent, or by a successor in title, by filing notice thereof with the Paying Agent/Registrar and the City, but such revocation shall not be effective if the registered owners of at least a majority in aggregate principal amount of the then Outstanding Priority Bonds as in this Section defined have, prior to the attempted revocation, consented to and approved the amendment. F. Amendments without Consent. The foregoing provisions of this Section notwithstanding, the City, by action of the Governing Body may amend this Ordinance for any one or more of the following purposes: (1) to add to the covenants and agreements of the City in this Ordinance contained, other covenants and agreements thereafter to be observed, grant additional rights or remedies to the registered owners of the Priority Bonds or to surrender, restrict or limit any right or power herein reserved to or conferred upon the City; (2) to make such provisions for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained in this Ordinance, or in regard to clarifying matters or questions arising under this Ordinance, as are necessary or desirable and not contrary to or inconsistent with this Ordinance and which shall not adversely affect the interests of the registered owners of the Priority Bonds then Outstanding; (3) to modify any of the provisions of this Ordinance in any other respect whatever, provided that (i) such modification shall be, and be expressed to be, effective only after all Bonds and each series of Additional Priority Bonds Outstanding at the date of the adoption of such modification shall cease to be Outstanding, and (ii) such modification shall be specifically referred to in the text of all Priority Bonds issued after the date of the adoption of such modification; 90092441,4 -36- —261— EXHIBIT A Page 36 of 65 (4) to make such amendments to this Ordinance as may be required, in the opinion of nationally recognized bond counsel acceptable to the City, to ensure compliance with sections 103 and 141 through 150 of the Code and the regulations promulgated thereunder and applicable thereto; (5) to make such changes, modifications or amendments as may be necessary or desirable in order to allow the owners of the Priority Bonds to thereafter avail themselves of a book -entry system for payments, transfers and other matters relating to the Priority Bonds, which changes, modifications or amendments are not contrary to or inconsistent with other provisions of this Ordinance and which shall not adversely affect the interests of the owners of the Priority Bonds; (6) to make such changes, modifications or amendments as are permitted by Section 32.D of this Ordinance; (7) to make such changes, modifications or amendments as may be necessary or desirable in order to obtain or maintain the granting of a rating on the Priority Bonds by a Rating Agency or to obtain or maintain a Credit Facility, or to obtain the approval of the Bonds from the Attorney General of the State of Texas; and (8) to make such changes, modifications or amendments as may be necessary or desirable, which shall not adversely affect the interests of the owners of the Priority Bonds, in order, to the extent permitted by law, to facilitate the economic and practical utilization of interest rate swap agreements, foreign currency exchange agreements, or similar type of agreements with respect to the Priority Bonds. Notice of any such amendment may be published by the City in the manner described in Subsection B of this Section; provided, however, that the publication of such notice shall not constitute a condition precedent to the adoption of such amendatory ordinance and the failure to publish such notice shall not adversely affect the implementation of such amendment as adopted pursuant to such amendatory ordinance. SECTION 24: Damaged, Mutilated, Lost, Stolen, or Destroyed Bonds. A. Substitute Bonds. In the event any Outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. B. Application for Replacement. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the applicant for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as 90092441.4 -37- -262- EXHIBIT A Page 37 of 65 the case may be. In every case of damage or mutilation of a Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. C. Payment upon Maturity. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. D. Cost of Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. E. Authority for Replacement Bonds. In accordance with Chapter 1206, as amended, Texas Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the Governing Body or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in Subsection 4.A of this Ordinance for Bonds issued in exchange for other Bonds. SECTION 25: Sale of Bonds- Official Statement Approval — Approval of Purchase Contract. The Bonds authorized by this Ordinance are hereby sold by the City to The Frost National Bank, San Antonio, Texas, as the authorized representative of a group of underwriters (the Purchasers, and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract dated , 2010 (the Purchase Contract) attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Bonds shall be registered in the name of The Frost National Bank. Any Authorized Representative is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the Issuer hereby ratifies, confirms, and approves in all respects (i) the Issuer's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the 90092441.4 -38- -263- EXHIBIT A Page 38 of 65 Preliminary Official Statement to reflect the terms of sale (together with such changes approved by an Authorized Representative), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated , 2010, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the Issuer copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. Proceeds from the sale of the Bonds shall, promptly upon receipt by the City, be applied as follows: A. Accrued interest, if any, shall be deposited into the Bond Fund. B. The remaining proceeds from the sale of the Bonds shall be applied, together with other legally available funds of the City, to establish an Escrow Fund to refund the Refunded Obligations, as more fully provided in the Escrow Agreement. Any proceeds of the Bonds remaining after making all such deposits and payments shall be deposited into the Bond Fund. SECTION 26: Escrow Agreement Approval and Execution. The Escrow and Trust Agreement dated as of the date of this Ordinance (the Escrow Agreement) by and between the City and Wells Fargo Bank, National Association, Austin, Texas (the Escrow Agent), attached hereto as Exhibit D and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby approved as to form and content, and such Escrow Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be executed by the Mayor and City Secretary and on behalf of the City and as the act and deed of the City Council; and the Escrow Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Escrow Agreement herein approved. Furthermore, the Mayor, City Secretary, or City Manager, any one or more of said officials, and the Escrow Agent are hereby authorized and directed to make the necessary arrangements for the purchase of the Federal Securities referenced in the Escrow Agreement and the delivery thereof to the Escrow Agent on the Closing Date for deposit to the credit of the Escrow Fund established in the Escrow Agreement, including the execution of subscription forms for the purchase and issuance of the "United States Treasury Securities - State and Local Government Series" for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the Escrow Agreement. SECTION 27: Redemption of Refunded Obligations. The Refunded Obligations described in the preamble hereof will be redeemed or are or will mature on various dates at the price of par, premium, if any, and accrued interest to the redemption date or maturity date. The Mayor shall give written notice to the Escrow Agent that these Refunded Obligations shall he paid at maturity or redemption date, and the City Council ordains that such obligations are to be 90092441.4 -39- —264— EXHIBIT A Page 39 of 65 defeased, and such order to defease the Refunded Obligations on the dates herein specified shall be irrevocable upon the delivery of the Bonds. A copy of the notices of redemption pertaining to these Refunded Obligations are attached to this Ordinance as Exhibit F and are incorporated herein by reference for all purposes. SECTION 28: Approval and Registration of Bonds. The City Manager of the City is hereby authorized to have control of the Bonds and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination and approval by the Attorney General, and their registration by the Comptroller of Public Accounts. Upon registration of the Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act therefor) shall manually sign the Comptroller's Registration Certificate accompanying the Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on each such certificate. SECTION 29: Default And Remedies. A. Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an "Event of Default ": (1) the failure to make payment of the principal of, premium, if any, or interest on any of the Bonds when the same becomes due and payable; or (2) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the registered owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any registered owner to the City. B. Remedies for Default. (1) Upon the happening of any Event of Default, then and in every case, any registered owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the registered owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the registered owners hereunder or any combination of such remedies. (2) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all registered owners of Bonds then Outstanding. 90092441.4 -40- —266— EXHIBIT A Page 40 of 65 C. Remedies Not Exclusive. (1) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (2) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (3) By accepting the delivery of a Bond authorized under this Ordinance, such registered owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the Governing Body. (4) None of the members of the Governing Body, nor any other official or officer, agent, or employee of the City, shall be charged personally by the registered owners with any liability, or be held personally liable to the registered owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. SECTION 30: Further Proceedings. The Mayor, the City Manager, any Assistant City Manager, the City Secretary, and the Interim Director of Financial Services, and all other officers, employees and agents of the City, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance and the Bonds, including, but not limited to, conforming documents to receive the approval of the Attorney General and to receive a rating from any Rating Agency, the printing of a statement relating to the insuring of the Bonds by a municipal bond insurance company, and the Representation Letter. SECTION 31: Bond Insurance and Debt Service Reserve Fund Insurance Policies. An Authorized Representative is authorized, in connection with effecting the sale of the Bonds, to obtain from a municipal bond insurance company so designated in the Approval Certificate a municipal bond insurance policy (as hereinafter defined and described as the "Policy") and a debt service reserve fund (or surety) policy (the "Surety Policy") in support of the Bonds. To that end, should an Authorized Representative exercise such authority and commit the City to obtain either a Policy or a Surety Policy, or both, for so long as either or both policies are in effect, the requirements of the provider(s) relating to the issuance of said policies are incorporated by reference into this Ordinance and made a part hereof for all purposes (and this Ordinance may be modified so that such provisions shall be included herein), notwithstanding any other provision of this Ordinance to the contrary. For purposes of this Ordinance, the 90092441.4 -41- —266— EXHIBIT A Page 41 of 65 Required Amount shall include the debt service on the Bonds as well as the Outstanding Previously Issued Priority Bonds. An Authorized Representative shall have the authority to execute any documents to effect the issuance of said policies by the provider(s) thereof, including, without limitation, any agreement to be delivered in connection with either or both of the Policy and/or the Surety Policy in substantially the form previously approved by the City Council in connection with Previously Issued Priority Bonds, or with respect to a Policy relating to the Bonds, an agreement in substantially the forni attached hereto as Exhibit H. SECTION 32: Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "EMMA" means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emina.rcisrb.org. "MSRB" means the Municipal Securities Rulemaking City. "Rule" means SEC Rule 15c2 12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. B. Annual Reports. The City shall file annually with the MSRB, within six months after the end of each fiscal year ending in or after 2010, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 25 of this Ordinance being the information described in Exhibit E hereto and if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit E hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide unaudited financial statements within such period and audited for the applicable fiscal year to the MSRB, when and if the audit report on such statements becomes available. Under current Texas law, including, but not limited to, Chapter 103, as amended, Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within 180 days after the last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. 90092441.4 -42- -267- EXHIBIT A Page 42 of 65 If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Material Event Notices. The City shall file with the MSRB, in a timely manner, notice of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: (1) Principal and interest payment delinquencies; (2) Non- payment related defaults; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions or events affecting the tax - exempt status of the Bonds; (7) Modifications to rights of holders of the Bonds; (8) Bond calls; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds; and (11) Rating changes. The City shall file with the MSRB, in a timely manner, notice of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section with respect to the City and the Bonds while, but only while, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will provide the notice required by subsection C hereof of any Bond calls and defeasance that cause the City to be no longer such an "obligated person ". 90092441.4 -43- —268— EXHIBIT A Page 43 of 65 The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the financial results, condition, or prospects of the City or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances resulting from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection B of this Section an 90092441.4 -44- -269- EXHIBIT A Page 44 of 65 explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format; Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word - searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of bonds to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the United States Securities and Exchange Commission. SECTION 33: Allocation of, and Limitation on, Expenditures for the Project. The City covenants to account for on its books and records the expenditure of proceeds from the sale of the Bonds and any investment earnings thereon to be used for the project or projects financed with Bond proceeds by allocating proceeds to expenditures within 18 months of the later of the date that (a) the expenditure on such project or projects is made or (b) each such project or projects are completed. The foregoing notwithstanding, the City shall not expend such proceeds or investment earnings more than 60 days after the later of (a) the fifth anniversary of the date of delivery of the Bonds or (b) the date the Bonds are retired, unless the City obtains an opinion of nationally- recognized bond counsel substantially to the effect that such expenditure will not adversely affect the tax- exempt status of the Bonds. For purposes of this Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally- recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. SECTION 34: Miscellaneous Provisions. A. Preamble. The preamble to this Ordinance shall be considered an integral part of this Ordinance, and is herein incorporated as part of the body of this Ordinance for all purposes. B. Immediate Effect. This Ordinance shall be effective immediately from and after its passage in accordance with the provisions of Section 1201.028, as amended, Texas Government Code. C. Oven Meeting. It is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, as amended, Texas Government Code. D. Rules of Construction. The words "herein ", "hereof' and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or 90092441.4 -45- —270— EXHIBIT A Page 45 of 65 other subdivision. Except where the context otherwise requires, terms defined in this Ordinance to impart the singular number shall be considered to include the plural number and vice versa. References to any named person means that party and its successors and assigns. References to any constitutional, statutory or regulatory provision means such provision as it exists on the date this Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof. Any reference to the payment of principal in this Ordinance shall be deemed to include the payment of any mandatory sinking fund redemption payments as may be described herein. References to any officer of the City (e.g., City Manager) means the person currently serving in such capacity on a temporary, interim or permanent basis. Any reference to FORM OF BOND shall refer to the form attached to this Ordinance as Exhibit A. E. Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed and declared to be inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the matters prescribed herein. 90092441.4 -46- --271— EXHIBIT A Page 46 of 65 SIGNED AND SEALED THIS 26th DAY OF OCTOBER, 2010. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 26th DAY OF OCTOBER, 2010: Carlos Valdez, City Attorney SCHEDULE SCHEDULE EXHIBIT A EXHIBIT B - EXHIBIT C EXHIBIT D EXHIBIT E — EXHIBIT F - EXHIBIT G EXHIBIT H - I - Table of Refunded Obligations II — Approval Certificate - Form of Bond Paying Agent/Registrar Agreement — Purchase Contract — Form of Escrow Agreement Forms of Notices of Redemption Description of Annual Financial Information - DTC Letter of Representations Reimbursement Agreement 90092441.4 S -1 —272— EXHIBIT A Page 47 of 65 THE STATE OF TEXAS )( COUNTY OF NUECES )( 1, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 26th day of October, 2010, authorizing the issuance of the City's Utility System Revenue Refunding Bonds, Series 2010 which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 26th day of October, 2010. 90092441.4 City Secretary (CITY SEAL) S -2 -273- EXHIBIT A Page 48 of 65 SCHEDULE I Refunded Obligations 1. City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 1999, dated May 1, 1999, in the original principal amount of $47,740,000, and stated to mature on July 15 in each of the years 2011 and 2012, in the aggregate principal amount of $1,490,000. The redemption date for these Refunded Obligations is , 2010. 2. City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 1999 -A, dated April 15, 1999, in the original principal amount of $15,750,000, and stated to mature on July 15 in each of the years 2011 through 2019, in the aggregate principal amount of $8,560,000. The redemption date for these Refunded Obligations is , 2010. 3. City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2000 -A, dated September 15, 2000, in the original principal amount of $42,520,000, and stated to mature on July 15, 2011 in the aggregate principal amount of $2,060,000. The redemption date for these Refunded Obligations is , 2010. 4. City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2002, dated August 15, 2002, in the original principal amount of $92,330,000, and stated to mature on July 15 in each of the years 2013 through 2015, July 15, 2021, and July 15, 2022, in the aggregate principal amount of $27,620,000. The redemption date for these Refunded Obligations is July 15, 2012. 5. City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2004, dated August 15, 2004, in the original principal amount of $50,000,000, and stated to mature on July 15 in each of the years 2015 through 2024, in the aggregate principal amount of $30,865,000. The redemption date for these Refunded Obligations is July 15, 2014. 6. City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005A, dated October 1, 2005, in the original principal amount of $68,325,000, and stated to mature on July 15 in each of the years 2016 through 2025, in the aggregate principal amount of $42,205,000. The redemption date for these Refunded Obligations is July 15, 2015. 90092441.4 I -1 —274— EXHIBIT A Page 49 of 65 90092441.4 SCHEDULE II Approval Certificate See Tab No. —275— EXHIBIT A A. FORM OF DEFINITIVE BOND. REGISTERED NO. REGISTERED PRINCIPAL AMOUNT United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM REVENUE REFUNDING BOND SERIES 2010 Bond Date: Interest Rate: Stated Maturity: October 15, 2010 REGISTERED OWNER: PRINCIPAL AMOUNT: CUSIP No.: The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Dated Date or from the most recent interest payment date to which interest has been paid or duly provided for until such Principal Amount has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on January 15 and July 15 of each year commencing January 15, 2011. The principal of and interest on this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at the designated trust office in Austin, Texas (the "Designated Trust Office ") of Wells Fargo Bank, National Association, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond Ordinance ") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first -class postage prepaid, on each such interest payment date, to the registered owner hereof, at its address as it appeared on the last business day of the 90092441.4 A -1 -276- EXHIBIT A Page 51 of 65 month next preceding each such date (the "Record Date ") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. Any accrued interest due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the Designated Trust Office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Debt Service Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. While the Bonds are held by the Purchaser, payment of principal of, premium, if any, and interest on the Bonds shall be made by federal funds wire transfer, at no cost to the Purchaser, to an account at a financial institution located in the United States designated by the Purchaser. If the date for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Designated Trust Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, or the United States Postal Service is not open for business, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close, or the United States Postal Service is not open for business; and payment on such date shall have the same force and effect as if made on the original date payment was clue. This Bond is one of a series of bonds of like tenor and effect except as to number, principal amount, interest rate, maturity, and right of prior redemption, dated as of the Bond Date specified above, aggregating $ (herein sometimes called the "Bonds "), issued for the purposes of (i) the discharge and final payment of the Refunded Obligations and (ii) to pay the costs of issuing the Bonds. The Outstanding Bonds maturing on and after July 15, 2020 may be redeemed prior to their scheduled maturities, at the option of the Issuer, in whole or in part, on July 15, 2019 or on any date thereafter, at the redemption price of par plus accrued interest thereon to the date fixed for redemption. The Bonds or portions thereof redeemed within a maturity shall be selected by lot or other customary random method selected by the Paying Agent/Registrar (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000); provided, further, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. At least thirty (30) days prior to the date any such Bonds are to be redeemed, a notice of redemption, authorized by appropriate resolution passed by the Governing Body, shall be given in the manner set forth below. A written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, first class postage prepaid, addressed to each such registered owner at his address shown on the Registration Books kept by the Paying 90092441.4 A -2 —277— EXHIBIT A Page 52 of 65 Agent/Registrar. By the date fixed for any such redemption due provision shall be made by the City with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for such payment is made, all as provided above, the Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, shall not bear interest after the date fixed for their redemption, and shall not be regarded as being Outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Bonds or any portion thereof. If a portion of any Bonds shall be redeemed, a substitute Bond or Bonds having the same stated maturity date, bearing interest at the same interest rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance. All Bonds of this series are issuable solely as fully registered bonds, without interest coupons, in an Authorized Denomination. As provided in the Bond Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate amount of fully registered Bonds, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having any Authorized Denomination or Denominations as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar at its Designated Trust Office for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any authorized denomination to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the registered owner. The one requesting such conversion and exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for converting and exchanging any Bond or portion thereof. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The foregoing notwithstanding, in the case of the conversion and exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer. The Paying Agent/Registrar shall not be required (i) to make any such transfer, conversion or exchange during the period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption and ending at the close of business on the day of such mailing, or (ii) to transfer, convert or exchange any Bonds so selected for redemption when such redemption is scheduled to occur within 30 90092441.4 A -3 —278— EXHIBIT A Page 53 of 65 calendar days; provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of an unredeemed balance of a Bond called for redemption in part. Whenever the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. In the event any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, whose qualifications substantially are similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds. By becoming the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each registered owner hereof and the Issuer. The Bonds are special obligations of the Issuer payable solely from and equally secured, together with the currently Outstanding Previously Issued Priority Bonds, by a first lien on and pledge of the Pledged Revenues of the System. The Issuer has reserved the right, subject to the restrictions stated, and adopted by reference, in the Bond Ordinance, to issue Additional Priority Bonds which also may be made payable from, and secured by a first lien on and pledge of, the aforesaid Pledged Revenues, as well as Subordinated Obligations payable from a junior and inferior lien on and pledge of the Pledged Revenues. For a more complete description and identification of the revenues and funds pledged to the payment of the Bonds, and other obligations of the Issuer secured by and payable from the same source or sources as the Bonds, reference is hereby made to the Bond Ordinance. The Issuer has reserved the right, subject to the restrictions stated, and adopted by reference, in the Bond Ordinance, to amend the Bond Ordinance; and under some (but not all) circumstances amendments must be approved by the owners of a majority in aggregate principal amount of the Outstanding Priority Bonds. The Registered Owner hereof shall never have the right to demand payment of this Bond out of any funds raised or to be raised by taxation. It is hereby certified and covenanted that this Bond has been duly and validly authorized, issued and delivered; and that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been done in accordance with law. Capitalized terms used in this Bond without definition shall have the respective means ascribed to them in the Bond Ordinance. 90092441.4 A -4 —279— EKEEIBIT A Page 54 of 65 IN WITNESS WHEREOF, this Bond has been signed with the imprinted or Iithographed facsimile signature of the Mayor of said Issuer, attested by the imprinted or lithographed facsimile signature of the City Secretary, and the official seal of said Issuer has been duly affixed to, printed, lithographed or impressed on this Bond. ATTEST: City Secretary (SEAL) 90092441.4 CITY OF CORPUS CHRISTI, TEXAS Mayor [The remainder of this page intentionally left blank.] A -5 —280— EXHIBIT A Page 55 of 65 B. FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE TO APPEAR ON INITIAL BONDS ONLY. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this (SEAL) Comptroller of Public Accounts of the State of Texas C. FORM OF REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR. REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR This Bond has been duly issued and registered under the provisions of the within- mentioned Bond Ordinance; the Bond or Bonds of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: WELLS FARGO BANK, NATIONAL ASSOCIATION, Austin, Texas, as Paying Agent/Registrar 90092441.4 By: Authorized Signature A -6 —281— EX11TWT A Page 56 of 65 D. FORM OF ASSIGNMENT. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: 90042441.4 [The remainder of this page intentionally left blank] A -7 —282— EXHIBIT A Page 57 of 65 E. FORM OF INITIAL BOND(S). The Initial Bond(s) shall be in the form set forth in paragraph (a) of this Section, except that the form of the single fully registered Initial Bond shall be modified as follows: (i) immediately under the name of the Bond, the headings "Interest Rate " and "Stated Maturity " shall both be completed "as shown below "; and (ii) the first paragraph shall read as follows: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patrick), State of Texas, for value received, hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the fifteenth day of July in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates ( %) (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Dated Date, or from the most recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for, at the per annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on January 15 and July 15 of each year, commencing January 15, 2011. F. INSURANCE LEGEND. If bond insurance is obtained by the City for any Bond, the appropriate definitive Bonds and the Initial Bonds shall bear an appropriate legend as provided by the insurer. 90092441.4 [The remainder of this page intentionally left blank.] A -8 -283- EXHIBIT A Page 58 of 65 90092441.4 EXHIBIT B PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. - B -1 -284- 90092441.4 EXHIBIT C PURCHASE CONTRACT SEE TAB NO. C -1 —285— EXHIBTI' A Page 60 of 65 90092441.4 EXHIBIT D ESCROW AGREEMENT SEE TAB NO. D -1 -286- EXHIBIT A Page 61 of 65 9009244 L4 EXHIBIT E NOTICES OF REDEMPTION SEE TAB NO. E-1 —287— EXIT A Page 62 of 65 EXHIBIT F DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 32 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section for each Year ending in and after 2010 are as specified (and included in the Appendix of the Application referred to below): I. The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, unaudited financial statements of the City for the most recently concluded fiscal year. 2. Tables 1 through 25 contained in the Official Statement; and the Audited Financial Statement of the City, as set forth in Appendix B to the Official Statement. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. 90092441.4 F -1 —288— EXIT A Page 63 of 65 90092441.4 EXHIBIT G DTC LETTER OF REPRESENTATIONS SEE TAB NO. G -1 -289- 90092441.4 EXHIBIT II REIMBURSEMENT AGREEMENT SEE TAB NO. H -1. -290- 44 if s3 RfOlf 9 f7d., Jr. INV&OTMCNT BANKERS FINANCIAL ADVISORY FEE SCHEDULE Aug guillEakiHLIGAZIMMISS Not Madan Maga $ 250,000 350,000 500,000 700,000 1,000,000 1,500,000 5,000,000 10,000,000 20,000;000 $ 250,000 350,000 500,000 700,400 1,000,000 1,500,000 5,000,000 10,000,000 20,000,000 No )Limit • $7,500 plus $20.00 per $1,000 for di over $1$0,000 19,500 plus $10.00 per $1,000 for 311 over $250,000 .$10;500 plus 58.00pre $1,000 for all over $350,000 $11,700 plus $7.00pa 31,000 for all over $500,000 $13,100 plus $6.00 per $1,000 for all over $7001,000 $14,900 plus $5.00 pa 31,000 for all over 01,000,000 $17,400 plus $3.00 per 31,000 for all over $1,500,000 $27,900 plus $1.65 per $1,000 for ali.ovor $5 ,000,000 $36,150 plus 01.00 per $1,000 for all over 010,000,000 $46,150 phis 54.83 par $1,000 for all aver $20,000,000 In tbuooveat the Beads to be iuued are Revenue Bomb or Combination Tax and Revenue • C artiticelta.of Obliptio n, Ralimdlng or Lame Purchase, the fee shall be the amount computed. front the above sehedule plus 25%. -291- EXHIBIT B Page 1 of 1 FULBRIGHT & JAWORSKI L.L.P. (San Antonio) Fee Schedule* Principal Amount of Obligations Obligations* (per $1,000 denomination) $0 - $10,000,000 $1.2500 $10,000,001- $25,000,000 $1.1250 $25,000,001 $50,000,000 $0.8750 $50,000,001 - $100,000,000 $0.7500 $100,000,001 - $200,000,000 $0.6250 Over $200,000,000 $0.5000 *This scale will be increased by 35% for the issuance of any refunding obligations and provides for a minimum fee of $15,000 for the issuance of any Obligations. *In addition, the City will authorize an amount not to exceed $5,000 to our Firm for additional federal income tax expertise relating to the Obligations, based upon our Firm's hourly billing rates. *To the extent that our Firm is responsible for preparing the offering documents relating to the issuance of any Obligations, an additional fee of $7,500 will be charged. *This fee scale is not applicable if the Obligations are issued in a variable rate mode, are further secured with a liquidity facility, and/or involve the utilization of any derivative products, are issued by a non -profit corporation created by the City, or are issued in connection with an economic development financing, including a TIRZ or other similar financing. *This fee schedule is applicable to the following types of Obligations: general obligation bonds, certificates of obligation, tax notes, revenue bonds, and other similar indebtedness. 80467497.4 —292— EXHIBIT C Page 1 of 3 EXPENSE/SERVICE FULBRIGHT & JAWORSIKI L.L.P. (San Antonio) Expenses and Services Summary** CHARGE Binding Data Base Research Lexis, Westlaw, Information America Deliveries Ovemight/Express Outside Courier In -House Courthouse Messengers Document Scanning Duplicating Photocopy Color photocopy Microfilm /Microfiche Videography (duplication) Electronic Mail (via Internet) Library Research by Library Staff Weekend & Late Evening Air Conditioning Postage Secretarial Overtime Facsimile (Outgoing) 80467497.4 N/A (Pricing varies in other office locations) Costs allocated by the Firm Direct Cost Direct Cost N/A (Pricing varies in other office locations) $40.00/Hour plus Transportation (Pricing varies in other office locations) $.12 per page - Direct Cost $0,15 per page $0.85 per page $0.50 per page $5.00 /tape plus $20.00 /duplication No Charge $130.00 per hour N/A (Pricing varies in other office locations) Direct Cost on any item or group of items which cost $1.00 or more $28.00 per hour (Pricing varies in other office locations) $0.80 per page plus applicable LD charges -293- EXJI BrF C Page 2 of 3 EXPENSE/SERVICE FULBRIGHT & 3AWORSKI L.L.P. (San Antonio) Expenses and Services Summary ** CHARGE Telephone Long Distance (Domestic) Long Distance (International) File Storage Retrieval Transportation Mileage (personal automobile) Lodging Meals Car Rental /Airline /Rail/Etc. CD -ROM Research Graphic Arts Practice Support E- Discovery Firm hosting of on -site document review performed by outside contract attorneys $0.30 per minute 80% of direct dial rate N/A (Pricing varies in other office locations) Applicable IRS allowable rate per mile Direct Cost Direct Cost Direct Cost $30.00 - $50.00 per Search (rate varies based on length of search) $120.00 - $150.00 per hour, phis direct cost of supplies $60.00 - $215.00 per hour Direct Cost $5.00 per hour * * These fees are capped at $1,500.00 per individual Matter. —294— EXHIBIT C Page 3 of 3 18 AGENDA MEMORANDUM Citv Council Action Date: October 26, 2010 SUBJECT: ADA Sidewalk Accessibility Improvements Staples Street from Louisiana Avenue to Six Points (Project No. 6391) Water Street from Coopers Alley to IH 37 (Project No. 6443) AGENDA ITEM: A. Ordinance appropriating $1,598,710.96 of anticipated revenues from the Texas Department of Transportation in Fund No. 3530 for the ADA Sidewalk Accessibility improvements along Staples Street from Louisiana Avenue to Six Points and Water Street from Coopers Alley to IH 37 project; changing the FY 2010 Capital Improvement Budget adopted by Ordinance No. 028449 to increase appropriations by $1,598,710.96; and declaring an emergency. B. Motion authorizing the City Manager, or his designee, to execute a construction contract with IHS Construction, Inc. of Corpus Christi, Texas in the amount of $1,998,388.70 for ADA Sidewalk Accessibility Improvements along Staples Street from Louisiana Avenue to Six Points and Water Street from Coopers Alley to IH 37 for the Total Base Bid Part A and Part B. (BOND 2004) ISSUE: This is a joint City and TxDOT project that addresses the need for ADA improvements along Staples Street from Louisiana to Six Points and Water Street from Coopers Alley to IH 37 and is part of the effort to comply with the ADA requirements. The City is using voter - approved Bond 2004 funds to leverage an 80/20 Federal Participation ( TxDOT) match for construction of this project, as per the Advance Funding Agreement with TxDOT. A construction contract is required to complete the project; and requires City Council approval. FUNDING: Funding for the City's portion of the shared cost is available from Bond Issue 2004 Streets. RECOMMENDATION: Staff recommends approval of the ordinance and motion as presented. Pete Anaya, P.E. Director of Engineering Services 361 -826 -3781 Detean Thcctexas.com Additional Support Material: Exhibit "A" Background Information Exhibit "B" Prior Actions Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Bid Tabulation Project Budget Location Map Appropriation Ordinance Recommendation Letter Advance Funding Agreement H: IHOM81Kelly01GEN 1STREETS46391- (Parcnl project 6151) ADA Sidewalk Access lmprvs. along Staples From Six Pts to LauisienalConsttuction12 AGENDA MEMO.doc -297- AGENDA BACKGROUND INFORMATION SUBJECT: ADA Sidewalk Accessibility Improvements Staples Street from Louisiana Avenue to Six Points (Project No. 6391) Water Street from Coopers Alley to IH 37 (Project No. 6443) PROJECT DESCRIPTION: This is a joint City and TxDOT project that consists of ADA accessibility ramps at multiple locations on Staples Street from Six Points to Louisiana Avenue and on Water Street from Coopers Alley toil-137. Staples Street from Louisiana Avenue to Six Points: The project consists of the reconstruction of noncompliant sidewalks, driveways, and curb ramps as well as the construction of new sidewalk and curb ramps along both sides of Staples Street of approximately 0.70 mile. Other related work shall include replacing existing curb and gutter, adjusting existing water valve and meter boxes, replacing and adjusting traffic signal ground boxes, installing new pavement markings, and maintaining traffic control devices and Storm Water Pollution Prevention Plan (SWPPP) control measures. All work must comply with the Texas Department of Licensing and Regulation (TDLR) requirements and the current requirement/standards of the Americans with Disabilities Act Accessibility Guidelines (ADAAG) and the Texas Accessibility Standards (TAS). Water Street from Coopers Alley to IH -37: The project consists of the reconstruction of noncompliant sidewalks, driveways, and curb ramps as well as the construction of new sidewalk and curb ramps along both sides of Water Street of approximately 0.74 mile. Other related work shall include replacing existing curb and gutter, constructing bulb -outs at intersections , relocating existing curb inlets and constructing new combination shallow curb and grate inlet structures, constructing flumes underneath sidewalks, adjusting existing water valve and meter boxes, replacing and adjusting traffic signal ground boxes, re- routing traffic signal cable within new conduit underneath sidewalks, pulling new traffic signal and VIVDS Comm cables, installing new pavement markings, and maintaining traffic control devices and SWPPP control measures. All work must comply with the TDLR requirements and the current requirement/standards of the ADAAG and the TAS. CONTRACT TERMS: The project is estimated to require 275 calendar days, with completion anticipated in August 2011. BID INFORMATION: On August 18, 2010, the City received proposals from eight (8) bidders (see Exhibit "C" Tabulation of Bids). The bids range from $1,998,388.70 to $3,017,983.54 for the Total Base Bid Part A and Part B. The estimated cost of construction is $2,210,264.00 for the Total Base Bid Part A and Part B. RECOMMENDATION: The City's consultant, Martinez, Guy and Maybik, Inc. and City staff recommend a contract be awarded to IHS Construction, Inc. in the amount of $1,998,388.70 for ADA Sidewalk Accessibility Improvements along Staples Street from Louisiana Avenue to Six Points & Water Street from Coopers Alley to IH 37 for the Total Base Bid Part A and Part B. EXHIBIT "A " Page 1 of 2 H:1HOME1Kelly01GEN\STREBTS6391- (Parent project 6151) ADA Sidewalk Access Impt+.s.2°9 8ples from Six Pts to LouisianeVConst uctionU AGENDA BACKGROUND.doc IHS Construction, Inc. has successfully completed City projects including: 1. Alta Plaza Drainage Improvements, Phase 1 (Project No. 2168) 2. RTA Misc. Street Improvements — Staples Street from Gollihar to Williams (Project No. 6145) PROJECT BACKGROUND: This project is part of the City's effort to comply with the ADA. The ADA prescribes accessibility standards for eliminating barriers to disabled individuals. This project was identified and prioritized by Engineering Services and the Human Relations Department with the Mayor's Committee for Persons with Disabilities and coordinated with TxDOT and the Regional Transportation Authority to maximize resources. This project is included under the Bond 2004 ADA Improvements City -Wide and in the FY 2010 Capital Improvement Planning Guide and part of the $95 million Bond Issue 2004 package approved by voters on Tuesday, November 2, 2004. The projects are funded from ad valorem property taxes (a General Obligation Bond Issue) in Street Improvements, Public Health and Safety Projects, Public Facility Improvements, Parks and Recreation /Museum Improvements and the Bayfront Master Plan Project. The project target the City's most immediate needs to improve existing physical facilities, provide for growth, and protect the City's investment in its infrastructure. The program of street improvements includes the construction of barrier free ramps, sidewalks, and other improvements required for compliance with the ADA. TXDOT FUNDING: The City will bill TxDOT on a monthly basis for their portion (80 %) of the work completed on the project. TxDOT will then mail a check payable to the City within 30 days of receipt of the invoice. Ordinance A will pre - appropriate the monthly checks so payment can be made to the contractor promptly. EXHIBIT "A" Page 2 of 2 H:1H0ME\KeIlyO\GEN\STREETS56391 {Parent project 6151) ADA Sidewalk Access Impna- d2a959plcs from Six Pts to Louis ienalConstruciionl3 AGENDA BACKGROUND.doe PRIOR PROJECT ACTIONS SUBJECT: ADA Sidewalk Accessibility Improvements Staples Street from Louisiana Avenue to Six Points (Project No. 6391) Water Street from Coopers Alley to IH 37 (Project No. 6443) PRIOR COUNCIL ACTION: 1. April 17, 2001 — Motion authorizing the City Manager, or his designee, to execute an engineering services contract in the amount of $100,168 with Russell - Veteto Engineering, Inc. for sidewalk accessibility improvements. (Bond issue 2000 Project C -10) (Motion No. 2001 -141) 2. June 19, 2001 — Resolution authorizing the City Manager, or his designee, to execute a master agreement governing Local Transportation Project Advance Funding Agreements with the Texas Department of Transportation. (Resolution No. 024478) 3. August 28, 2001 — Resolution authorizing the City Manager, or his designee, to execute Amendment No. 1 to the master agreement governing Local Transportation Project Advance Funding Agreements with the Texas Department of Transportation. (Resolution No. 024555) 4. November 2, 2004 — Resolution expressing official intent to reimburse costs of the 2004 Bond Capital Improvement Projects. (Resolution No. 026015) 5. November 9, 2004 - Ordinance canvassing returns and declaring the results of the Special Election held on November 2, 2004, in the City of Corpus Christi for the adoption of five bond propositions; adoption of a permanent ad valorem tax freeze on residents homesteads of persons 65 years of age or older or disabled persons and eligible spouses; and adoption of seven amendments to the Charter of the City of Corpus Christi. (Ordinance No. 026022) 6. March 8, 2005 — Motion authorizing the City Manager, or his designee, to execute a Contract for Professional Services with Martinez, Guy and Maybik in the amount of $141,500 for ADA sidewalk access improvements along Staples Street from Leopard Street to Six Points. (Motion No. 2005 -078) 7. August 30, 2005 — Motion authorizing the City Manager or his designee to execute an Advance Funding Agreement with the Texas Department of Transportation (TxDOT) in the amount of $210,000 for the American's with Disabilities Act (ADA) Accessibility Ramps at multiple locations on Staples Street from Six Points to Louisiana Parkway. (BOND ISSUE 2004) (Motion No. 2005 -229) H: SHOME 'Ko1IyOZEN\STREECS16391-(Parent project 6151) ADA Sidewalk Access Inprva. all Staples from Six Pls to LauisianaSConstratfion'h4 PRIOR PROJECT ACTIONS.docx 00-- 8. January 27. 2009 — Resolution authorizing the City Manager, or his designee, to execute Amendment No. 1 to the Advance Funding Agreement for ADA Accessible Ramps at multiple locations on Staples Street from Six Points to Louisiana Parkway and on Water Street from Coopers Alley to Interstate Highway 37 in the amount of $13,200, made by and between the State of Texas, acting by and through the Texas Department of Transportation, hereinafter called the "State ", and the City of Corpus Christi. (BOND ISSUE 2004) (Resolution No. 028034) 9. January 27. 2009 — Motion authorizing the City Manager, or his designee, to execute Amendment No. 2 to the Contract for Professional Services with Martinez, Guy and Maybik from Corpus Christi, Texas in the amount of $395,383, for a total re- stated fee of $578,603 for ADA Accessible Ramps at multiple locations on Staples Street from Six Points to Louisiana Parkway and on Water Street from Coopers Alley to Interstate Highway 37. (BOND ISSUE 2004) (Motion No. 2009 -022) 10. December 15, 2009- Ordinance approving the FY 2010 Capital Budget and Capital Improvement Planning Guide in the amount of $202,877,800. (Ordinance No. 028449) PRIOR ADMINISTRATIVE ACTION: 1. October 18, 2000 — Distribution of Request for Qualifications (RFQ) No. 2000 -08 (Public Health and Safety, Park and Recreation, Street Improvement Projects) to 73 local architectural and engineering firms. 2. November 10 , 2000 — Addendum No. 1 to the Request for Qualifications (RFQ) No. 2000 -08 (Public Health and Safety, Park and Recreation, Street Improvement Projects) to 73 local architectural and engineering firms. 3. January 10 , 2000 — Addendum No. 2 to the Request for Qualifications (RFQ) No. 2000 -08 (Public Health and Safety, Park and Recreation, Street Improvement Projects) to 73 local architectural and engineering firms. 4. June 11, 2003 — Administrative approval of Amendment No. 1 to the engineering services contract with Russell - Veteto Engineering, Inc. in the amount of $11,590 for a total restated fee of $111,758 for sidewalk accessibility improvements. (Bond Issue 2000 Project C -10) 5. June 23, 2004 — Administrative approval of Amendment No. 2 to the engineering services contract with Russell- Veteto Engineering, Inc. in the amount of $750 for a total restated fee of $112,508 for additional services associated with the sidewalk accessibility improvements. (Bond Issue 2000 Project C -10) 6. June 25, 2004 — Letter to Pat Veteto, P.E. of Russell - Veteto Engineering, Inc. informing him that the City was electing to not proceed with the Staples Street segment of the sidewalk accessibility improvements project through his company. H:5 HOME1KelIyO1GENNST REETS16391 {Parcnt project 6151 ) ADA Sidewalk Access Icrvs. along tidi from Six Pis to Lauisiana\Canstruetion 4 PRIOR PROJECT ACTIONS.docx 7. August 26, 2004 - Distribution of Request For Qualifications (RFQ) No. 2004 -03 Bond Issue 2004 Projects to 175 engineering firms (70 local and 105 non - local). 8. March 25, 2005 - Addendum No. 1 to the Request for Qualifications (RFQ) No. 2004 -03 Bond Issue 2004 Projects to 175 engineering firms (70 local and 105 non- local). 9. April 13, 2005 - Addendum No. 2 to the Request for Qualifications (RFQ) No. 2004 - 03 Bond Issue 2004 Projects to 175 engineering firms (70 local and 105 non - local) 10. October 12, 2007 — Administrative approval of Amendment No. 1 to the Contract for Professional Services with Martinez, Guy and Maybik in the amount of $41,720 for ADA sidewalk access improvements along Staples Street from Leopard to Six Points. 11. August 10, 2009 — Administrative approval of Amendment No. 3 to the Contract for Professional Services with Martinez, Guy and Maybik in the amount of $3,270 for ADA sidewalk access improvements along Staples Street from Leopard to Six Points. 12.Auqust 20. 2009 — Administrative approval of Amendment No. 4 to the Contract for Professional Services with Martinez, Guy and Maybik in the amount of $7,680 for ADA sidewalk access improvements along Staples Street from Leopard to Six Points. HAROMESKeliyOIOHNlSTREETS16391- (Parent project 6[51) ADA Sidewalk Acores Imprvs. -logg Soaps from Six Pis to Louis inna OonslruclionW PRIOR PRO.IMCT ACFIONS.docx rca mar lMAI il.[1v,z64.00 11-Zack Concrete. Inc. Reytec Const. Resources. inc. 39352221'rAvenue 1901 Hollister LeCenler, MN 56057 Houston TX 77060 UNIT PRICE I. AMOUNT UNIT PRICE I AMOUNT 858 m KHH 3 8 0 r N $R § 8 N $$ M H _ 8 Lf H $ § NA r 8 $ 1� V g 8 N u 8 $8 § 1$$N 8 8 p N g N 8 gm f8.� 8O Ai o 8 ` 5 N § a N 8 N 8 a l N O 8 m a N a 8 Y! 8 ' 8 m N 8 ' H 8 a 8 N 2 V: 888 t 888 h h 8p N 53,500.00' 5165.001 8 8 N 8 BSI V! 8 8 K 8$8$$88$$$8$8$8 §R .. » yy§� P, N V! O g H S iA N N Vl W Y4 3 $$$ N K N 8 N 8 w 8 e 8 N 8 N 50.50 51.00 51.00 $$$ MNry1iii N N N $ pF N 8g8 (8�p di K y °v, Gr�pp H 88 c3 h $ - N $ a H t5$ §ya M y c$ 1 W 5,$$Q88 {g{am�' M §.§Ei F W a N 8 M ! H 888 FFFI N l q5 ?i g N �8 u�8 1 �dpy. N N v�88, 8 N 88, 2 8 n y 88. q N S 1. M 8 g S 4 N 8 chi 8888 gial M N p 8 e 8N N y s 8 a p 8 W p p 8 8 L~ K 8 B. h 8 8 N 8 6 4Y 8 5 '4 N 1pS S N O N K p 8 p $8 8 ^I8 tl! 8 S S S 88 O P a ,,,2- a t8p M (.8� tl.7 M w S S m 8 N O 5 S o Y1 H p 8 H , S M S f p 8 H [ti N p Ilp�7 lil N H Yf ADA SIDEWALK ACCESSIBILITY IMPROVEMENTS ALONG STAPLES ST. FROM LOUISIANA AVE. TO SOX PTS. AND IHS Construction, Inc. Encino Landscape, Inc. WATER ST. FROM COOPERS ALLEY TO IH 37 P.O. Box 6354 P.O. Box 1096 Protect Nos. 6391 & 6443 Corpus Christi, TX 76468 Cleveland, TX 77328 i Q w U C z D 7 i Q 8 ET. Z z 7 LLEY 543,660.00 522,005.00 yy$7� N. 8 n R$ Op 1y 8 x 8 8 8 p w $ 8 Sa m h S 8 1 8 5 §R§§ N N 88.8 _g_ S O O y 8.88 ROp 351 8 a K 518,000.00 523,500.00 8 0 K 8 S K S 3 N 8ppO D� i N 8 ON $ y p K 8 KKK 5 H $ O N8 W N N 8 888 ?..:76.g p8p N K - 8S8 8 GM 3 8 a 8 4, S8 O H pp8 O a pp8 S8 O 11f c4 855 N Y' pp$ pp8 O1I1C N K S$ S$ 8 O a O y 8� w �N8 N $$$ K N $ s 8 $ N 1 8 I 8 c 8 H 8 K 8 N Q8 eTi $ N $ N R$8. � Yl Yf W o$; 0EF iy�mj c�I ri ey 1 8 �Dp7 . A 52,865.96 5194,850.00 8 A il'1 K 90 VI b 8 '' ✓1 '' y - F; E y N 8 a �{ 4Y Vi 88 && H H 570,854.56 88,-, Viii. 1p H 4� 8 a ppp K 517,260.00 519,975.00 8 a IG�O N 8 ti m 4$ E m m N 8 49 m N 8 a ti N w g QS a 888 Lti Sea 1$ K~ 8 8. M 2 8 18 M 3 y m pW w ri § N mpp11 a T y 49 v ° ''' 4§ $ 5 w pp2 �H 2 8.A N N a 8 8 NN 8 2 8 y 8 YI `3, M 4(4.4 KYM t 6LLJ uJ 5 6 16 6 65° JNN ill 6 6 6 6 5 555 DESCRIPTION 1 QTY- 1Wa r- 3 N l9 r M mM 4 RJrr,, tl, f 1i7 F 1- G W ' 4 .- 10 liF Remove Concrete Sidewalk - Remove Concrete Driveway Remove Concrete Curb and Gutter NOT USED Cut, Remove and Restore Flexible Pavement (12") 'Manhole (Complete) (Precast Concrete) Class A Concrete (Flume) Epoxy Paint Finish, Curb (Red) (No Parking Zone) Epoxy Paint Finish, Curb (Yellow) (Bus & Loading Zones) Class C Concrete for Extending Structures (Convert Inlet to Junction Box) Inlet (Complete) (Shallow) (Comb Curb & Grate) NOT USED Adjust Manholes Adjust Inlets Adjust Manholes (Water Meters, Valves, Cleanouts) Adjust Manholes (Valve Vault FLOC) Remove Structure (Inlet) C Concrete Curb and Gutter (7 -1)2" Nominal) (Reinforced) Concrete Curb (Type A) (Header Curb) Driveways (Concrete) (61 (Reinforced) Concrete Sidewalks (5 ") (Reinforced) Concrete Sidxratk (Wheelchair Ramps) (Reinforced) Conduit (PVC) (Sob 40) (41 Install Small Road Sign Support & Assembly Relocate Small Road Sign Support & Assemby (Custom Signs) Relocate Small Road Sign Support & Assemby (Bus Stop Signs) Pavement Marking Type II (W) (4") (Solid) (Parking Strome) Prefab Pavement Marking Type A (W) (12"} (Solid) (Crosswalk & Hatching) Prefab Pavement Marking Type A (W) (241 (Solid) (Crosswalk & Stop Line) Prefab Pavement Markings Type A (W) (181 (Yield Triangle) Eliminate Existing Pavement Markings & Markers (12") Eliminate Existing Pavement Maddngs & ,Markers (241 Pavement Surface Prep for Markings (41 Pavement Surface Prep for Markings (121 Pavement Surface Prep for Mark)ngs (24 ") Ci at e� Q�QQC a as Q Q G Q r 4 �rr QQQ r a '.n :SLI 55555 N a N N N a�Q N 214.'? N pp N Q p N Q Q 8 Q Q % Fl 6 1� f 4 j °i Q V Q 8R8 aQa C� —303— EXHIBIT "C" Page 1 of 6 W 5 0. 0. 0 LL LLO O� z O. N (ry mw Z Z u_ 0 i re uJ Resources. Inc. Hollister 4 TX 77080 AMOUNT 5210.00 52.000.00 pp$ 10 H w wa rey. 00.000.423 t S8 p p 8 7 3RF- 36tH pp$ yW H 0 S$ N{7 a:. 0 S VI CC -,ac N $7,000.00) ea non nn 1 8 S 1 i "1 N ti lV I BID PART B: STAPLES STREET FROM LOUISIANE AVE. W K POINTS 514,646.00 SR12 fxi i 8 $ I1Np0�rp 1NaY4 N 8 8 �Q} at H �§ W $ 8 §0170 ai' H 8 § w Q00i4 N°NN NH en. 8. p8 �Op W Li 8 H uu UV* 13 00.000'2 I.4 pp 8 8 iO0 'rN IN 888888888 N M TN§ 44 49 HN YW H 8888p8p g""g $ 3 8 g N 888 8$170 N 3616, p8 0$ HHH f 8.8 6! OOH wN 8 ry 8 M 8p8 VI �C.LI u,L44.W :oncrete, Inc. 21"` Avenue r, MN 56057 AMOUNT 5308.00 58,800.00 8 .N A a S8 1C A N $88 O�cNDo N N -H 88 r r of H 8py8�888S88. I+ t[S .. HHHNNH N4 F ��77 8 8 H Iii H W r r 8�8j88 ml�,- N'"NN u7 17 575,528.00 g8 !mil M H 8888 R u9 In. 1- § Y 61 8 O� 8888 NOO� N a' aN �Ci N 8 i7 0e1 N 514 874.00 557180.00 iii H 8 H 8188 H M M 5302.50 5302.00 5138.00 8p8888�8 4882 WH Y! 8 n b M 858888 N H N H 8 pi w 8p8 r H 8888 �� 3 N 8 N 8pp8op88 1e 0y O WOM �i H c8 H X88 N idscape, Inc. lox 1096 1. TX 77328 AMOUNT 51,400.00 52,000.00 8 H m 888888888$$8 O GO H eo rN NHN Q WO A M N V HHH QS Of pi 6i IG 67 pp HH ° 1,094,155.00 524,410.00 5765.001 8888 pp A w N p„ H 8 ; 88 pp68 va M(i HNN 88 § 8 p fA 00 "0000043 00'000'25 88 a pO K YN 8 ni 8 8 f0a N y 8 H 8 N 8 8 8 NNH 8 8 8 N N 8 8 ~~yN $ 8 8 N H 8888 d to HH 515.00 55.00 510.00 520.00 pp8 C H 88888 8§4§§ H y H 8 g 5500.00 5100,000.00 p88 §1 N 88 1N 88 6Wj1§0 VI Ilrucllon, Inc. Box 8354 ris6, TX 78468 AMOUNT 5375.90 52,100.00 8 $ E., Q8Q ai ti, 8`888 o`�N Nr3N 54,240.00 57,239.00 52,145.00 88.8.8 o�'n'� Nywn rn Wm w W `2' fa* 88888 �i§q�6i�rp H4910 8 w r"q a w `g8,1mgm� d 37 61 m8 .7i !+� w 6 `r88v 0, r_. YisliN 8i 3 w 111,613.78 552,415.00 q° N 8 N N 888 A f�°.ry7y �m�77 VI 8 $8 O CO CO H qH $�8 M( V.� N NW w ° H K "4,Vii48 pHH �y8. 48 H 8 m H ${r @NyMS ai0 yNN s 4 t M N :'p8p88 OOH g N °.' N 88� NH 6 61E16 6 W WJW J (BASE BID PART A (Items A -1 through A-54) , w W J666 W 692 J JVi ff77 N NAY Y ,-�(7 V. Om N ,ANcoAn N ° fff777 ra�'� r Yr i ''m A am 4 SIDEWALK ACCESSIBILITY IMPROVEM rAPLES ST. FROM LOUISIANA AVE. TO 5 WATER ST. FROM COOPERS ALLEY 1 Project Nos. 6391 & 6443 DESCRIPTION Pavement Surface Prep for Markings (18" yield Triangle) Pedestrian Sign Sec (12") LED (2 Indications) wt Back Plate Traffic Signal Cable (Type A) (14 AWG) (16 Conductor) Insae Roadside Flash Beacon Assembly (Solar Powered) Replace Traffic Signal Ground Box Adjust Trattuc Signal Ground Box Install Pedestrian Push Buttons install Pedestrian Crossing Directional Plaque Replace Pedestrian Push Buttons _ Adjust Existing Pedestrian Push Buttons Hedge Protection Tree Protection Sidewalk Drain wlSleel Cover VNDS COmm Cable (Coaxial) 9 u = Q .- &' Q= - m r7ia g 'off •Remove Concrete Driveway Remove Concrete Curb & Gutier Block Sodding for Erosion Control Cut, Remove & Restore Flexible Pavement (12") Class C Concrete for Extending Structures (Convert Inlet to Junction Box) W Hm25+ a -- Adjust Manholes (Water Meters, Valves, Cleanouts) ga C Y F clt W gale l Z Concrete Curb [Type A) (Header Curb) Driveways (Concrete) (5'} Y a Y a Y44 a« Y YYY8 a aaaaaa 7iri1 2 a abma�hmd7 [ht.- � T,- aaahohoh N msu7T 1'0-s'm , —304— EXHIBIT "C" Page2of6 Reytec Const. Resources, Inc. 1901 Hollister Houston 77084 AMOUNT 5122,928.00 3117 CM (VS 2.28 8 So -. •N 8 m w 8 N 8. a w 8 & 8 g 8 �rn N 8 8 8$ a(y,@ wH 8 1 8 q 8 5 8 F,§ 8 8 §§ M 8588g$888g88 NgcBt��yy§§4§g§/ YBNNH.- Q8 i3 M 8 8 8 g M 8 8 8 BID SUMMARY g° n N :i N a 4 f• T INR E 7 18.8 N w $ .8 y w yy8 H $ 3 8 8` N 8 M 8 8 W $8. IA 8 �N 8 1 8 pp 8 N ni N pp 8 �p 8 G y N $$$$$$$$$ S S 1198189 p D8 ppp p O 49 N N p 8 7 8 H a 8 C OOON 8 04,61 U,[O4.VU :oncrete, Inc. 21" Avenue MN 56057 AMOUNT r5144,204.00 393.10011n 18 8 8 i y 8 W N 54,785.00 514,113.00 1 T t�+l V/ pS� a $o �i �Wj V� pp N N VNf 8N ISOm (may W 19 M S f G p8 �Wp M 8 8 8 �D •y 8pp 8 8 L'7 < M w $$$$$$$$ CNO W y w S O N y �py py 1�1 fO M w 51,504.80 51,650.00 5412.50 57,425.00 8 8 84 !YQ7 ^ S h N r N C7 8 f0 - r N W O N vM, N 1-- S r Q N M a,, Z 7 8 8 -6tt N Nia 8 8 qy6 H 8 6 2 8 8 a 8 !L� ^ 8 f� 8~ N 2 N °88 tlPw 4 8N8888888888888 p N K p N oW W pN a f? T W w wwww ill wh r0mm W S W w S N y K 8 h 52,750.001 N Encino Landscape, Inc. P.O. Box 1096 Cleveland, TX 77328 AMOUNT 888 g§1§ 8 W 8 8 a 8 8 g R H y 8 S w 8 N 8 S 8 8 W 55,132.001 514,247.00 8 w 8 Y! 8 8 8 $ N 8 8 4 8 4 888888 44p.,44§ N N N W 5456.00 5500.00 5500.00 510,800.00 8 8 s4 ir 8 °a, 4 g °° F. 3. 12- M g 4 •F r,, N °o• m 8 o N UNIT PRICE p pp N N p p N O ... $ 8 8 N p pN S M8 8 a 8 W 88 W N 8 N 8 W 8 8 S h 8 8 a O N 8 8 N 51114" 88 M 8 88 8 N r 8 p 8 VI a a IHS Cortstructlon, Inc. P.O. Box 8354 Corpus Christi, TX 78468 AMOUNT $88,697.28 5117,845.00 $ S $ 4{ f�pp N S @ 8 W r N °��ppp N Y# ° 8$ O (� Vi O 1!� VY 82 N W �j N 8 8 K 8 8 a y 8 8 3. i N 52,420.00 r 11,650.001 51,650.00 58,323.00 52,949.72 51,769.84 8P, 5 �$p N �f1 C 10149 M $ N 4 V S . $ N id E - w • pp 17 1 a ZN z 537.52 5120.251 8 8 YYii 3 8 3 8 y% 3 W 8 N 8 V H S M 8 N 22 w N �2 YR 8 N N $ 8 H �1 AA 8 8 1�0 �j N H 8888 g ID N N N ID N 4 8 i mp 1� YF h CI 1m� Y 4 a N N M N m N {P O (� N 8 H ADA SIDEWALK ACCESSIBILITY IMPROVEMENTS ALONG STAPLES ST. FROM LOUISIANA AVE. TO SIX PTS. AND WATER ST. FROM COOPERS ALLEY TO IH 37 Project Nos. 6391 & 5443 z 6 4 a a 4 J W q 6 6 6 6 6 q BASE BID PART A: WATER STREET FROM COOPERS ALLEY TO IH 37 BASE BID PART B: STAPLES STREET FROM LOUISIANE AVE. TO SIX POINTS RECOMMENDED FOR AWARD (TOTAL BASE BID PART A & FART S) i ADP N 8 H T r F. a - G m j l p p i r l • 1 $ N w Y w N t7 M w Y S DESCRIPTION Concrete Sidewalk (51 Concrete Sidewalk (Wheetchair Ramp) Conduit (PVC) (Sch 46) (4 ") Install Small Road Sign Support & Assembly Relocate 5mall Road Sign Support & Assembly (Custom Signs) 4 1 = y C 8=49 N s _4, D.31 N move ID T a m=p49� N 8 e waam Prefab Pavement Markings Type A (W) (24 ") (Solid) (Crosswalk & Stop Line) Prefab Pavement Markings Type A (W) (18') (Yield Triangle) Ellen Ext Pavement Markings & Markers (12'1 Elim Ext Pavement Markings & Markers (24 ") Pavement Surface Prep for Markings (12') Pavement Surface Prep for Markings (241 Pavement Surface Prep for Markings (18") (Yield Triangle] Pedestrian Sign Sec (12 ") LED (2 Indications) w! back plate Traffic Signal Cable (Type A) (14 AWG) Install Roadside Flash Beacon Assembly (Solar Powered) Pedestrian Pole Assembly Relocate Pedestrian Detect (2' Push Button) Relocate Pedestrian Pole Assembly Replace Traffic Signal Ground Box Adjust Traffic Signal Ground Box Tree Removal 4" to 12' Tree Removal 18" to 24" Tree Removal 42' to 48" Hedge Protection Tree Protection Sidewalk Drain w /Steel Cover Retrofit Detectable Warning Surf (Surf Applied) RE PM w /Ret Type II (W) (4 ") (Solid) (Channelization) Relocate Fire Hydrant, Including Assembly & Extensions Electrical Conductor (No. 8) Bare BID PART B (Items B -1 through B-51) 0 W V05 133 N N th 2 N f 2 2 22 2 2 2 thr m 222222222 m m m —305— EXHIBIT "C" Page3of6 —806 — EXHIBIT "C" L Page 4af6 V 1) �1 }2H 8 tp� yY�� y 2 i`8R - 1�7 yy A3 ��Op W 8 X y ZI Y~I Y► 2 tl 2 � y2, 3 N 4 23 8 {[ag �l N 8 8 r a uyNNN T' 4 po a snap u2 lO �lrl N °v, w '''°F8 N1i9N 3 `2. - N i (�88 N 00 s ya �P.' N y o, yO7 a �8 y 8 '8 N N ;-t,, CD 3 8 07 N 533824 8.i, `2 2 s N ? 5 504 . I O ate N y IO W r O . 1 ;232 O � H N . rymyr„t V y M W W 1» H 55.11 518.81 511.40 566.61 2 N H 2 N K 8 N m 1 W N N N H 75-11 vs N O y A V/8 N N nco, inc. Box 154 TX 78861 1 AMOUNT 565,490.00 526 406.00 $43 490.00 5117,610.00 88 N 8 $ O1 Y $ 2 8 0 N 8 8 N N N 8 S 88888 co HM Spp p y $ 88 p 2 Nr N N 8 N 8 $ p r N N $ W $ � y $ H 8 8 w" M 8 H 8 a $ - N $88 Napp Ny 88 ;z.-,z--, 85888 a «� N "� 8 ` 8$ N p N 888888588888888$ 8.n' Amy "d n8.' N �3ij NUp8. [2p5 y y L'.21 r ur u2 i w 'm' N $ 8 2 Jp+ 8 w 8 a 8 8 , a 8 N 8888 N �°n w'i Y, Ltd. Box 9908 risti, TX 78469 j I AMOUNT 1 572,039.00 535,208.00 539,141.00 5104,982.40 p8 8 V t N $ EQp tl! 8 i0 N pp8 W W 4y$ Y T y 514,220.00 $64.325.00 8 pA N 516,500.00 51,500.00 p 8 8 pO N 52,610.00 596,432.00 $6,492.00 562,857.00 5276,056.81) 579,315.00 88 8 eO� Y! N pN Q. A W 4 o y 8 8 [�! N 8 8 M p e8� l") H 8 cG�pO N 8 8 �[yV N 8 8 m 100'6065 00 alts 8 l�m� {8N8 4 N c6 y 8p8p8 G C? Y y 8 N 8y N 8 O W W $ �7 H 888 N 0 ry N W 8 55,500.00 51,500.00 p88S$8 7 O pp 11) M 8 888 kri y M r. y8� 4 y p8 08 NN 8 y 8 8 N 8 8 W N8 N 8 K 8$ y R N 8 d $ a °$8 s a H Sy Utility, Inc. t Tinker Ste. 100 lie, TX 78226 AMOUNT $26,632.60 514,303.25 526,528.90 5151,036.00 S8y8 iV 06 .ap N Mgr H 8 w 8 N p8 Q N X�888 m0 y h e7 Y l pW8 [� pf 'N 88MM8pp8p8 NO#+lam. i9 ry Y2 8 888 pip hp�� (�[ 1�� N NM y 8 fLpV m #p C07 yr y� $ 8 Yoh O O N .1; p8p O 1 ` W $ [iO� Vi p8 Ol III y 8 .1- 47 y 8 N f�yD N y$ , y $ �{p� 06 yy 8.888 A 10 N E 22.1; 4 w 0 -- g': 22 .s.' 8 N Pi 8 8 g y M fA 8 $ 8 4 N 8 'y N $1,097.00 51,097.00 8 N 8 8 m N e- NSN 8 8 N III 7). N 8 R . 8 N' y Vl 8 : 4 y N y 8 8 H N 8 y 8 1 8 N 8 N 8. N 8$�p$�p N y y 8�p88�p y N Yi NJ �yL J 4 LL] 4 J 1[I a 4 1116 Z 4 6JCJ t� J JUi Vl N a J W 4 I Q W 1� J 1t 7 Q g LL J J 1� J+�JJ +°affi 1� r gyp _ �.0 ., M % O1c� a M- -°rN 4 u,�N N 1-¢ 0. SIDEWALK ACCESSIBILITY IMPROVEM rAPLES ST. FROM LOUISIANA AVE. TO S WATER ST. FROM COOPERS ALLEY 1 Protect Nos. 6391 8 6443 DESCRIPTION BID PART k WATER STREET FROM CC Remove Concrete Sidewalk - -- Remove Concrete Drivewa Remove Concrete Curb and Gutter NOT USED Cut, Remove and Restore Flexible Pavement 12' Manhole (Complete) (Precast Concrete) Class A Concrete (Flume} Epoxy Paint Finish, Curb (Red) (No Parking Zone) Epoxy Paint Fnish, Curb (Yellow) (Bus 8 Loading Zones) Class C Concrete for Extending Structures (Convert Inlet to Junction Box) Inlet (Complete) (Shallow) (Comb Curb & Grate) NOT USED Adjust Manholes Adjust Inlets Adjust Manholes (Water Meters, Valves, Cleanouts) Adjust Manholes (Valve Vault FLDC) Remove Structure (Inlet) Mobilization Barlcades, Signs, and Traffic Handling Sandbags for Erosion Control (12") Concrete Curb and Gutter (7 -112" Nominal) (Reinforced) Concrete Curb (Type A) (Header Curb) Driveways (Concrete) (6') (Reinforced) Concrete Sidewalks (5 ") (Reinforced) Concrete Sidwalk (Wheelchair Ramps) (Reinforced) Conduit (PVC) (Soh 40) (4 ") Install Small Road Sign Support & Assembly IT) Eo " iZN I . ou 1pa Relocate Small Road Sign Support 8 Assemby (Bus Stop Signs) m Co i f if m th i Prefab Pavement Marking Type A (W) (12') (Solid) (Crosswalk & Hatching) Prefab Pavement Marking Type A (W) I (24 ") (Solid) (Crosswalk & Stop Line) 6 i c ti-- i- , gl a m Eliminate Existing Pavement Markings & 1 Markers (12") c I i m Al f, I NS T6 e 1.13i Pavement Surface Prep for Markings (4 ") Pavement Surface Prep for Markings (12') Pavement Surface Prep for Markings (24 ") V i¢a f? y' o? IQ < ;• « qi 4 G1 4 AO 4 4:444 1.2;2 a w 4444¢ m °o c N N N II a 444 y y� N N a �p 1� [V N 4 a N a Q� N a 8 a 7 M ay 4 {rf a 4 a a M as —806 — EXHIBIT "C" L Page 4af6 J z0 o, QW Hz 2 z w 0 © 8 N y� 0) C aJ 5 d j0 7 IL 7 5a m F o Grace Paving & Const., Inc. 4237 Baldwin Blvd. Corpus Christ( TX 78405 AMOUNT M N p3 OI H (p$ g M ° po. WN R88 Ol a ° V49 8 9 a ht 842187 �Cqp WNW49 ym Nyi ,/RR�' Z A W 1,627,366.20 _ - BID PART B: STAPLES STREET FROM IAUISIIW E AVE. ( POINTS Vi mm Via NW cn v° a"" � t`+! 8 n N 82�w f R0 NNy Ey 8 �aapi W 55,253.401 S17n Q57 75 182 c env boy yW �h'. 8ti as i O" UNIT PRICE IN cV y 8 IC 3 V h y N e� 4, N gr!R2. sep a c4r H H GI N r Nos tiOI;ZE..02 h ' 3Nyyf,W �y �YO5�ji Yf Yi 8 N $WO — IC W4WW ®0 r N $42.17 0 r' a 8m1�10 8...L.1 c4 �A. 44 " 8 N 8 ryg� (_ ,,4 r184s. K 12 N •r 2 s W 8 a N m$ f7 egg NA Reimco, Inc. P.O. Box 154 Hondo, TX 78861 AMOUNT 1p 8a 1. N pp8 im�pp W 8 8 N pp8 �4r W 888 pO W. �a p4 N W R1 1A 81 P i17 W $88888 p �1 �Na W �9 8 �5p A YRy ap p8 47 ip0� M/K 8 H 1,539,705.00 88$8$ N op p Y! N 4-344 8 N 8 A H pp8888 N O W49 N ,((p7 W 8 Q r 88.8.$$ (0 pp0 Nr 49 0 W 88 �mVp N 18 8 O �p 44 V! ce Q. z m 8 IQ r 8 8 f- K 8 2 8 8 ��+y}i Y3 888 tEp S[ E sY/4- 8 8 u N 88 8 55.00 5350.00 88 uoi °r wW 8 8 " `r°i 88888 tO 00w°r's n�nwen 8 W 8 S a1 44 888881 Opp W,fi WWw N h 8 ,�i $$$8 SBpp° QI pOp NOH W +(�H 8 NN M 515.00 565.00 Bay, Ltd. P.O. Box 9908 s Christ TX 78489 AMOUNT 8 m M 8 g 8 e [ 5 8 0 00'091.54$ 00'009'815 00 "006'095 8 I1mpp N I, 57.980.00 51.794.0(1 8888 Iggt W a 4- c8 F5 h 1.661.572.201 537.835.50 I _ .....51,632.001 523,744.001 527,637.50 57,650.00 8 g M 8 218m W 8888 g2G8g N H W� 8 aa: W 8888 gg25 N N N�N M~ 8 M 88 rm� ��ppip y 4- = Z 7 `°o6 CA 8f88°�0cg 2552 W Wa9W a a4- 8 N 5224.00 57.00 88 14 49 +RB 4 cJ� `8S 8 a 533010 $4,300.00 51,700.00 52,470.00 o 51,863.001 88 8 r► 814 °� h4- Classic City Utility, fnc. 303 Clarence Tinker Ste, 100 San Antonio, TX 76226 AMOUNT 5 W �, 8 g N 8 E a 8 N 518,543.00 57,836.00_ 59,400.00 pp 8 O s 54,465.00 52.678.00 515,768.00 512,810.00 S8 8 O a4, 53,612.00 53,240.00 1,277,619.65 pp8:88.8 E N 4, V 4, 5127,978.00 . $ 49 ~W 888.8 pa �D� fq4, p —co. 4' 8 the W 888$ ��Ppp7�s��Y sNWy u 88 W N 59,808.80 545.267.50, d CL z m 8- N W 8 a a 7 N W 8 - 888 a�a4 a W N 8 N 88 ,(.6 �j8 f R N 512.00 5305.00 88 �QQ[�I °° W 8 8 A N N 88~28 fp W N Oi1pa) W W M 8 4 8 O N 00.099,05 00'965 $1,100.00' 51,100.00, 8 C .. 8888 OO�y O W K OL "OZS 524.40 547.50 ADA SIDEWALK ACCESSIBILITY IMPROVEMENTS ALONG STAPLES ST. FROM LOUISIANA AVE. TO SIX PTS. AND WATER ST. FROM COOPERS ALLEY TO IN 37 Project Nos. 6391 & 6443 z a 6 < W LLJ C 6 CC¢ 666 ¢ w aC Wof6b C ill BASE BID PART A (Items A-1 through A "54) 1 yNlr/)ptli y ai e 6 aea uJ 666 a 6 s 65�J J LLJN F.,-. 0 m f9 h +4-r r r ., .8# r R7 A 88 a in o L 7 rn N 4-w 0 V �w'48§ co z 0 O Pavement Surface Prep for Markings (18" Ynlri Triannlnt Pedestrian Sign Sec (12") LED (2 Indications) wl Back Plate Traffic Signal Cable (Type A) (14 AWG) (16 Conductor) Insail Roadside Flash Beacon Assembly (Solar Powered) Replace Traffic Signal Ground Box Adjust Traffic Signal Ground Box Install Pedestrian Push Buttons Install Pedestrian Crossing Directional Plaque Replace Pedestrian Push Buttons Adjust Existing Pedestrian Push Buttons IHedge Protection Tree Protection Sidewalk Drain wlSteel Cover VIVOS Comm Cable (Coaxial) RE PM wl Ret Req Type II (W) (4 ") (Saki) (Channelization) Electrical Conductor (No. 8) Bare Remove Concrete Sidewalk Remove Concrete Pavement :Remove Concrete Driveway (Remove Concrete Curb & Gutter 'Block Sodding for Erosion Control Cut, Remove & Restore Flexible Pavement (121 Class C Concrete for Extending Structures] (Convert Inlet to Junction Box) RC Pipe (Class III) (18') (Precast) Inlet (Complete) (Curb) (8') Adjust Manholes Adjust Inlets • Adjust Manholes (Water Meters, Valves, Cleanouts) Remove Structure (Inlet) Mobilization Baricades, Signs, and Traffic Handling Sandbags for Erosion Control (12') Concrete Curb & Gutter (6" Nominal) (Reinforced) Concrete Curb (Type A) (Header Curb} Driveways (Concrete) (G) 66thabth m m 6 O r rii N a- r ohchma5 r 10 h a l0 r a;m al 0) 0 a a a N a /7 I() <aa a '074'2 N a /7 a —307— EXHIBIT "C" Page 5 of 6 Mo � LL O� OU F- 0 am mw rz 2 2 cew LL O a Iu ig & Cant., Inc. rklwin Blvd. risti, TX 78405 AMOUNT 1608,280.84 580,712.80 M ecn In 3 L q ptoo• N N N m M. 2 N 3 8 u) �p N mr IN i0 lr1 Y4 8 5 rw 8 N `° rn o 8- ti N N N vr882a822 chi HH�N rmim wNVV!!ww mlo`_ 8 %; 00 °N 1l0� § w 8 g r...- L- p tlrt rt r $1,661,572.201 31.539.705.001 51.627.366.201 'i i 10 06 W i7 r" N Obi r~' ....: O 1.1 N 1 t 1! a s 1� N m 6" p�� 1 7 m pp N 2 N 2 8 N w N N m 2 a i7 1F. w 47 N O p1 A g N N ir,, ihy m g NMN 1 ,. 0, , g 4.1 H 118 iN a s A N �p s M s} BID SUMMARY nco. Inc. Box 154 TX 78861 AMOUNT 394,560.00 353,900.00 soon nn 8. �Ympf N 88 O Yi f88 N0 N $ m N 1t8 1+ H pp$ !yyV N 8. W K 8 (gyp N 8 8 1,+ w 1 p8 1 N p8 11p7 iia pp8 p¢8 f0 Q N W Q88 p8 N O N w 88 4[� NNN'42232 $ a888$8 j 8 p 8 0 q pp 0 ![7 Vh! 8 S 2 8 a p8 p Iuu�lll 8 0 VRJ W a 1QWp1 0 r tNO N 4 .p� 47 N 8 N 5 w 5 u/ 8 H 8 Y7 8 (S(��7 d! 8 H 8 N 8$ a; 3125.00 31.500.00 8 8 8 N 117 N 8 8 pp 8 Ill g N 69 p8.888.88.8.8.8. § y w a 4 s§ w N N H Nw y 8 8 N 8. N N 8 N y. Ltd. Box 9908 risti, TX 78469 AMOUNT $153 069.00 3140.630.001 51.500.001 a e�i 88 g$ lC w p 8 N N p 8. 1+ H p 8 Yi p 8 IO YI (a Ol g p 1�8r 0 g 33,592.40 39,972.90 O 8 ° M N 2 8 pp8 i 8 4 w 8. O pp8 T g w w S8.$a$88$88 pp N O NNHNNNNNN p S T N 8 $81g 1227 8. 8 T w p p8 g N 8 S �" u► p 8 N A r p t A O M f4 N N N N 8. 88 w 8 N w 8 .1- 1y 88 fA pi 8 Y! I2 K 21F-.) N N 8 88 8 8. w ..7%-: 8 y8 N c't N T M Yl N N y8 Q M $ N $ 1. N ity U1ifty, Inc. t Tinker Ste. 100 tFo, TX 78226 AMOUNT 5100,942.80 3149,352.00 11.290.001 8 E M 8 m 8 g 8 m N S' pN 8 3 8. m N 8 N 321,811.00 $40,366.50 8 8 g i N H 8. 8 g N y 11,830.00 1940.00 888888888 5 H W g8§ggo2 w M N i N N w 8 g§ w 8 N r 8 § -i N 8 8 4 3 w a 0 IBASE BID PART A: WATER STREET FROM COOPERS ALLEY TO 8137 31,277,619.65 BASE BID PART 0: STAPLES STREET FROM LOUISIANE AVE. TO SIX POINTS 3994,634.60 RECOMMENDED FOR AWARD (TOTAL BASE BID PART A & PART 0) 32.272,254.25 8 [[8 N L 8 N 8 x H 8 g 8 N 8 H 58 H 8 8 vi N 8 8 .4. N 51,830.00 3235.00 88�88S8ap888{8 - N N Ifl N 4f N �p W l Y► 8 N �p 8y N 88 8 N 8 N g of ug ..1 g {� J J g 1� _1 g of 6 6 of uQl u6l of 6 6 m 6 Itl r N v - 0 4 N a r M $ N r r N t' N IQ r v N SIDEWALK ACCESSIBILITY IMPROVEM rAPLES ST. FROM LOUISIANA AVE. TO 5 WATER ST. FROM COOPERS ALLEY 1 Pro ect Nos. 6391 & 8443 DESCRIPTION Concrete Sidewalk 5" Conduit PVC Sch 40 4" Install Small Road sign Support & Assembly I 6 k<ma aw' - n a IPretab Pavement Markings Type A (W) (12') (Solid) (Crosswalk and Hatching) Prefab Pavement Markings Type A (W) (24 ") (Solid) (Crosswalk & Stop Line) Prefab Pavement Markings Type A (W) 118") Held Triangle) Elm Exl Pavement Markings & Markers (12 ") ay! m E 17041 Pavement Surface Prep for Markings (12') Pavement Surface Prep for Markings (24') Pavement Surface Prep for Markings (18") (Yield Triangle) Pedestrian Sign Sec (12") LED (2 Indications) wI back plate Traffic Signal Cable (Type A) (14 AWG) Install Roadside Flash Beacon Assembly (Solar Powered) Pedestrian Pole Assembly Relocate Pedestrian Detect (2" Push Button) Relocate Pedestrian Pole Assembly Replace Traffic Signal Ground Box Adiust Traffic Signal Ground Box Tree Removal4" to 12" Tree Removal 18" to 24" Tree Protection Sidewalk Drain w /Steel Cover Retrofit Detectable Warning Surf (Surf Applied) RE PM w1Ret Type II (W) (4') (Solid) (Channelization) g t c 2 S 64 Electrical Conductor (No. 8) Bare BID PART B (Items B-1 through B-51) 6 6 6 6 6 6 1 2th 6 o m ,',31. o 2c1-g2 11 w ID ID —308— EXHIBIT "C" Page 6 of 6 PROJECT BUDGET ADA SIDEWALK ACCESSIBILITY IMPROVEMENTS ALONG STAPLES STREET FROM LOUISIANA AVENUE TO SIX POINTS AND WATER STREET FROM COOPERS ALLEY TO IH 37 Project Nos. 6391 & 6443 October 26, 2010 FUNDS AVAILABLE: TxDOT $1,598,710.96 Bond 2004 $1,212,000.14 Total $2,810,711.10 FUNDS REQUIRED: Construction (IHS Construction, Inc.) $1,998,388.70 Contingencies 199,838.87 Consultant Fees: Consultant (Martinez, Guy and Maybik, Inc) $352,693.00 Estimated Testing $39,967.77 Reimbursements: Contract Administration (Contract Preparation /Award /Admin) $44,963.75 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt) 69,943.60 Construction Inspection 69,943.60 Finance Issuance 24,979.86 Misc. (Printing, Advertising, etc.) 9,991.94 TOTAL $2,810,711.10 ESTIMATED PROJECT BUDGET BALANCE ($0.00) EXHIBIT "D" Pape 1 of 1 File : \ Mproject \councilexhibitsjexh639lc.dwg San Patricia County NUECE'S BAY 4- 3 CORPUS CNATS27 B,Ay SIX POINTS LOUISIANA PKWY FM 2444 VICINITY MAP NOT TO SCALE PROJECT# 6391 EXHIBIT "E' ADA SIDEWALK ACCESSIBILITY IMPROVEMENTS ALONG STAPLES STREET FROM SIX POINTS TO LOUISIANA CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 2 DATE: 08-31-2070 -310- Fite : \M project \councilexhibits \exh6443c.dw9 San Patricio County N CORPS CORISI7 B..Y AGNES S OMB ROERNA1i0NAl AIRPORT PROJECT # 8443 VICINITY MAP NOT TO SCALE EXHIBIT 'E' ADA SIDEWALK ACCESSIBILITY IMPROVEMENTS ALONG WATER STREET FROM COOPERS ALLEY TO IH - -37 -311- CITY COUNCIL EXHIBIT CITY OF CORPUS CHRIST!, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 2 of 2 DATE: 08 -31 -2010 Page 1 of 2 ORDINANCE APPROPRIATING $1,598,710.96 OF ANTICIPATED REVENUES FROM THE TEXAS DEPARTMENT OF TRANSPORTATION IN THE NO. 3530 STREET CIP FUND FOR THE ADA SIDEWALK ACCESSIBILITY IMPROVEMENTS ALONG STAPLES STREET FROM LOUISIANA AVENUE TO SIX POINTS AND WATER STREET FROM COOPERS ALLEY TO IH 37 PROJECT; CHANGING THE FY 2010 CAPITAL IMPROVEMENT BUDGET ADOPTED BY ORDINANCE NO. 028449 TO INCREASE APPROPRIATIONS BY $1,598,710.96; AND DECLARING AN EMERGENCY BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. An amount of $1,598,710.96 of anticipated revenues from the Texas Department of Transportation in the No. 3530 Street CIP Fund is appropriated for the ADA Sidewalk Accessibility Improvements along Staples Street from Louisiana Avenue to Six Points and Water Street from Coopers Alley to IH 37 Project. SECTION 2. The FY 2010 Capital Improvement Budget adopted by Ordinance No. 028449 is changed to increase appropriations by $1,598,710.96. SECTION 3. Upon written request of the Mayor or five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the 26th day of October, 2010. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary APPROVED AS TO FORM: Veronica Ocanas Assistant City Attorney For City Attorney FINAL ORDINANCE 10 -5 -10 —312— Joe Adame Mayor EXHIBIT "F" Page 1 of 2 Page 2 of 2 Corpus Christi, Texas day of , 2010 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Joe Adame Mayor The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry R. Elizondo, Sr. Kevin Kieschnick Priscilla Leal John E. Marez Nelda Martinez Mark Scott FINAL ORDINANCE 10 -5 -10 -313— EXHIBIT "F" Page 2 of 2 Martinez, Guy& ittrybik, Inc. •CivMI /Sfivciura( Engineering & Land Surveying September 2, 2010 Ms. ,Jamie Pyle, R.P.L.S., P.E. City of Corpus Christi engineering Services 1201 Leopard Street Corpus Christi, Texas 78401 Re; ADA Sidewalk Accessibility Improvements Along Staples Street From Louisiana Street To Six Points; Water Street From Coopers Alley to IH 37 (Project No. 6391) Bid Tabulation and Recommendation Dear Ms. Pyle: Our office has reviewed the bid submissions that were received from prospective contractors for proposed improvements for the ADA Sidewalk Accessibility Improvements Along Staples Street From Leopard Street To Six Points and Water Street From Coopers Alley to IH 37. A full tabulation of each of the bids is included along with copies of bid proposal forms from all the Bidders. The required documentation as per Special Provision sections A -28, A -29, and A -30 from the lowest Bidder is also included with this letter. The bid tabulation sheet contained herewith has been organized in similar order as per the bid proposal form provided in the Bidding Documents for each part of the Project. In all, there were eight (8) bidders that submitted for this project. After careful examination of each of the bids, this office's recognizes IHS Construction, Inc. as the apparent lowest bidder submitting a base bid of $1,998,388.70 while Encino Landscape, Inc. and Ti -Zack Concrete, Inc. were the next two lowest bidders submitting base bids of $2,008,818.00 and $2,020,005.20, respectively. As such, this office recommends that a construction contract be awarded to HIS Construction, Inc. for the base bid amount; with the number of working days to complete all the base bid items being 225 working days, with liquidated damages of $800 per working day to be paid to the City if the work Is not completed within the specified period. It must be noted that HIS Construction, Inc. are still required to satisfy the pre - construction requirements of acquiring the necessary insurances and bonding for the Project as stated in the Construction Documents. 6000 S. Staples Street, Suite 207 • Corpus Chrlsii, Texas 78413 • (361) 814 -3070 • FAX (341) 991 -7970 2470 Gray Pals Drive. Suite 100 • Houston. Texas 77077 (281) 679-0333 • FAX (2811 479 -0330 -314— r EXHIBIT "G" Page 1 of 2 September 2, 2010 Ms. Jamie Pyle, R.P.L.S., P.E. Page 2 of 2 As always, the City reserves the right to reject any or all bids, to waive irregularities and to accept the bid which, in the City's opinion, is most advantageous to the City and in the best interest of the public. Sincerely, MARTINEZ, GUY & MAYBIK, INC. Ricardo Martinez, PE cc: Bid Tabulation Sheet. Special Provision Items A -28, A-29, and A -30 from HIS Construction, Inc. —3 1 5— EXHIBIT "G" Page 2 of 2 STATE OF TEXAS § COUNTY OF TRAVIS § CSJ # 0916 -35 -134 District # Corpus Christi District 16 ' Code Chart 64 #09800 Project: STP 2006 (288) MM CFDA #20.205 ADVANCE FUNDING AGREEMENT AMENDMENT #1 THIS AMENDMENT IS MADE BY AND BETWEEN the State of Texas, acting through the Texas Department of Transportation, hereinafter called the State, and the City of Corpus Christi, acting by and through its duly authorized officials, hereinafter called the Local Government. WITNESSETH WHEREAS, the State and the Local Government executed a contract on the 19th day of October 2005 to effectuate their agreement to undertake and complete a Transportation Enhancement generally described as the construction of Americans with Disabilities Act (ADA) accessible ramps at multiple locations; and, WHEREAS, it has become necessary to amend that contract to address modification to the project locations to include the downtown area; NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties hereto, the State and the Local Government do agree as follows: AGREEMENT Article 1. Description of Amended Items 1.) Article 4, Scope of Work of the original agreement is deleted in its entirety and replaced with the following: 'The scope of work for the Project, which is at the locations shown in Attachment B -1 page 1 and page 2, "Project Location Maps ", are described as construction of ADA accessible ramps at multiple locations on Staples Street from Six Points to Louisiana Parkway, and on Water Street from Coopers Ailey to Interstate Highway 37 downtown of Corpus Christi ". 2.) Article 9, Architectural and Engineering Services of the original agreement is deleted in its entirety and replaced with the following: "The Architectural and Engineering Services will be provided by the Local Government. The Local Government is responsible for performance of any required architectural or preliminary engineering work. The Local Government may review and comment-on the work as required to accomplish the public purposes of the Local Government. The State will cooperate fully with the Local Government in accomplishing these local public purposes to the degree permitted by State and Federal law. The Consultant Engineer hired by the Local Government shall sign, seal and date all appropriate engineering submissions to the State in accordance with the Texas Engineering Practice Act and the rules of the Texas Board of Professional Engineers. Should any resealing of the documents become necessary once the work has been sealed and accepted by the State, the State will notify the Consultant Engineer in writing of the possibility that a State Engineer, as a second Engineer may find it necessary to alter, complete, correct, revise and add to the work. if necessary the second Engineer will affix their seal to any work altered, completed, corrected, revised or added. The second Engineer will then become responsible for any alterations, additions or deletions to the original design including any effect or impacts of those changes on the original Engineer's design. The Local Government's Consultant Engineer shall comply with all applicable federal, state and local laws, statues, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of the preparation of the PS &E and general notes. The Local Government's Consultant Engineer shall save harmless the State and it's employees of all claims and liability due to activities of itself, it's agents or employees, and work performed under the Local Government's contract with the AFA— AFA_Amend Paget 4t4 CSJ # 0916 -35 -134 District # Corpus Christi District 16 Code Chart 64 #09800 Project: STP 2006 (288) MM CFDA # 20.205 Consultant Engineer that prepared the PS &E and general notes for this Project which are caused by or result from error, omission or negligent act of the Consulting Firm hired by the Local Government, it's agents or employees ". 3.) Article 10, Construction Responsibilities, Item c, of the original agreement is deleted in its entirety and replaced with the following: "Ali contract change order review and approval procedures must be approved by the State prior to start of construction. The Local Government will be responsible for any contractor claims that are the result of any delays that may be incurred by the contractor ". 4.) Article 12, Local Project Sources and Uses of Funds of the original agreement is deleted in its entirety and replaced with the following: "Local Project Sources and Uses of Funds a. Project Cost Estimate: A Project Cost Estimate is provided in Attachment C. The State and the Federal Government will not reimburse the Local Government for any work performed before the issuance of a formal Letter of Authority by the Federal Highway Administration. The Local Government is responsible for 100% of the cost of any work performed under its direction or control before the federal Letter of Authority is formally issued. If the Local Government will perform any work under this contract for which reimbursement will be provided by or through the State, the Local Government must complete training before a letter of authority is issued. Training is complete when at least one individual who is working actively and directly on the Project successfully completes and receives a certificate for the course entitled Local Government Project Procedures Qualification for the Texas Department of Transportation. The Local Government shall provide the certificate of qualification to the State. The individual who receives the training certificate may be an employee of the Local Government or an employee of a firm that has b,een contracted by the Local Government to perform oversight of the Project. The State in its discretion may deny reimbursement if the Local Government has not designated a qualified individual to oversee the Project. b. A Source of Funds estimate is also provided in Attachment C. Attachment C shows the percentage and absolute dollar amount to be contributed to the project by federal, state, and local sources. c. The Local Government is responsible for all non - federal and non -state funding, including all project cost overruns, unless otherwise provided for in this Agreement or through amendment of this agreement. d. The State will be responsible for securing the federal share of funding required for the development and construction of the Project, in an amount not to exceed eighty percent (80 %) of the actual cost of the work up to the amount of funds approved for the Project by the Texas Transportation Commission. Federal funds will be reimbursed on a cost basis. Project costs incurred prior to Project selection by the Texas Transportation Commission and approval by the State to proceed are not eligible for reimbursement. Following execution of this Agreement, but prior to the performance of any review work by the State, the Local Government will remit a check or warrant made payable to the "Texas Department of Transportation" to cover administrative expenses and /or the estimated cost for the State's review of the preliminary plans, specification, and engineering (PS &E) work. The Local Government shall advance to the State upon execution of this agreement, a check or warrant made payable to the "Texas Department of Transportation" in the amount of $93,200.00 to cover assistance in the processing of the environmental assessment and reviewing the construction plans. In addition, the City shall submit 45 days prior to the project letting a check for the remaining balance. This amount collected will be utilized to process the engineering construction plans and construct the project. The maximum Federal Funds available for this project is $1,900,800.00. e. In the event that the State determines that additional funding by the Local Government is required at any time during the Project, the State will notify the Local Government in writing. The Local Government shall make payment to the State within thirty (30) days from receipt of the State's written notification. AFA-AFA_Amend Page -t 9f/ 4 F EXHIBIT "H" I Page 3 of 4 CSJ # 0916- 35434 District # Corpus Christi District 16 Code Chart 64 #09800 Project: STP 2006 (288) MM CFDA # 20.205 f. Whenever funds are paid by the Local Government to the State under this Agreement, the Local Government shall remit a check or warrant made payable to the "Texas Department of Transportation Trust Fund." The check or warrant shall be deposited by the State in an escrow account to be managed by the State. Funds in the escrow account may only be applied by the State to the Project. If, after final Project accounting, excess funds remain in the escrow account, those funds may be applied by the State to the Local Government's contractual obligations to the State under another advance funding agreement. g. If any existing or future local ordinances, commissioners court orders, rules, policies, or other directives, including but not limited to outdoor advertising billboards and storm water drainage facility requirements, are more restrictive than State or Federal Regulations, or if any other locally proposed changes, including but not limited to plats or replats, result in increased costs, then any increased costs associated with the ordinances or changes will be paid by the local government. h. The cost of providing right of way acquired by the State shall mean the total expenses in acquiring the property interests either through negotiations or eminent domain proceedings, including but not limited to expenses related to relocation, removal, and adjustment of eligible utilities. i. The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the contract or indirectly through a subcontract under the contract. Acceptance of funds directly under the contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Any entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. j. Whenever American Recovery and Reinvestment Act of 2009 ARRA funds are used' and the Local Government is performing any work, either directl•or through a contractor, it must comply with the following provisions. If a Local Government is receiving ARRA funds, but is not performing any work, the following provisions apply, if appropriate, and to the extent necessary to comply with ARRA regulations. In accordance with Section 902 of the ARRA, should this agreement involve the expenditure of ARRA funds, then the U.S. Comptroller General and its representatives shall have the authority to: a. examine any records of the contractor or any of its subcontractors, or any State or local agency administering such contract, that directly pertain to, and involve transactions relating to the contract or subcontract; and b. interview any officer or employee of the contractor or any of its subcontractors, or any State or local agency administering the contract regarding such contracts. Nothing in the section previously mentioned shall be Interpreted to limit or restrict in any way the existing authority of the Comptroller General. lri accordance with Section 1515(a) of the ARRA, with respect to each contract or grant awarded using covered funds, any representative of an appropriate inspector general appointed under Section 3 or 8G of the Inspector General Act of 1978 (5 U.S.C. App.), is authorized: a. to examine any records of the contractor or grantee, any of its subcontractors or subgrantees, or any State or local agency administering such contract that pertain to and Involve transactions relating to the contract, subcontract, grant, or subgrant; and b. to interview any officer or employee of the contractor, grantee or subgrantee, or agency regarding such transactions. Section 1515(b) further provides that nothing in the section previously mentioned shall be interpreted to limit or restrict in any way the existing authority of an inspector general. The ARRA requires that the Contractor report monthly employment Information for its firm as well as that of all of its subcontractors. The Contractor, similarly, shall include this reporting requirement in all AFA --AFA Amend Page_ §p4 CSJ ## 0916 - 35.134 District # Corpus Christi District 16 Code Chart 64 #09800 Project: STP 2006 (288) MM CFDA # 20.205 of its subcontracts. Failing to include the requirement in agreements with subcontractors, can serve as grounds for contract termination. Form FHWA -1589, Monthly Employment Report, promulgated by the Federal Highway Administration (FHWA), captures the necessary monthly employment information and shall be submitted by the Contractor on a regular basis to the LG (Local Government). It is the responsibility of the LG to obtain this form from the prime Contractor and any subcontractors and, the LG shall verify the accuracy, completeness, and reasonableness of the data contained in the form. The LG shall ensure that this form is submitted by the LG to the State according to the policies and at the direction of the State. In order to meet any other FHWA and ARRA reporting requirements, the LG shall provide to the State all information requested by the State, including data or information in possession of contractors and subcontractors for completing other necessary reporting forms, and the information shall be submitted in the manner required and according to all. due dates as set by the State. k. Whenever funds from the American Recovery and Reinvestment Act of 2009 (ARRA) are distributed to a Local Government, the Local Government must complete its Schedule of Expenditures of Federal Awards (SEFA) and the Data Collection Form (SF-SAC), as required by OMB Circular A -133, and separately identify any ARRA expenditures for Federal Awards. I. Payment under this contract beyond the end of the current fiscal biennium is subject to availability of appropriated funds. If funds are not appropriated, this contract shall be terminated immediately with no liability to either party ". 5.) Attachment C, Project Budget Estimate and Sources of Funds, of the original agreement is deleted in its entirety and replaced with Attachment C -1, Project Budget Estimate and Sources of Funds, attached hereto. 6.) Attachment B, Project Location Map, of the original agreement is deleted in its entirety and replaced with Attachment B -1, Project Location Map, attached hereto. All other provisions of the original contract are unchanged and remain in full force and effect. Article 2, Signatory Warranty The signatories to this amendment warrant that each has the authority to enter into this agreement on behalf of the organization they represent. IN WITNESS WHEREOF, THE STATE AND THE LOCAL GOVERNMENT have executed duplicate counterparts to effectuate this agreement. THE LOCAL GOVERNMENT By: C AM OIr C'.J.)r pug �hr ►•s-f,' terfle of Local Government Z Signature J , £ 10C..r Ammo* 41 toWilton Printed Name Veronica Manes Assistant City Attorney fur AF city AFA Amend ,1 1.061) Date THE STATE OF TEXAS Executed for the Executive Director and approved for the Texas Transportation Commission for the purpose and effect of activating and/or carrying out the orders, established policies or work programs heretofore approved and authorized by the Texas Tr- Rsportation C. mission. Or Janice fdrriiirfew frit4 Ieng)C Director of Contract Services Texas Department of Transportation „ejt, Date A00-7 Page_43 cpfg Page 1 of 2 ORDINANCE APPROPRIATING $1,598,710.96 OF ANTICIPATED REVENUES FROM THE TEXAS DEPARTMENT OF TRANSPORTATION IN FUND NO. 3530 FOR THE ADA SIDEWALK ACCESSIBILITY IMPROVEMENTS ALONG STAPLES STREET FROM LOUISIANA AVENUE TO SIX POINTS AND WATER STREET FROM COOPERS ALLEY TO IH 37 PROJECT; CHANGING THE FY 2010 CAPITAL IMPROVEMENT BUDGET ADOPTED BY ORDINANCE NO. 028449 TO INCREASE APPROPRIATIONS BY $1,598,710.96; AND DECLARING AN EMERGENCY BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. An amount of $1,598,710.96 of anticipated revenues from the Texas Department of Transportation is appropriated in Fund No. 3530 for the ADA Sidewalk Accessibility Improvements along Staples Street from Louisiana Avenue to Six Points and Water Street from Coopers Alley to I.H. 37 Project. SECTION 2. The FY 2010 Capital Improvement Budget adopted by Ordinance No. 028449 is changed to increase appropriations by $1,598,710.96. SECTION 3. Upon written request of the Mayor or five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the 26th day of October, 2010. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary ARPROVED AS TO EFORM -01- Oct -10 \\ V/ it; IN ' Veronica Ocanas Assistant City Attorney For City Attorney 102610 ORD App $1,598,714.96 ADA Staples —320— Joe Adame Mayor Page 2 of 2 Corpus Christi, Texas day of , 2010 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: Ilwe, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Joe Adame Mayor The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry R. Elizondo, Sr. Kevin Kieschnick Priscilla Leal John E. Marez Nelda Martinez Mark Scott 102610 ORD App $1,598,710.96 ADA Staples —321— 19 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: October 26, 2010 AGENDA ITEM: A. Ordinance amending Sections 36 -8 and 36 -10, Code of Ordinances, City of Corpus Christi, to prohibit camping on the Beach, known as either "Corpus Christi Beach" or "North Beach," located on land leased from the General Land Office, and establishing a curfew on portions of "Corpus Christi Beach" or "North Beach" that are adjacent to residential properties; providing for penalties; providing for severance; and providing for publication. 8. Ordinance amending Section 36 -8(c), Code of Ordinance, City of Corpus Christi, by deleting paragraph (1), which authorized camping in designated areas of Corpus Christi Beach Park and making a few editorial corrections; providing for penalties; providing for severance; and providing for publication. ISSUE: In May 2010 the Corpus Christi Beach Task Force (CCBTF) requested the City of Corpus Christi consider establishing a curfew on Corpus Christi Beach. The beach, though maintained by the Parks and Recreation Department (PARD), is not a City Park, and is not subject to the same curfew and ban on camping as in most parks. The beach is property subject to a Coastal Lease No. CL 840004 with the General Land Office (GLO), which limits the restrictions the City can place on users of the area. The Police Department has indicated that addressing crime in the area is hindered by the lack of curfew and ban on camping on the beach. The General Land Office has granted an amendment to the Lease, approving the establishment of a curfew on the portion of Corpus Christi Beach north of the Breakers extending to the finger groin on the northern end of the beach on Corpus Christi Beach. REQUIRED COUNCIL ACTION: City Council approval is required to establish a curfew on Corpus Christi Beach and bans on camping on Corpus Christi Beach. PREVIOUS COUNCIL ACTION: none CONCLUSION AND RECOMMENDATION: Staff recommends City Council approve the proposed ordinances. Michael Morris, Director Parks and Recreation Department michaelmo @cctexas.com (361) 826 -3463 Attachments: Background Survey of proposed boundaries for Corpus Christi Beach Curfew Approval Letter from General Land Office -325- BACKGROUND INFORMATION During several Corpus Christi Beach Task Force (CCBTF) meetings, crime along the beach was a major focus of discussion during spring 2010. Late night beach goers often congregate at the northern area of the beach to have parties, generally becoming a public nuisance and disturbing the residents in the area. During these discussions, representatives from the Police Department indicated they had difficulty curbing crime along Corpus Christi Beach because there was not an established curfew or ban on camping in the area. The Legal Department determined that the beach was not a City park, and the existing park curfew and ban on camping did not apply. In addition, establishing a curfew on the beach, which would exclude the public from the beach during limited hours, required an amendment to the City's Coastal Lease No. CL 840004 with the General Land Office (GLO), which provides that "members of the public may not be excluded from the property covered by the lease ". In June 2010, city staff solicited input from Corpus Christi Beach residents via survey to determine the hours of the proposed curfew, as well as the boundaries along the beach where the curfew would be applied. Surveys were disseminated via email to CCBTF members and to Corpus Christi Beach Homeowner Association members via email and newsletter. Seventeen surveys were completed and returned and the Parks and Recreation Department fielded numerous phone calls regarding the issue. The results of the survey and comments received indicated that most residents of Corpus Christi Beach felt a curfew was necessary, but managers of commercial properties (hotels, condos, etc.) felt it might hamper their business. As a result, staff proposed requesting an amendment to the GLO lease that would establish a curfew on the northern, predominately residential area of Corpus Christi Beach beginning north of the Villa Del Sol and extending to the finger groin. A request to amend the lease was submitted to the GLO in July 2010, and approval was granted to pursue the curfew and bans on alcohol and camping in September 2010. -326- Corpus Christi Beach #90015 — Curfew Area (Revised) STATE OF TEXAS COUNTY OF NUECES BEING a tract of land containing 18 Acres of land more of less out of a portion of Corpus Christi Beach located in. Corpus Christi, Nueces County, Texas. This 18 Acre Tract being more particularly described by metes and bounds as follows: BEGINNING at a Point at the Southerly corner of Block A of the Brooklyn Addition as recorded in Volume 23, Page 14 of the Map Records of Nueces County, Texas; THENCE N32 °E along the southeasterly boundary line of said Block B and Blocks 18 -- 23 and Block 385 of said Brooklyn Addition as recorded in Volume A, Page 32 of the Map Records of Nueces County, Texas„ a distance of 2,850' to a Point on the southerly corner of Block 387 of said Brooklyn Addition, being northwest corner of this tract; THENCE southeasterly parallel to the existing Jetty, a distance of 400' more or Tess to a Point which is on the extension of the Low water line to the south, being the northeast corner of this tract; THENCE southwesterly meandering with said low water Tine, a distance of 2,870' more or less to a Point on the southeasterly extension of said Block A, being southeast corner of this tract; THENCE N58 °W crossing Corpus Christi Beach a distance of 190' more or Tess to the POINT AND PLACE OF BEGINNING and containing 18 Acres of land more or Tess. Bearing is with reference to plat of the Brooklyn Addition recorded in Volume A, Page 32 of the Map Records of Nueces County, Texas. CITY of CORPUS CHRISTI, TEXAS Department of Engineering Services Survey Division — 361- 826 -3500 Date: 08 -30 -10 Drawn by R. OCHS Checked 8y O. NESMITH Pro ect: 90015 file: \LAND PROJECTS 3\ 90015\0WG\ N8EACH 1. DWG SHEET 1 OF 1 SKETCH SHOWING PROPOSED CURFEW AREA FOR CORPUS CHRISTI BEACH (AKA NORTH BEACH) TO ACCOMPANY FIELD NOTES. -328- TEXAS GENERAL LAND OFFICE AMENDWNT NO.. 1 COASTAL LEASE NO. C1-7840004 STATE OF TEXAS KNOW ALL 1V1EN BY •THESE PRESENTS: COUNTY OF NUECES HREAS; by Coastal Lease No. CL840004, effective July 17, 1904; (the "Agreetnentr:), the :State of Texas (the "Lessee), acting by and through the Commissioner :of the Generai Land Office (the"-GLO"): as Chairman -of the School Land Board (the Board) on .behalf of the Permanent School NO (the PSF'), granted to City of Corpus -Christi Ole "Lessee"), the right to use a tract of state-owned real property located in Nueces County, Texas (the "Premises"),-which property IS more particularly described on Attachinerits to the Agreement and NMEREAS, thetesSorand theLessee desire tt5 aniend the.Agreoinerit; NOW, THEREFORE, in consideration a the Lessees comirtried use of the Premises and other go�d and valuable totiSidetatiOn„ the receipt and sufficiency of which is hereby acknowledged, the parties: agree to amend and modify the Agreement as follows 1, . Section • 10 related to Special Conditions shall be amended to include the folloWing prevision; * Notwithstancring the foregoing; Lessee may with Written notice to LOssor, adopt and enforce reasonable limitations on the time and manner of use of the Premises, including but not limited to a curfew, to address public health and safety concerns at the PrerniSes._ _Lessee :shall provide Lessor written notice of intent to adopt and implement such limitations or to make changes thereto at least Sixty (60) days prior to adOption. Within ton (10) days Of receipt-of the notice, Lessor May request a reasoned justificatidn for the proposed limitations. 2. Except as amended and modified by this Ainenclineig, the terms and conditions of the Agreement, as amended, shall remain in full force and effect. Cpstio64 cqnaot finienclthept.li.dap itheinomjs cusrostaa in! cOaaboasSt 3. This Amendment Agreement shall be effective IN TESTIMONY ONY WHE OF, •witness : my 'hod and the Seal of Office. GRANTOR: GRANTEE:: THE STATE TEXAS City of Corpus Christi :By: By;. JERRY E s p SQN CQx ussLoner, Oeneral :land Office Chairman* School Land Board Dater APPROVED: .:..:....: Contents: Legal :...' Deputy: Executive: STATE OF § COUNTY OF § (Printed Nanme) '('Title) Date: ACKNOWLEDGMENT This insiximent was acknowledged before me on the day of , .20, by (Granfee rc: prz :Ne i4iti „qgning .1hi,.;t1 }camcnr) 14`(3Ii7I' Stamp, Notary Public, State of My conunission expires: Information: cpliected liy eiectroni c 'nail and by ivebjorm is subject: to the Public Informuxion.Act. Chapter 552 Government Code. GL84U0Q4 c[mtcaC= amendment p.doc v.4.O minas 2 -330 -- CUSTOMER m: coonnoOssi 1 Page 1 of 4 ORDINANCE AMENDING SECTIONS 36 -8 AND 36 -10, CODE OF ORDINANCES, CITY OF CORPUS CHRISTI, TO PROHIBIT CAMPING ON THE BEACH, KNOWN AS EITHER "CORPUS CHRISTI BEACH" OR "NORTH BEACH," LOCATED ON LAND LEASED FROM THE GENERAL LAND OFFICE, AND ESTABLISHING A CURFEW ON PORTIONS OF "CORPUS CHRISTI BEACH" OR "NORTH BEACH" THAT ARE ADJACENT TO RESIDENTIAL PROPERTIES; PROVIDING FOR PENALTIES; PROVIDING FOR SEVERANCE; AND PROVIDING FOR PUBLICATION. WHEREAS, the beach, known as either "Corpus Christi Beach " or "North Beach," which is located on land that is leased from the General Land Office, is being used as a campground by the homeless and visitors to the City; WHEREAS, the beach does not have the appropriate public facilities to support camping; WHEREAS, camping is generally restricted in City parks and other similar public locations throughout the City; WHEREAS, some beachgoers congregate on portions of the beach adjacent to private homes and residential condominiums late at night and during the early morning, and disturb the sleep of the local residents and generally are a public nuisance; WHEREAS, curfews have been established in City parks and other similar public locations throughout the City to provide for the peaceful enjoyment of adjacent neighborhoods; WHEREAS, the neighborhood adjacent to the beach has experienced in increase in crimes against property, individuals, and the good public order, due to the use of the beach by the homeless and by beachgoers, who use the beach late at night and during the early morning hours; and WHEREAS, the adoption of a curfew and prohibition on camping on the beach should reduce crime on the beach at nights and in the adjacent neighborhood; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Section 36- 8(a)(5) is revised to read as follows: "Sec. 36-8. Regulation of camping and other activities in certain parks and public areas. "(a) Definitions. CC BEACH CURFEW ORD W -0 ALCOHOL 09302010 —331— "(5) Corpus Christi * * * Page 2 of 4 Beach: The beach located on land leased from the Texas General Land Office, known as "Corpus Christi Beach" or "North Beach," including the adiacent Corpus Christi Beach Beachwalk. SECTION 2. Section 36 -10, Code of Ordinances, is amended by adding new subsections (d), (e), and (f) to read as follows: "Sec. 36 -10. Curfew; alcoholic beverages. * * * "(d) Between midnight and 5:00 a.m., no person may enter or be present on the following portions of the beach located on land leased from the Texas General Land Office, known as "Corpus Christi Beach" or "North Beach," including any adiacent portions of the Corpus Christi Beach Beachwalk and adjacent parking lots: "BEING a tract of and containing 18 acres of land more of less out of a portion of Corpus Christi Beach, located in Corpus Christi, Nueces County, Texas. This 18 acre tract being more particularly described by metes and bounds as follows: "BEGINNING at a point at the southerly corner of Biock A of the Brooklyn Addition as recorded in Volume 23, Page 14 of the Map Records of Nueces County, Texas., "THENCE N32 °E along the southeasterly boundary line of said Block B and Blocks 18 — 23 and Block 385 of said Brooklyn Addition as recorded in Volume A, Page 32 of the Map Records of Nueces County, Texas, a distance of 2,850' to a point on the southerly corner of Biock 387 of said Brooklyn Addition, being northwest corner of this tract; "THENCE southeasterly parallel to the existing lefty, a distance of 400' more or less to a point which is on the extension of the low water line to the south, being the northeast corner of this tract: "THENCE southwesterly meandering with said low water line, a distance of 2,870' more or less to a point on the southeasterly extension of said Block A, being southeast corner of this tract; "THENCE N58 °W crossing Corpus Christi Beach a distance of 190' more or less to the point and place of beginning and containing 18 Acres of land more or less. CC BEACH CURFEW ORD W-O ALCOHOL 09302010 —332— 1 Page 3 of 4 "Bearing is with reference to plat of the Brooklyn Addition recorded in Volume A, Page 32 of the Map Records of Nueces County, Texas. "(e) The portion of beach that is restricted by the curfew shall be clearly marked with signs advising that the beach is closed between midnight and 5:00 a.m. The signs must be posted at the northern and southern limits of the restricted beach and at the point where each City street intersects with the beach. "(f) The restrictions in subsection (d) of this section do not apply to a city employee in performance of the employee's duties, a person permitted to engage in leisure and recreational activities who has been issued a permit for the activities at those hours by the Director of Parks and Recreation department, or a person fishing on the groin into Corpus Christi Bay located at the northern end of the beach on land leased from the Texas General Land Office, who has proof that the person has a valid Texas Parks and Wildlife fishing license or that the person is exempt from that license requirement." SECTION 3. A violation of this ordinance or requirements implemented under this ordinance constitutes an offense punishable under Section 1 -6 of the City Code of Ordinances. SECTION 4. If for any reason any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance be given full force and effect for its purpose. SECTION 5. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. CC BEACH CURFEW ORD W -O ALCOHOL 09302010 —333— Page 4 of 4 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2010, by the following vote: Joe Adame Priscilla Leal Chris N. Adler John E. Marez Brent Chesney Nelda Martinez Larry R. Elizondo, Sr. Mark Scott Kevin Kieschnick That the foregoing ordinance was read for the second time and passed finally on this the day of , 2010, by the following vote: Joe Adame Priscilla Leal Chris N. Adler John E. Marez Brent Chesney Nelda Martinez Larry R. Elizondo, Sr. Mark Scott Kevin Kieschnick PASSED AND APPROVED, this day of , 2010. ATTEST: Armando Chapa Joe Adame City Secretary Mayor APPROVED: the 15th day of October, 2010: R. ay,F7eining First Assistant City Attorney For City Attorney CC BEACH CURFEW ORD W -O ALCOHOL 09302010 —334— Page 1 of 3 ORDINANCE AMENDING SECTION 36 -8(c), CODE OF ORDINANCES, CITY OF CORPUS CHRISTI, BY DELETING PARAGRAPH (1), WHICH AUTHORIZED CAMPING IN DESIGNATED AREAS OF CORPUS CHRISTI BEACH PARK AND MAKING A FEW EDITORIAL CORRECTIONS; PROVIDING FOR PENALTIES; PROVIDING FOR SEVERANCE; AND PROVIDING FOR PUBLICATION. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Section 36 -8(c), Code of Ordinances, is amended by deleting paragraph (1) and renumbering the remaining paragraphs. "Sec. 36 -8. Regulation of camping and other activities in certain parks and public areas. * "(c) Exceptions. The following exceptions are created to the prohibition in subdivision (b): "(1) us Christi Beach Park located at tho "(2) A person may camp overnight in the municipal parking lot adjacent to the Bayfront a#$ -Arts and Science Park, provided that the person is in a self - contained camping vehicle and is using the premises in conjunction with a lease of any such facilities. "()j A person may camp at e i^en Rive' Labonte Park for a period not to exceed three (3) consecutive days, nor to exceed six (6) total days in any calendar month. One (1) extension of three (3) consecutive days to the original three -day period may be granted by the director. 1440_1 A person may camp at the John F. Kennedy Memorial Causeway Recreation Area for a period not to exceed three (3) consecutive days, nor to exceed six (6) total days in any calendar month." SECTION 2. A violation of this ordinance or requirements implemented under this ordinance constitutes an offense punishable under Section 1 -6 of the City Code of Ordinances. CORPUS CHRISTI BEACH PARK CAMPING ORD 09292010.D0C -335- Page 2 of 3 SECTION 3. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision of this ordinance be given full force and effect for its purpose. SECTION 4. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. CORPUS CHRISTI BEACH PARK CAMPING ORD 09292010.DOC —336— Page 3 of 3 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2010, by the following vote: 'Joe Adame Priscilla Leal Chris N. Adler John E. Marez • Brent Chesney Nelda Martinez Larry R. Elizondo, Sr. Mark Scott Kevin Kieschnick That the foregoing ordinance was read for the second time and passed finally on this the day of , 2010, by the following vote: Joe Adame Priscilla Leal Chris N. Adler John E. Marez Brent Chesney Nelda Martinez Larry R. Elizondo, Sr. _ Mark Scott Kevin Kieschnick PASSED AND APPROVED, this the day of , 2010. ATTEST: Armando Chapa Joe Adame City Secretary Mayor APPROVED: .3.9 day of —52�49fe&n Ie' , 2010: R. Rning ttorne First Assistant City y For City Attorney CORPUS CHRISTI BEACH PARK CAMPING ORD 09292010.DOC —337— CO ro 20 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: October 26, 2010 AGENDA ITEM: AMENDING SECTION 3 -1 OF CHAPTER 3 OF THE CODE OF ORDINANCES, ENTITLED `PUTTING UP PLACARDS, ETC., IN PUBLIC PLACES, BY REVISING THE SECTION TO UPDATE THE LANGUAGE, INCLUDE PRESUMPTIONS AS TO THE PERSON THAT PLACED THE SIGN, AND TO BROADEN THE EXCEPTIONS FROM PROSECUTION STATED IN THE SECTION; PROVIDING FOR SEVERANCE; PROVIDING FOR PENALTIES; AND PROVIDING FOR PUBLICATION. ISSUE: Historically the Code Enforcement Division of the Neighborhood Services Department has been unable to issue citations to violators of this ordinance unless there is a specific witness to the act or a Code Enforcement officer is a witness to the act. The amendment to this ordinance will allow an official ofthe City of Corpus Christi to issues a citation with the additional language that now includes the "presumption as to the person that placed the sign." REQUIRED COUNCIL ACTION: Adoption ofthe amendment to Section 3 -1 of Chapter 3 ofthe Code of Ordinances. PREVIOUS COUNCIL ACTION: N/A CONCLUSION AND RECOMMENDATION: Staff recommends approval to the amendment of Section 3 -1 of Chapter 3 of the Code of Ordinances; Advertising. Eddie Ortega Neighborhood Services Director Eddieo @.cctexas.coin 361.826.3234 AN ORDINANCE AMENDING SECTION 3 -1 OF CHAPTER 3 OF THE CODE OF ORDINANCES, ENTITLED "PUTTING UP PLACARDS, ETC., IN PUBLIC PLACES, BY REVISING THE SECTION TO UPDATE THE LANGUAGE, INCLUDE PRESUMPTIONS AS TO THE PERSON THAT PLACED THE SIGN, AND TO BROADEN THE EXCEPTIONS FROM PROSECUTION STATED IN THE SECTION; PROVIDING FOR SEVERANCE; PROVIDING FOR PENALTIES; AND PROVIDING FOR PUBLICATION. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Section 3 -1, of Chapter 3, of the City of Corpus Christi's Code of Ordinances, entitled "Putting up placards, etc., in public places," is amended by revising the section to update the language, include rebuttable presumptions as to the person that placed the sign, and broaden the exceptions from prosecution stated in the section, to read as follows: "Sec. 3 -1. Putting up placards, etc., in public places. "wit shall be unlawful for any person to fasten, tack, nail, tie, glue, paste or maintain any placard, poster, banner or any other material anywhere within a city right -of -way or easement or on the streets, sidewalks, curbs, gutters, signal light posts or bases, street light posts or bases, telephone for electric posts, or traffic control or official signage in the city or to cause the same to be done. "(b) It is presumed, in a prosecution of a violation of this section, unless proved otherwise by the person charged, that the person who fastened, tacked, nailed, tied, glued, pasted, or maintained the illegally placed placard, poster, banner, or other material is: (i) the occupant of the real property for the physical address that appears on the material and in the utility records for the address: (ii) the person responsible for the telephone account for the phone number that appears on the material: or (iii) the person responsible for the website account for the Internet address that appears on the material. "(c) This section shall does not apply to any officer or official of the city, the state, or the United States who may place upon such objects, lay-tying and - safety by tying with strings, ties or otherwise securing, any placards, posters, banners or other materials in the interest of public health and safety. "(d) This section does not apply to any person that has a permit from the city under another provision of this Code to place or hang the placard, poster. banner or other material. SECTION 2. lf, for any reason, any word, phrase, clause, paragraph, subdivision, or section of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it does not affect any other word, phrase, clause, paragraph, subdivision, or section, for it is the definite intent of the City Council that every word, phrase, clause, paragraph, subdivision, or section of this ordinance be given full force and effect for its purpose. SECTION 3. A violation of this ordinance constitutes an offense, punishable as provided in Sections 1 -6 and 1 -6.1 of the City's Code of Ordinances. SECTION 4. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. Page 2 The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2010, by the following vote: Joe Adame Priscilla G. Leal Chris N. Adler John E. Marez Brent Chesney Nelda Martinez Larry Elizondo, Sr. Mark Scott Kevin Kieschnick The foregoing ordinance was read for the second time and passed to its final reading on this the day of , 2010, by the following vote: Joe Adame Priscilla G. Leal Chris N. Adler John E. Marez Brent Chesney Nelda Martinez Larry Elizondo, Sr. Mark Scott Kevin Kieschnick PASSED AND APPROVED this day of , 2010. ATTEST: Armando Chapa Joe Adame City Secretary Mayor APPROVED as to form: October 18, 2010 Elizab. ' R. Hundley Assis t City Attorney for the City Attorney Page 3 21 CITY COUNCIL AGENDA MEMORANDUM PRESENTATION AGENDA ITEM: PRESENTATION ON PROPOSED JOINT ARTIFICIAL REEFING PROJECT BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS PARKS & WILDLIFE, AND SALTWATER - FISHERIES ENHANCEMENT ASSOCIATION (SEA) STAFF PRESENTER(S): Name Title /Position 1. Rudy D. Garza Director OUTSIDE PRESENTER(S): Department Intergovernmental Relations Name Title /Position Organization 1. Dale Shively Coordinator Artificial Reef Program 2. Mike Hurst Member SEA BACKGROUND: In 2009, City Council expressed an interest in pursuing the possibility of a joint project with Texas Parks & Wildlife (TPW) on a reefing project for a ship, based on research done on this issue in the past. On October 20, 2009, Texas Parks & Wildlife made a presentation to Council regarding the difficulties with a ship reef off the coast of Padre Island due to the water depths required for such a project. Since that presentation, city staff has been working with TPW & SEA on a project that would fit the geographic profile of the gulf waters off of Padre Island. This presentation will outline a proposed project for Corpus Christi, including the responsibilities of each party and determine if Council is interested in pursuing this project going forward. REQUIRED COUNCIL ACTION: No Council action will be required today, but future action would include a lease of 2 acres of land to store reefing material for an offshore reef to be created in the future in Stat - e, -s wJ . / "£ udy D. r- a Intergov nmenta rudyga ©cctexas.co 361 - 826 -3082 PowerPoint Supplemental Information Relati -363- ns Director L a) •L CL O o • d • QG) EL2 t 2 Z • Texas Parks and Wildlife Department Coastal Fisheries Division — Artificial Reef Program J. Dale Shively — Program Leader 26 OCTOBER 2010 U) 0 C N N U) U) U) o CO O W To U C U) CO W Q • CO > O U) N co O O .O U) Q E c�5 O co N the lack of bottom easements ri IV U) U _O ^Q W C) Co L 0 N O N (o '4= ai riTh Iii i r. ceu- IL•!1411 C O 2 a) 7 N c U as OU O 72 L 4- • L W 73' la -C Q c E • co snips w as somz • . = c Q .� o o c E a) " 141 :tap luunl Op 1 11111I ►' Itaut•1'L '.Ii•7u 0 U i) U L N co co To (CF)3� r �r ID O Q c .- ^© W Z • Substrate information from a) E the usSEABED se lotted in the area under consideration. O ai -0 C O N ca c c a) c Q • a) O E L- a) U 7 (1 L c CO 0 L a) • Cl) Q • Additional OCS blocks were added due to there qualities. • MU794 still had a few Co E u) U)U) 0- a) o southernmost OCS onsideration E 2 4_ a) a) Co E 4= 0a) Co U) D a) a) D U) 0 0 _CD 0 cr, E a) a) H • (N a) 2 00 r- 2 to) N- D 2 (T) ca 41= -0 214-' U) a) U) 4a7) a) Co U) La5 distance was considered too 0 A �� L U 0 U • Divers traveled for five a) o_ E 0 c Ci3 c (13 -0 cm 0 0_ (0 0 = E (0., a) Zoi .(;) O-'- Ec E • Divers covered from 0.2 — 0.7 nautical miles underwater in this manner. 0 (/) 0 E 0 TT; 0 I z ij for the reef site. learance restrictions e C Next Phase: • Recommendation from C U) cr a) 0 U) E 0 U) EL • to US Coast Guard. E/2 4- 0 D 0 (n W 06 ce 4 a WILDLIFE