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HomeMy WebLinkAboutAgenda Packet City Council - 06/17/2014 Corpus Christi 1201 Leopard Street d 7s ° p Corpus Christi,TX 78401 . f j tI „N cctexas.com V �y� J 41 u ply � xF Meeting Agenda - Final olltukllffl ""o City Council Tuesday,June 17, 2014 11:30 AM Council Chambers Public Notice --THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. Members of the audience will be provided an opportunity to address the Council at approximately 12:00 p.m., or the end of the Council Meeting, whichever is earlier. Please speak into the microphone located at the podium and state your name and address. Your presentation will be limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete ingles-espanol en todas las juntas del Concilio para ayudarle. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. A. Mayor Nelda Martinez to call the meeting to order. B. Invocation to be given by Deacon Jesse Hinojosa, Diocese of Corpus Christi. C. Pledge of Allegiance to the Flag of the United States to be led by Fred Segundo, Director of Aviation. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. E. Proclamations /Commendations 1. 14-00697 Swearing-in Ceremony of Newly Appointed Board, Commission and Committee members F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Corpus Christi Page 1 Printed on 611212014 City Council Meeting Agenda-Final June 17,2014 PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOWANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. G. CITY MANAGER'S COMMENTS/ UPDATE ON CITY OPERATIONS: a. New Staff Appointments b. Other H. EXECUTIVE SESSION: (ITEMS 2 -3) PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. In the event the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing the executive session will be publicly announced by the presiding office. 2. 14-00689 Executive session pursuant to Section 551.071(1)(A) of the Texas Government Code to consult with attorneys regarding Cause No. 2012-CCV-61942-4; Janice Henry vs. City of Corpus Christi, et al, for discussion and possible action in open session 3. 14-00693 Executive session pursuant to Section 551.071 of the Texas Government Code for consultation with attorneys regarding fire collective bargaining negotiations with possible discussion and action in open session. I. MINUTES: 4. 14-00695 Regular Meeting of June 10, 2014 Attachments: Minutes-June 10, 2014 J. BOARDS &COMMITTEE APPOINTMENTS: (NONE) Corpus Christi Page 2 Printed on 611212014 City Council Meeting Agenda-Final June 17,2014 K. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed;may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance;or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting,such agendas are incorporated herein for reconsideration and action on any reconsidered item. L. CONSENT AGENDA: (ITEMS 5 -27) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 5. 14-00616 Resolution for special Community Development Block Grant (CDBG) code enforcement activities Resolution of the City Council of the City of Corpus Christi accepting the determination that certain areas of the City are deteriorating areas and designating these areas for special code enforcement activities in Community Development Block Grant Program. Attachments: Agenda Memo-Special CDBG Code Enforcement Activities Resolution -CE-CDBG ExhibitA-Cases in CDBG Areas 2013 Citywide Code of Federal Regulations 6. 14-00621 Interlocal Agreement for use of body cameras Resolution authorizing the City Manager or his designee to execute an Interlocal Agreement with Nueces County to allow the Police Department use of seventy-eight (78) body cameras acquired by the County as part of a grant for Violence Against Woman for a period of one year. Attachments: Agenda memo resolution- body cameras 6.10.2014 Resolution -Interlocal for body cameras 2014- Police Interlocal Agreement-Co and City for body cameras 14-0523(agreed) 7. 14-00486 Agreement renewal for art donation for Hans Suter Park Motion authorizing the City Manager, or designee, to execute an agreement with the South Texas Alliance of Indigenous People for the donation and acceptance of the bronze sculpture by David McGary commemorating the Native Americans in Corpus Christi to be placed at Corpus Christi Page 3 Printed on 611212014 City Council Meeting Agenda-Final June 17,2014 Hans Suter Park. Attachments: Agenda Memo-Art donation agreement renewal Suter Park Agreement- Ishka sculpture at Suter Park signed by legal Attachment- Proposed site plan Ishka Monument 8. 14-00617 Resolution authorizing request to Texas General Land Office for continued financial assistance for beach cleaning and maintenance Resolution authorizing the City Manager or designee to execute all documents necessary to request continued financial assistance for beach cleaning and maintenance on North Padre Island and Mustang Island during FY 2014-2015 under the Texas General Land Office's Beach Cleaning and Maintenance Assistance Program. Attachments: Agenda Memo-GLO Beach Maintenance application Resolution -GLO FY14-15 Beach Maintenance 9. 14-00550 Advance funding agreement for Schanen Hike and Bike Trail from Yorktown Boulevard to Saratoga Boulevard (Bond 2008/2012) Resolution authorizing the City Manager, or designee, to execute an Advance Funding Agreement with the Texas Department of Transportation (TXDOT) for Schanen Hike and Bike Trail from Yorktown Boulevard to Saratoga Boulevard with the City's participation in the amount of$207,340. (Bond 2008/2012) Attachments: Agenda Memo-Schanen Hike Bike Trail.pdf Resolution -Schanen Hike Bike Trail Project Budget-Schanen Hike Bike Trail Location Map-Schanen Hike Bike Trail (3) Advance Funding Agreement-Schanen Hike Bike Trail.pdf Presentation-Schanen Hike Bike Trail.pdf 10. 14-00609 Amendment No. 1 to work plan and budget agreement to correspond with the City's revised fiscal year Motion authorizing the City Manager or designee to execute Amendment No. 1 to the FY 2014 work plan and budget agreement with the Nueces RiverAuthority in the amount of $16,666, for a total restated fee not to exceed $116,666 to provide water planning, protection, development, and data management services for the two additional months of the revised fiscal year. Attachments: Agenda Memo- Nueces River Authority.pdf Project Budget- Nueces River Authority Agreement- Nueces River Authority Presentation- Nueces River Authority Corpus Christi Page 4 Printed on 611212014 City Council Meeting Agenda-Final June 17,2014 11. 14-00614 Amendment No. 30 for the Runway 13-31 Extension/Displacement and Connecting Taxiway Motion authorizing the City Manager, or designee, to execute Amendment No. 30 with KSA Engineers, Inc. from Longview, Texas in the amount of$2,724,339.60 for a total restated fee of$6,665,109.71 for the Corpus Christi International Airport Runway 13-31 Extension/Displacement and Connecting Taxiway Project for construction administration phase and close out services. Attachments: Agenda Memo- KSAAmendment No. 30 Project Budget- KSAAmendment No. 30.pdf Contract- KSAAmendment No. 30.pdf Location Map- KSAAmendment No. 30.pdf Presentation- KSAAmendment No. 30.pdf 12. 14-00543 Upgrade the existing software and hardware for the Multi User Flight Information Display System (MUFIDS) currently installed at Corpus Christi International Airport(CCIA) Motion authorizing the City Manager, or designee, to execute an agreement for the purchase of system upgrades for the current Multi User Flight Information Display System (MUFIDS) at Corpus Christi International Airport from INFAX, Duluth, Georgia for total amount of $138,348. Attachments: Agenda Memo- MUfids Agreement- INFAX MUFIDS Presentation- MUfids 13. 14-00512 Supply agreement for sodium hypochlorite solution for use at wastewater treatment plants and pump station Motion approving a supply agreement with Brenntag Southwest, Inc., Houston, Texas for approximately 2,514,511 gallons of sodium hypochlorite solution in accordance with Bid Invitation No. BI-0151-14 based on lowest responsible bid for an estimated twelve month expenditure of$1,271,849.61 of which $423,949.87 is required for FY 2013-2014. The term of the supply agreement will be for twelve months with an option to extend for up to two additional twelve-month periods subject to the approval of the supplier and the City Manager or designee. Funds are available in the Utilities Operations Budget in FY 2013-2014. Attachments: Agenda Memo-Supply Agreement for Sodium Hypochlorite Solution Bid Tabulation-Supply Agreement for Sodium Hypochlorite Solution 14. 14-00446 Service agreement for Mary Rhodes Pipeline easement mowing Corpus Christi Page 5 Printed on 611212014 City Council Meeting Agenda-Final June 17,2014 Motion approving a service agreement with Diamond M Field Services, Schertz, Texas for Mary Rhodes Pipeline Easement Mowing in accordance with Bid Invitation No. BI-0115-14, based on only bid for an estimated annual expenditure of$125,600.00, of which $52,333.33 is required for the remainder of FY 2013-2014. The term of the contract will be for twelve (12) months with options to extend for up to four (4) additional twelve-month periods, subject to the approval of the Contractor and the City Manager or designee. Funds have been budgeted by the Utilities Department in FY 2013-2014. Attachments: Agenda Memo- Mary Rhodes Pipeline Easement Mowing.pdf Bid Tabulation- Mary Rhodes Pipeline Easement Mowing.pdf Service Agreement- Mary Rhodes Pipeline Easement Mowing 15. 14-00557 Approving Contract for Microsoft License Renewal Motion authorizing the City Manager, or designee, to execute a contract with Software House International (DIR-SDD-2503) for$1,121,023.50. The purchase will be paid with three annual payments of$373,674.50 ($1,121,023.50 total). Attachments: Agenda Memo- Microsoft Licensing Renewal Contracts- Microsoft Licensing Renewal 16. 14-00622 Resolution regarding the City of Corpus Christi Water Management Plan 2015-2050 Resolution of the City of Corpus Christi, Texas regarding the City's Water Management Plan 2015-2050. Attachments: Agenda Memo-Water Management Plan 2015-2050 Resolution -Water Managment Plan 2015-2050 Chart-Supply Demand Chart 17. 14-00624 Appointment of financial advisor for the funding of Mary Rhodes Pipeline, Phase 2 (Related Items 18 & 19) Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the issuance of"City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2014A and Series 201413" in an aggregate amount not to exceed $155,000,000. Attachments: Agenda Memo- Bonds for Mary Rhodes Phase 2.pdf ExhibitA-Financial Advisor Fee Schedule.pdf 18. 14-00625 Second Reading Ordinance - Fixed rate bonds for Mary Rhodes Pipeline, Phase 2 (Related Items 17 & 19)(1st Reading 6110114) Ordinance authorizing the issuance of"City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2014A", Corpus Christi Page 6 Printed on 611212014 City Council Meeting Agenda-Final June 17,2014 in an amount, when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $155,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. Attachments: Agenda Memo- Bonds for Mary Rhodes Phase 2.pdf Ordinance- Fixed Rate 5-29-14.pdf 19. 14-00627 Second Reading Ordinance -Variable rate bonds for Mary Rhodes Pipeline, Phase 2 (Related Items 17 & 18)(1st Reading 6/10/14) Ordinance authorizing the issuance of"City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 201413", when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $155,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. Attachments: Agenda Memo- Bonds for Mary Rhodes Phase 2.pdf Ordinance-Variable Rate 5-29-14.pdf 20. 14-00629 Second Reading Ordinance regarding the City of Corpus Christi's proposed FY2014-2015 Consolidated Annual Action Plan (1st Reading 6/10/14) Ordinance to adopt the fiscal year(FY) 2014-2015 Consolidated Annual Action Plan (CAAP), for the Community Development Block Grant (CDBG), the Emergency Solutions Grant (ESG), and the HOME Investment Partnerships (HOME) Programs; to authorize the City Manager or designee to submit the FY2014-2015 CAAP to the U.S. Department of Housing and Urban Development (HUD), and to amend if Corpus Christi Page 7 Printed on 611212014 City Council Meeting Agenda-Final June 17,2014 required by HUD; to authorize the City Manager or designee to execute all documents necessary to accept and appropriate upon receipt the grants from HUD into the Grant Fund No. 1059 for the approved FY2014-2015 CAAP projects and further to execute funding agreements and all other documents necessary to implement the FY2014-2015 CAAP with organizations for approved projects. Attachments: Agenda Memo-CAAP 2014-2015 Ordinance- FY2014-FY2015 CAAP Attachment D CDBG FY2014-2015 Attachment D ESG FY2014-2015 Attachment D HOME FY2014-2015 Ranking Averages for CAAP FY2014 2013-2017 5-year Consolidated Action Plan Priority Needs 21. 14-00619 Second Reading Ordinance -Appropriating state grant for the 2014 Parks and Recreation Summer Food Program (1st Reading 6110114) Ordinance appropriating a $250,000 grant from the Texas Department of Agriculture in the No. 1067 Parks and Recreation grant fund to operate a summer food service program for summer recreation participants ages one to eighteen. Attachments: Agenda Memo-Summer Food Program 2014 Ordinance-SummerFood Program 2014 Notice of Application Approval Summer Food 2014 22. 14-00597 Second Reading Ordinance -Closing a portion of a 10-foot wide easement located south of Glenoak Drive and west of Waldron Road. (1st Reading 6110114) Ordinance abandoning and vacating a portion of a 10-foot wide utility easement out of Lot 8, Section 50, Flour Bluff& Encinal Farm & Garden Tract, located south of the Glenoak Drive public right-of-way, and located west of the Waldron Road public right-of-way; and requiring the owner, Flour Bluff Independent School District, to comply with the specified conditions. Attachments: Agenda Memo-Abandon and Vacate, Flour Bluff ISD Ordinance-Abandon and Vacate, Flour Bluff ISD 23. 14-00535 Second Reading Ordinance -Appropriating State reimbursement funds for purchase of cargo van (1st Reading 6110114) Ordinance authorizing the City Manager to appropriate $25,878.78 reimbursement received from the Texas State Library and Archives Commission for participation in Project Loan into the Libraries Grant Fund No. 1068, Project No. 807714L, Miscellaneous Library Grants, for Corpus Christi Page 8 Printed on 611212014 City Council Meeting Agenda-Final June 17,2014 purchase of a cargo van for library services. Attachments: Agenda Memo-appropriating reimbursement(25,878.78)6.17.14 Ordinance-appropriating reimbursement(25,878.78)6.17.14 24. 14-00537 Second Reading Ordinance -Appropriating royalties from the Estate of William T. Neyland for technology services (1st Reading 6/10/14) Ordinance authorizing the City Manager to appropriate $3,216.96 from royalties from oil, gas, and mineral interests bequeathed to the City from the Estate of William T. Neyland into the Libraries Grants Fund No. 1068, Project No. 807713L, Neyland Royalties, to be used for technology services. Attachments: Agenda Memo-appropriating neyland Royalties(3,216.96)6.17.14 Ordinance-appropriating Neyland Royalties(3,216.96)6.17.14 25. 14-00610 Second Reading Ordinance -Amending City Code to change the annual audit plan deadline (1st Reading 6/10/14) Ordinance amending Chapter 12 Y2 of the City Code of Ordinances regarding timeline for submission of annual audit plan. Attachments: Agenda Memo-Annual Audit Plan Deadline Ordinance- Auditor 26. 14-00607 Second Reading Ordinance - Type A Grant for Texas A&M University Electrical Engineering of$1,000,000 (1st Reading 6/10/14) Approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Texas A&M University - Corpus Christi to provide a grant of$1,000,000 to expand its undergraduate degrees in electrical engineering and authorizing the City Manager, or designee, to execute a Business Incentive Project Service Agreement with the Type A Corporation regarding implementation and administration of the Texas A&M University - Corpus Christi Business Incentive Agreement; and appropriating $1,000,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund for said business incentive grant from the Type A Corporation to Texas A&M University - Corpus Christi and changing the FY 2013-2014 operating budget, adopted by Ordinance No. 029915, by increasing proposed expenditures by $1,000,000. Corpus Christi Page 9 Printed on 611212014 City Council Meeting Agenda-Final June 17,2014 Attachments: Agenda Memo-Texas A&M Ordinance-TAMUCC Type AAgreement-TAMU-CC Business Support Agreement-TAMU-CC Presentation-TAMUCC 27. 14-00573 Second Reading Ordinance -Amending City Code of Ordinances regarding personal leave (1st Reading 6110114) Ordinance to amend Chapter 39 of the City Code of Ordinances, Personnel, regarding personal leave. Attachments: Agenda Memo- Personal Leave Ordinance- regarding Personal Leave V3 M. PUBLIC HEARINGS: (NONE) N. REGULAR AGENDA: (NONE) The following items are motions, resolutions and ordinances that will be considered and voted on individually. O. FIRST READING ORDINANCES: (NONE) P. FUTURE AGENDA ITEMS: (NONE) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. Q. BRIEFINGS TO CITY COUNCIL: (ITEMS 28 -32) The following items are for Council's informational purposes only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. 28. 14-00698 Proposed Changes to Peddler Permit and Unlawful Solicitation Ordinance Attachments: Agenda memo- Peddler ordinance changes 06.17.2014 Ordinance- Peddler Charitable Revisions 6-11-14 Presentation- Proposed changes to Peddlers Ordinance 29. 14-00694 Repayment of Funds to the U.S. Department of Housing and Urban Development 30. 14-00638 Street Preventative Maintenance Program Attachments: Agenda Presentation Memo-Street Preventative Maintenance Program.pdf Presentation-SPMP Rev 1 31. 14-00637 Residential Reconstruction for Streets Corpus Christi Page 10 Printed on 611212014 City Council Meeting Agenda-Final June 17,2014 Attachments: Agenda Presentation Memo-Local Street Discussion Plan Presentation- Residential Reconstruction 6-17-14 32. 14-00501 Bond 2012/ Bond 2014 Update Attachments: Agenda Memo- Bond 2012- Bond 2014 Update.pdf Presentation- Bond 12- 14 update 2014 06 12[Compatibility Model R. ADJOURNMENT Corpus Christi Page 11 Printed on 611212014 Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 cctexas.com Meeting Minutes City Council Tuesday,June 10, 2014 11:30 AM Council Chambers Public Notice --THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. A. Mayor Nelda Martinez to call the meeting to order. Mayor Martinez called the meeting to order. B. Invocation to be given by Pastor Linda Morrow, St. Peter's by the Sea United Methodist Church. Pastor Linda Morrow gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Valerie Gray, Director of Street Operations. Director of Street Operations Valerie Gray led the Pledge of Allegiance. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. City Secretary Rebecca Huerta called the roll and stated that a quorum of the Council and the required Charter Officers were present to conduct the meeting. City Secretary Huerta announced that Council Member Leal has been granted a leave of absence. Charter Officers: Deputy City Manager Margie Rose,Assistant City Attorney Lisa Aguilar,and City Secretary Rebecca Huerta. (Note: City Manager Ron Olson arrived at 12:57 p.m.) Present: 8- Mayor Nelda Martinez,Council Member Kelley Allen,Council Member Rudy Garza,Council Member David Loeb,Council Member Chad Magill,Council Member Colleen Mclntyre,Council Member Lillian Riojas, and Council Member Mark Scott Absent: 1 - Council Member Priscilla Leal E. Proclamations /Commendations 1. Proclamation declaring June 9-15, 2014 as, "Men's Health Week" Proclamation declaring June 13, 2014 as, "Antonia Medina 'Grandma Toni' Day of Remembrance" Proclamation declaring June 21, 2014 as, "CreativeMinds Go Corpus Christi Page 1 Printed on 611212014 City Council Meeting Minutes June 10,2014 Skateboarding Day" Proclamation declaring June 22, 2014 as, "Ms. Coastal Bend Senior Pageant Day" Presentation of June Green & Clean Award Mayor Martinez presented the proclamations. F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Mayor Martinez called for comments from the public.Jack Gordy spoke regarding city employees using city issued credit cards for personal use. Susie Luna Saldana spoke in support of building Fire Station No. 18,which was approved by the voters in the Bond 2008 Election. Denise Thomas requested information regarding a prhoibition on discussing information on Fire Station No. 18 while in litigation. Major Terry Reid with The Salvation Army spoke in appreciation of the City showing interest and discussing the homelessness issue. G. CITY MANAGER'S COMMENTS/ UPDATE ON CITY OPERATIONS: Mayor Martinez referred to City Manager's Comments. a. City Performance Report -Animal Care Police Commander Todd Green,Supervisor of Animal Control Services, provided a briefing on the operations, mission and goals of the Animal Care Division of the Police Department. b. Other Deputy City Manager Margie Rose announced that the Plan Corpus Christi Comprehensive Plan 2035 project workshops in the five Council districts begin this week,with a Citywide Forum scheduled on Saturday,June 28th from 9:00 a.m.to 1:00 p.m.at the American Bank Center.After the series of public meetings,staff will develop a shared vision for the City and identify priorities based on the input received. Ms. Rose added that more information can be found at www.plancc2035.com. I. MINUTES: 7. Regular Meeting of May 27, 2014 Mayor Martinez deviated from the agenda and referred to approval of the minutes. Council Member McIntyre made a motion to approve the minutes, seconded by Council Member Garza and passed unanimously. Corpus Christi Page 2 Printed on 611212014 City Council Meeting Minutes June 10,2014 J. BOARDS &COMMITTEE APPOINTMENTS: 8. Corpus Christi Regional Transportation Authority Senior Companion Program Advisory Committee Mayor Martinez referred to board and committee appointments.The following appointments were made: Corpus Christi Regional Transportation Authority: Council Member Loeb made a motion to reappoint Thomas E. Dreyer, George B. Clower,Tony Elizondo, Mary J.Saenz, and Jeffrey Pollack,seconded by Council Member Scott and passed unanimously. Senior Companion Program Advisory Committee: Council Member McIntyre made a motion to reappoint Shirley Tipton, Maria (Isabel) Odeh,and Monica Rodriguez,seconded by Council Member Magill and passed unanimously. Council Member Loeb made a motion to appoint Sherry L. Dubois,seconded by Council Member McIntyre and passed unanimously. K. EXPLANATION OF COUNCIL ACTION: L. CONSENT AGENDA: (ITEMS 9 - 18) Approval of the Consent Agenda Mayor Martinez referred to the consent agenda. There were no comments from the public. Council Member Magill requested that Item 12 be pulled for individual consideration. The consent agenda was passed by one vote as follows: Aye: 8- Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 9. Resolution approving submission of grant applications for the Highway Safety Improvement Program Resolution supporting the submission of multiple grant applications with the Texas Department of Transportation (TxDOT) Highway Safety Improvement Program (HSIP) for projects to improve and interconnect traffic signals at selected locations throughout the City of Corpus Christi. This Resolution was passed on the Consent Agenda. Enactment No: 030187 Corpus Christi Page 3 Printed on 611212014 City Council Meeting Minutes June 10,2014 10. Resolution supporting submission of a grant application for the Harbor Bridge Livable Community Plan Resolution supporting submission of a grant application to the United States Department of Transportation for a "Transportation Investment Generating Economic Recovery" (TIGER) Discretionary Grant for the Harbor Bridge Livable Community Plan; in the amount of$1,000,000. This Resolution was passed on the Consent Agenda. Enactment No: 030188 11. Engineering design contract for Municipal Communication Studio facility renovation Motion authorizing the City Manager, or designee, to execute a Design Services Contract with Russ Berger Design Group, Inc. from Addison, Texas in the amount of$59,300 for the City of Corpus Christi Municipal Communication Studio Facility Renovation. This Motion was passed on the Consent Agenda. Enactment No: M2014-068 13. Second Reading Ordinance - Rezoning from the "FR" Farm Rural District to the "RS-4.5" Single-Family 4.5 District, on property located at 7801 Slough Road (1st Reading 5127114) Case 0414-06 Grangefield Development, LLC: A change of zoning from the "FR" Farm Rural District to the "RS-4.5" Single-Family 4.5 District, not resulting in a change to the Future Land Use Plan. The property is described as being a 19.704-acre tract of land out of Lot 6, Section 25, Flour Bluff and Encinal Farm and Garden Tracts, located along the south side of Slough Road, approximately 350 feet east of Freds Folly Drive. Planning Commission and Staff Recommendation (April 23, 2014): Approval of the change of zoning from the "FR" Farm Rural District to the "RS-4.5" Single-Family 4.5 District. Ordinance Ordinance amending the Unified Development Code ("UDC'), upon application by Grangefield Development, LLC ("Owner"), by changing the UDC Zoning Map in reference to a 19.704-acre tract of land out of Lot 6, Section 25, Flour Bluff and Encinal Farm and Garden Tracts, from the "FR" Farm Rural District to the "RS-4.5" Single-Family 4.5 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause, penalties, and publication. Corpus Christi Page 4 Printed on 611212014 City Council Meeting Minutes June 10,2014 This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030189 14. Second Reading Ordinance - Rezoning from the "CR-2" Resort Commercial District and "CR-2/10" Resort Commercial District with an Island Overlay to the "RS-4.5/PUD" Single-Family 4.5 District with a Planned Unit Development Overlay on property located at 14313-14361 Nemo Court (1st Reading 5/27/14) Case No. 0414-05 Upper Padre Partners, LP: A change of zoning from the "CR-2" Resort Commercial District and "CR-2/10" Resort Commercial District with an Island Overlay to the "RS-4.5/PUD" Single-Family 4.5 District with a Planned Unit Development Overlay. The property is described as being a 7.24-acre tract of land out of all of Lots 11 through 23, Block 46, Padre Island - Corpus Christi, Island Fairway Estates, and a portion of Lot 27D, Padre Island - Corpus Christi, Island Fairway Estates, located along the west side of Nemo Court, approximately 250 feet west of South Padre Island Drive (PR 22) and north of Whitecap Boulevard. Planning Commission and Staff Recommendation (April 23, 2014): Approval of the change of zoning from the "CR-2" Resort Commercial District and "CR-2/10" Resort Commercial District with an Island Overlay to the "RS-4.5/PUD" Single-Family 4.5 District with a Planned Unit Development Overlay. Ordinance Ordinance amending the Unified Development Code ("UDC'), upon application by Upper Padre Partners, LP,and Bryan R. Gulley ("Owners"), by changing the UDC Zoning Map in reference to a 7.24-acre tract of land out of all of Lots 11 through 23, Block 46, Padre Island - Corpus Christi, Island Fairway Estates, and a portion of Lot 27D, Padre Island - Corpus Christi, Island Fairway Estates, from the "CR-2" Resort Commercial District and "CR-2/10" Resort Commercial District with an Island Overlay to the "RS-4.5/PUD" Single-Family 4.5 District with a Planned Unit Development Overlay; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030190 15. Second Reading Ordinance -Request for a Special Permit Time Extension, on property located at 8801 State Highway 44 (1st Reading 5/27/14) Corpus Christi Page 5 Printed on 611212014 City Council Meeting Minutes June 10,2014 Case No. 0313-01 Thomas Petroleum, LLC: A request for a Special Permit time extension for an additional two years. The property requiring the Special Permit time extension is described as Lot 1, Block 1, Thomas Petroleum Subdivision, located on the south side of State Highway 44, approximately 670 feet east of South Clarkwood Road. Planning Commission and Staff Recommendation (April 23, 2014): Denial of the applicant's requested two-year time extension and approval of a one-year time extension. Ordinance Ordinance amending Ordinance No. 029841, upon request by Thomas Petroleum, LLC ("Owner"), by adding a one-year time extension to the special permit time limit initially approved; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030191 16. Second Reading Ordinance -Accepting and appropriating grant funds for Stonegarden Grant Program (1st Reading 5127114) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of$262,595 from Nueces County for funding eligible under the FY2013 Department of Homeland Security Grant Program Operation Stonegarden to reimburse fuel, overtime, fringe benefits, and equipment expenditures for the Police Department's collaborative enforcement efforts with Nueces County along routes of ingress and egress to include (but not limited to) U. S. Highway 77 and State Highway 44; and appropriating the $262,595 in the No. 1061 Police Grants Fund. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030192 17. Second Reading Ordinance -Approving an agreement and appropriating funds to reimburse developer for the construction of water arterial transmission and grid main line located north along Saratoga Boulevard (SH 357), east of Ayers Street (1st Reading 5127114) Ordinance authorizing city manager or designee to execute a water arterial transmission and grid main construction and reimbursement agreement ("Agreement") with Spear Consolidated, Ltd., Corpus Christi Page 6 Printed on 611212014 City Council Meeting Minutes June 10,2014 ("Developer"), for the construction of a water arterial transmission and grid main line and appropriating $84,536.35 from the No. 4030 Arterial Transmission and Grid Main Trust Fund to reimburse the Developer in accordance with the Agreement. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030193 18. Second Reading Ordinance -Type A Grant for the Del Mar College Process and Instrumentation (1st Reading 5/27/14) Ordinance approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Del Mar College Foundation ("Del Mar") to provide a grant of up to $1,390,071, to expand Del Mar College's Process and Instrumentation Technology Program by purchasing a Process Technology Base Unit and Glycol Distillation Unit with ancillary equipment/software and a Process Control Learning System and authorizing the City Manager, or designee, to execute a Business Incentive Project Service Agreement with the Type A Corporation regarding implementation and administration of the Del Mar Business Incentive Agreement; and appropriating $1,390,071 from the unreserved fund balance in the No. 1140 Business/Job Development Fund for said business incentive grant from the Type A Corporation to Del Mar and changing the FY 2013-2014 operating budget, adopted by Ordinance No. 029915, by increasing proposed expenditures by $1,390,071. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030194 12. Agreement for Bond Counsel Services Motion authorizing the City Manager to enter into an agreement with Fulbright &Jaworski, LLP of San Antonio, Texas to perform bond counsel services for the City of Corpus Christi. Mayor Martinez referred to Item 12. Council Member Magill thanked Director of Financial Services Constance Sanchez for taking the time to review the contract and address his concerns.There were no comments from the public. This Motion was passed and approved with the following vote: Aye: 8- Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 Enactment No: M2014-069 Corpus Christi Page 7 Printed on 611212014 City Council Meeting Minutes June 10,2014 M. PUBLIC HEARINGS: (ITEM 19) 19. Public Hearing and First Reading Ordinance regarding the City of Corpus Christi's proposed FY2014-2015 Consolidated Annual Action Plan Ordinance to adopt the fiscal year(FY) 2014-2015 Consolidated Annual Action Plan (CAAP), for the Community Development Block Grant (CDBG), the Emergency Solutions Grant (ESG), and the HOME Investment Partnerships (HOME) Programs; to authorize the City Manager or designee to submit the FY2014-2015 CAAP to the U.S. Department of Housing and Urban Development (HUD), and to amend if required by HUD; to authorize the City Manager or designee to execute all documents necessary to accept and appropriate upon receipt the grants from HUD into the Grant Fund No. 1059 for the approved FY2014-2015 CAAP projects and further to execute funding agreements and all other documents necessary to implement the FY2014-2015 CAAP with organizations for approved projects. Mayor Martinez referred to Item 19. Director of Housing and Community Development Eddie Ortega stated that the purpose of this item is to hold a public hearing and approve the first reading of the proposed FY2014 Consolidated Annual Action Plan (CAAP)for the CDBG, ESG,and HOME programs. Mr. Ortega provided an overview of the CDBG staff recommendations. Council Member Magill made a motion to open the CDBG public hearing, seconded by Council Member McIntyre and passed. Elizabeth Contreras with TG303, Inc. thanked the Council for consideration of funding the Casa De Mariana Apartments. Harvey Manning with The Deaf& Hard of Hearing Center thanked the Council for consideration of funding a grant for a new building. Bert Quintanilla, CASA of the Coastal Bend,thanked the Council for consideration of funding a grant for CASA. Council Member Garza made a motion to close the public hearing,seconded by Council Member McIntyre and passed. Mr. Ortega provided the recommendations for the ESG programs. Community Development Administrator Rudy Bentancourt responded to council members questions regarding the following topics:the ranking outcomes; how the four ranking criteria are measured;federal experience;agency experience;the type of data collected at the end of the year required by HUD; budget and financial management;what constitutes a match of funds;the requirement of a Dun & Bradstreet number; how the rankings received determine funding;the percentage of homeless prevention and rapid re-housing;the budget that each entity is required to present;and Recovery Contacts funding. Council Member McIntyre made a motion to reduce the funding from ESG-Recovery Contacts, Inc. from$20,000 to$11,000,seconded by Council Member Allen and passed unanimously. Council Member McIntyre made a motion to increase funding for ESG-Metro Corpus Christi Page 8 Printed on 611212014 City Council Meeting Minutes June 10,2014 Ministries by$5,000 for a total amount of$30,000,seconded by Council Member Scott and passed unanimously. Council Member Riojas made a motion to split the remaining $4,000 and increase the funding for ESG-Mary McLeod Bethune Day Nursery and ESG-South Texas Substance Abuse Recovery Services,seconded by Council Member Loeb and passed unanimously. Council Member McIntyre made a motion to open the ESG public hearing, seconded by Council Member Scott and passed.There were no comments from the public. Council Member McIntyre made a motion to close the public hearing,seconded by Council Member Scott and passed. Mr. Ortega presented the staff recommendations for the HOME program. Council Member Scott made a motion to open the public hearing, seconded by Council Member Magill and passed.There were no comments from the Council or the public. Council Member Garza made a motion to close the public hearing,seconded by Council Member Scott and passed.This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 FIRST READING ORDINANCES: (ITEM 26, 28 and 29) N. REGULAR AGENDA: (NONE) 26. First Reading Ordinance - Type A Grant for Texas A&M University Electrical Engineering of$1,000,000 Approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Texas A&M University - Corpus Christi to provide a grant of$1,000,000 to expand its undergraduate degrees in electrical engineering and authorizing the City Manager, or designee, to execute a Business Incentive Project Service Agreement with the Type A Corporation regarding implementation and administration of the Texas A&M University - Corpus Christi Business Incentive Agreement; and appropriating $1,000,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund for said business incentive grant from the Type A Corporation to Texas A&M University - Corpus Christi and changing the FY 2013-2014 operating budget, adopted by Ordinance No. 029915, by increasing proposed expenditures by $1,000,000. Mayor Martinez deviated from the agenda and referred to Item 26. Mike Culbertson, Corpus Christi Regional Economic Development Corporation, Corpus Christi Page 9 Printed on 611212014 City Council Meeting Minutes June 10,2014 stated that the purpose of this item is to approve a Type A grant for Texas A&M University-Corpus Christi (TAMU-CC)to expand their electrical engineering program. Dr.Jim Lee,TAMU-CC, presented information on the number of TAMU-CC graduates;the funding provided to the University from the City and the return on investment; the mechanical engineering earning impact; the projected impact of the engineering program;the Coastal Bend labor market outlook;and the wage estimate for electrical engineers. There were no comments from the Council or the public.This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 28. First Reading Ordinance - Fixed rate bonds for Mary Rhodes Pipeline, Phase 2 (Related Items 29 &43) Ordinance authorizing the issuance of"City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2014A", in an amount, when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $155,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. Mayor Martinez deviated from the agenda and referred to Item 28. Director of Financial Services Constance Sanchez stated that Items 28, 29,and future agenda Item 43 are related to the issuance of$155,000,000 for the Mary Rhodes Pipeline, Phase 2.There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 29. First Reading Ordinance -Variable rate bonds for Mary Rhodes Corpus Christi Page 10 Printed on 611212014 City Council Meeting Minutes June 10,2014 Pipeline, Phase 2 (Related Items 28 &43) Ordinance authorizing the issuance of"City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 201413", when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $155,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. This item was discussed during Item 28.This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 H. EXECUTIVE SESSION: (ITEMS 2 -6) Mayor Martinez deviated from the agenda and referred to the day's executive sessions.The Council went into executive session. 2. Executive Session pursuant to Section 551.074, Texas Government Code, to consider the evaluation performance and employment of the City Manager, with possible action and discussion in open session The Council returned from executive session. Mayor Martinez referred to Item 2 and stated that the following motion was discussed in executive session for Council consideration: Motion to increase City Manager Ron Olson's base salary to$231,850 a year. Council Member Loeb made a motion to approve the motion as presented, seconded by Council Member Garza.This Motion was passed and approved with the following vote: Aye: 8- Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Corpus Christi Page 11 Printed on 611212014 City Council Meeting Minutes June 10,2014 Abstained: 0 Enactment No: M2014-065 3. Executive Session pursuant to Texas Government Code Section 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys on annexation, with possible action and discussion in open session. Mayor Martinez referred to Item 3 and stated that the following motion was discussed in executive session for Council consideration. Council Member Magill recused himself from the discussion. Motion directing the City Manager and staff to continue with annexation proceedings. Council Member Loeb made a motion to approve the motion as presented, seconded by Council Member Allen.The Motion was passed and approved with the following vote: Aye: 7- Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 1 - Council Member Magill Enactment No: M2014-066 4. Executive session pursuant to Section 551.071(1)(A) of the Texas Government Code to consult with attorneys regarding Cause No. 2012DCV-1667-D, styled Luther Broadus and Angela Broadus v. City of Corpus Christi, for discussion and possible action in open session Mayor Martinez referred to Item 5 and stated that the following motion was discussed in executive session for Council consideration: Motion directing the City Manager or his designee to execute a settlement agreement regarding Cause No.2012DCV-1667-D,styled Luther Broadus and Angela Broadus v. City of Corpus Christi. Council Member Scott made a motion to approve the motion presented, seconded by Council Member Garza.This Motion was passed and approved with the following vote: Aye: 8- Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 Enactment No: M2014-067 Corpus Christi Page 12 Printed on 611212014 City Council Meeting Minutes June 10,2014 5. Executive session pursuant to Section 551.071 of the Texas Government Code for consultation with attorneys regarding fire collective bargaining negotiations with possible discussion and action in open session Mayor Martinez referred to Item 5 and stated that the following resolution was discussed in executive session for Council consideration: Resolution regarding the matter of the 2014 negotiation process between the City of Corpus Christi Professional Firefighters'Association Local Union 936. Council Member McIntyre made a motion to approve the resolution as presented, seconded by Council Member Scott. This Resolution was passed and approved with the following vote: Aye: 8- Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 Enactment No: 030195 6. Executive Session pursuant to Texas Government Code Section 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys on desalination water supply contract matters, with possible action and discussion in open session. This E-Session Item was discussed in executive session. O. FIRST READING ORDINANCES: (ITEMS 20 - 25 and 27) 24. First Reading Ordinance -Amendment to lease agreement and assignment to World Duty Free Group for additional news and gift concession space at the airport Ordinance authorizing the City Manager, or designee, to execute a First Amended Long Term Lease Agreement ("Lease") with World Duty Free Group US, Inc. ("WDFG") to provide for additional space for the operation of a news and gift concession located at the Corpus Christi International Airport ("Airport") at a rental rate which may change each fiscal year in accordance with airline rates and charges: providing for publication. Mayor Martinez referred to Item 24 and stated that this item was withdrawn from consideration. 20. First Reading Ordinance -Appropriating state grant for the 2014 Parks and Recreation Summer Food Program Ordinance appropriating a $250,000 grant from the Texas Department Corpus Christi Page 13 Printed on 611212014 City Council Meeting Minutes June 10,2014 of Agriculture in the No. 1067 Parks and Recreation grant fund to operate a summer food service program for summer recreation participants ages one to eighteen. Mayor Martinez referred to Item 20. Director of Parks and Recreation Michael Morris stated that the purpose of this item is to operate the summer food program.There were no comments from the Council or the public.This Ordinance was passed on first reading and approved with the following vote: Aye: 7- Mayor Martinez, Council Member Magill, Council Member McIntyre, Council Member Scott, Council Member Allen, Council Member Garza and Council Member Loeb Absent: 2- Council Member Riojas and Council Member Leal Abstained: 0 21. First Reading Ordinance -Closing a portion of a 10-foot wide easement located south of Glenoak Drive and west of Waldron Road. Ordinance abandoning and vacating a portion of a 10-foot wide utility easement out of Lot 8, Section 50, Flour Bluff& Encinal Farm & Garden Tract, located south of the Glenoak Drive public right-of-way, and located west of the Waldron Road public right-of-way; and requiring the owner, Flour Bluff Independent School District, to comply with the specified conditions. Mayor Martinez referred to Item 21. Interim Director of Development Services Barney Williams stated that the purpose of this item is to abandon and vacate a utility easement out of Lot 8,Section 50, Flour Bluff& Encinal Farm&Garden Tracts;and requiring the owner, Flour Bluff Independent School District, to comply with the specified conditions. Mr.Williams stated that staff recommended support of this item.There were no comments from the Council or the public.This Ordinance was passed on first reading and approved with the following vote: Aye: 7- Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Scott Absent: 2- Council Member Leal and Council Member Riojas Abstained: 0 22. First Reading Ordinance -Appropriating State reimbursement funds for purchase of cargo van Ordinance authorizing the City Manager to appropriate $25,878.78 reimbursement received from the Texas State Library and Archives Commission for participation in Project Loan into the Libraries Grant Fund No. 1068, Project No. 807714L, Miscellaneous Library Grants, for purchase of a cargo van for library services. Mayor Martinez referred to Item 22. Director of Libraries Laura Garcia stated Corpus Christi Page 14 Printed on 611212014 City Council Meeting Minutes June 10,2014 that the purpose of this item is to appropriate a$25,878.78 reimbursement received from the Texas State Library and Archives Commission for the purchase of a cargo van. There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Martinez, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Scott, Council Member Allen, Council Member Garza and Council Member Loeb Absent: 1 - Council Member Leal Abstained: 0 23. First Reading Ordinance -Appropriating royalties from the Estate of William T. Neyland for technology services Ordinance authorizing the City Manager to appropriate $3,216.96 from royalties from oil, gas, and mineral interests bequeathed to the City from the Estate of William T. Neyland into the Libraries Grants Fund No. 1068, Project No. 807713L, Neyland Royalties, to be used for technology services. Mayor Martinez referred to Item 23. Director of Libraries Laura Garcia stated that the purpose of this item is to appropriate$3,216.96 from the Estate of William T. Neyland to be used for technology services.There were no comments from the Council or the public.This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 25. First Reading Ordinance -Amending City Code to change the annual audit plan deadline Ordinance amending Chapter 12 %2 of the City Code of Ordinances regarding timeline for submission of annual audit plan. Mayor Martinez referred to Item 25. City Auditor Arlena Sones stated that the purpose of this item is to change the deadline for the Annual Audit Plan from fiscal year to calendar year.There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 Corpus Christi Page 15 Printed on 611212014 City Council Meeting Minutes June 10,2014 27. First Reading Ordinance -Amending City Code of Ordinances regarding personal leave Ordinance to amend Chapter 39 of the City Code of Ordinances, Personnel, regarding personal leave. Mayor Martinez referred to Item 27. Director of Human Resources Yasmine Chapman stated that the purpose of this item is to amend the Code of Ordinances regarding Personal Leave to offer prorated personal leave for new employees hired after August 1 and change the language regarding the use of personal leave to July 31st.There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 P. FUTURE AGENDA ITEMS: (ITEMS 30 -43) Mayor Martinez referred to the Future Agenda Items. City Manager Olson stated that staff had planned presentation on Items 33, 38 and 42.A council member commented on Item 31. 30. Resolution for special Community Development Block Grant (CDBG) code enforcement activities Resolution of the City Council of the City of Corpus Christi accepting the determination that certain areas of the City are deteriorating areas and designating these areas for special code enforcement activities in Community Development Block Grant Program. This Resolution was recommended to consent agenda. 31. Interlocal Agreement for use of body cameras Resolution authorizing the City Manager or his designee to execute an Interlocal Agreement with Nueces County to allow the Police Department use of seventy-eight (78) body cameras acquired by the County as part of a grant for Violence Against Woman for a period of one year. This Resolution was recommended to consent agenda. 32. Agreement renewal for art donation for Hans Suter Park Motion authorizing the City Manager, or designee, to execute an agreement with the South Texas Alliance of Indigenous People for the Corpus Christi Page 16 Printed on 611212014 City Council Meeting Minutes June 10,2014 donation and acceptance of the bronze sculpture by David McGary commemorating the Native Americans in Corpus Christi to be placed at Hans Suter Park. This Motion was recommended to consent agenda. 33. Decommissioning of Parks as identified in the Parks, Recreation and Open Space Master Plan Resolution finding, upon public hearing, that certain parcels of real property owned by the City and designated as park lands have no feasible and prudent use as park lands and that all reasonable planning efforts have been made to minimize harm to the city's park lands as a result of the sale or disposal of the specified parcels. This Resolution was recommended to consent agenda. 34. Resolution authorizing request to Texas General Land Office for continued financial assistance for beach cleaning and maintenance Resolution authorizing the City Manager or designee to execute all documents necessary to request continued financial assistance for beach cleaning and maintenance on North Padre Island and Mustang Island during FY 2014-2015 under the Texas General Land Office's Beach Cleaning and Maintenance Assistance Program. This Resolution was recommended to consent agenda. 35. Advance funding agreement for Schanen Hike and Bike Trail from Yorktown Boulevard to Saratoga Boulevard (Bond 2008/2012) Resolution authorizing the City Manager, or designee, to execute an Advance Funding Agreement with the Texas Department of Transportation (TXDOT) for Schanen Hike and Bike Trail from Yorktown Boulevard to Saratoga Boulevard with the City's participation in the amount of$207,340. (Bond 2008/2012) This Resolution was recommended to consent agenda. 36. Amendment No. 1 to work plan and budget agreement to correspond with the City's revised fiscal year Motion authorizing the City Manager or designee to execute Amendment No. 1 to the FY 2014 work plan and budget agreement with the Nueces RiverAuthority in the amount of $16,666, for a total restated fee not to exceed $116,666 to provide water planning, protection, development, and data management services for the two additional months of the revised fiscal year. Corpus Christi Page 17 Printed on 611212014 City Council Meeting Minutes June 10,2014 This Motion was recommended to consent agenda. 37. Amendment No. 30 for the Runway 13-31 Extension/Displacement and Connecting Taxiway Motion authorizing the City Manager, or designee, to execute Amendment No. 30 with KSA Engineers, Inc. from Longview, Texas in the amount of$2,724,339.60 for a total restated fee of$6,665,109.71 for the Corpus Christi International Airport Runway 13-31 Extension/Displacement and Connecting Taxiway Project for construction administration phase and close out services. This Motion was recommended to consent agenda. 38. Upgrade the existing software and hardware for the Multi User Flight Information Display System (MUFIDS) currently installed at Corpus Christi International Airport(CCIA) Motion authorizing the City Manager, or designee, to execute an agreement for the purchase of system upgrades for the current Multi User Flight Information Display System (MUFIDS) at Corpus Christi International Airport from INFAX, Duluth, Georgia for total amount of $138,348. This Motion was recommended to consent agenda. 39. Supply agreement for sodium hypochlorite solution for use at wastewater treatment plants and pump station Motion approving a supply agreement with Brenntag Southwest, Inc., Houston, Texas for approximately 2,514,511 gallons of sodium hypochlorite solution in accordance with Bid Invitation No. BI-0151-14 based on lowest responsible bid for an estimated twelve month expenditure of$1,271,849.61 of which $423,949.87 is required for FY 2013-2014. The term of the supply agreement will be for twelve months with an option to extend for up to two additional twelve-month periods subject to the approval of the supplier and the City Manager or designee. Funds are available in the Utilities Operations Budget in FY 2013-2014. This Motion was recommended to consent agenda. 40. Service agreement for Mary Rhodes Pipeline easement mowing Motion approving a service agreement with Diamond M Field Services, Schertz, Texas for Mary Rhodes Pipeline Easement Mowing in accordance with Bid Invitation No. BI-0115-14, based on only bid for an estimated annual expenditure of$125,600.00, of which $52,333.33 is required for the remainder of FY 2013-2014. The term of the Corpus Christi Page 18 Printed on 611212014 City Council Meeting Minutes June 10,2014 contract will be for twelve (12) months with options to extend for up to four (4) additional twelve-month periods, subject to the approval of the Contractor and the City Manager or designee. Funds have been budgeted by the Utilities Department in FY 2013-2014. This Motion was recommended to consent agenda. 41. Approving Contract for Microsoft License Renewal Motion authorizing the City Manager, or designee, to execute a contract with Software House International (DIR-SDD-2503) for $1,121,023.50. The purchase will be paid with three annual payments of$373,674.50 ($1,121,023.50 total). This Resolution was recommended to consent agenda. 42. Resolution regarding the City of Corpus Christi Water Management Plan 2015-2050 Resolution of the City of Corpus Christi, Texas regarding the City's Water Management Plan 2015-2050. This Resolution was recommended to consent agenda. 43. Appointment of financial advisor for the funding of Mary Rhodes Pipeline, Phase 2 (Related Items 18 & 19) Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2014A and Series 201413" in an aggregate amount not to exceed $155,000,000. This Motion was recommended to consent agenda. Q. BRIEFINGS TO CITY COUNCIL: (NONE) R. ADJOURNMENT The meeting was adjourned at 6:42 p.m. Corpus Christi Page 19 Printed on 611212014 d AGENDA MEMORANDUM M�aaP© a,EO Future Item for the City Council Meeting of June 10, 2014 1852 Action Item for the City Council Meeting of June 17, 2014 DATE: May 21, 2014 TO: Ronald L. Olson, City Manager Thru: Susan Thorpe, Assistant City Manager SThorpepcctexas.com 361-826-3898 Captain David Blackmon, CCPD David BLP_cctexas.com 361-826-2691 FROM: Tracey K. Cantu, Code Enforcement Administrator TraceyCp_cctexas.com 361-826-3170 Resolution for Special CDBG Code Enforcement Activities CAPTION: Resolution of the City Council of the City of Corpus Christi accepting the determination that certain areas of the City are deteriorating areas and designating these areas for special code enforcement activities in Community Development Block Grant Program. PURPOSE: Approve City Resolution determining that all Community Development Block Grant (CDBG) eligible census tracts are designated to be deteriorating areas, and designating these areas for special code enforcement activities in the CDBG Program. BACKGROUND AND FINDINGS: The United States Department of Housing and Urban Development (HUD) requires the City approve a resolution for identifying deteriorating areas and designate the boundaries of these areas in order to meet national objectives and activity eligibility requirements for utilizing Community Development Block Grant Program (CDBG) funding for special code enforcement activities. The primary purpose of the CDBG program, administered by HUD, is the development of viable communities by providing decent housing, suitable living environments and expanding economic opportunities, principally for persons of low to moderate income. Eligible activities and projects funded by this program must meet at least one of the three national objectives: 1. Benefit low- and moderate-income persons; 2. Aide in the prevention and elimination of slums or blight, and or 3. Meet an urgent need. Historically, the City of Corpus Christi has utilized a portion of its CDBG funds to provide code enforcement activities within designated areas meeting low and moderate income levels identified by HUD. However, it has recently been determined by HUD that CDBG funded code enforcement activities must be a "special effort" under eligble housing rehabilitation and preservation (24 CFR 570.202 (c)). A "special effort' must be in addition to the regular code enforcement activities provided citywide and funded by the General Fund. The CDBG special code enforcement activity is defined as a more concentrated effort to assist in housing rehabilitation and housing preservation in deteriorating areas, where combined with other public or private improvements, rehabilitation, or services, would be expected to prevent the continued deterioration of the area. The current year CDBG funding for special code enforcement activities is $323,296. The amount proposed in the 2014/15 Consolidated Annual Action Plan is $330,000. CDBG provides funding for five (5) code enforcement compliance officers...three (3) at 100% and two (2) at 50%. CDBG funds also provide one (1) full-time clerical support staff person. HUD has requested that all jurisdictions allocating CDBG funding for special code enforcement approve a resolution delineating "deteriorating areas", and approve a new resolution every three to five years in order to focus this activity where most beneficial. Eligible areas are subject to change as new data is released by HUD and Census surveys. A recent analysis by Code Enforcement staff determined all CDBG eligible census tracts meet the criteria for a deteriorating area and meet the national objective of serving the low-moderate population. An area qualified as low-moderate must have a population where at least 40.3% of the residents have a median income defined by HUD as low-moderate. The special CDBG code enforcement efforts shall be conducted in all CDBG eligible census tracts. The Special Code Enforcement objective is to strengthen and preserve neighborhoods, by preventing deterioration of properties, through the enforcement and abatement of code violations. If the resolution is not approved, the City will not be eligible to utilize CDBG funds for code enforcement activities, resulting in these area not receiving the additional code enforcement staffing needed, or causing these activities to be funded by the General Fund. ALTERNATIVES: 1. Direct staff to modify the resolution. OTHER CONSIDERATIONS: "Not Applicable" CONFORMITY TO CITY POLICY: City Council approval is required for utilizing CDBG funding for special code enforcement activities. EMERGENCY/ NON-EMERGENCY: This item is non-emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: "Not Applicable" ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: 2014- Expenditures 2015 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: Budget is being presented by Housing and Community Development as a portion of the FY 2014-2015 Consolidated Action Plan. RECOMMENDATION: Staff recommends the approval of Resolution for Special CDBG Code Enforcement Activities to qualify as its own individual activity. LIST OF SUPPORTING DOCUMENTS: • Resolution • Exhibit A – CDBG Census Tract Map • Code of Federal Regulations: PART 570—COMMUNITY DEVELOPMENT BLOCK GRANTS; Subpart C—Eligible Activities; §570.202 Eligible rehabilitation and preservation activities; subsection (c) code enforcement. Resolution of the City Council of the City of Corpus Christi accepting the determination that certain areas of the City are deteriorating areas and designating these areas for special code enforcement activities in Community Development Block Grant Program. WHEREAS, the City of Corpus Christi is a recipient of Community Development Block Grant (CDBG) Funds, distributed by the Department of Housing and Urban Development ("HUD")- and WHEREAS, as a recipient of CDBG funds, the City must certify that its projected use of CDBG funds has been developed to give maximum feasible priority to activities which will carry out one of the national objectives of benefiting low- and moderate- income persons or aid in the prevention or elimination of slums or blight. WHEREAS, it is the desire of the City of Corpus Christi to utilize CDBG funds to reduce or eliminate conditions which cause a reduction of, or lack of, proper utilization of areas to such an extent that it constitutes a serious physical, social, visual, or economic burden on the community; and WHEREAS, pursuant to the regulations outlining the eligible activities for CDBG funds, City is permitted to use CDBG funds for costs incurred for inspection for code violations and enforcement of codes in deteriorating areas when such enforcement together with public or private improvements, rehabilitation, or services to be provided may be expected to arrest decline of the area; and WHEREAS, City Staff has completed a comprehensive survey of certain areas within the City and documented conditions within these areas that evidence that the areas are deteriorating areas, which areas of the City contain a substantial number of buildings or properties maintained in such a manner that substandard conditions are in existence or are likely to be observed, and/or exhibit other factors and conditions believed to indicate, influence, or contribute to the deterioration of buildings or properties; WHEREAS, based on a recent analysis by City Code Enforcement Staff, it has been determined that all CDBG eligible census tracts meet the criteria for a deteriorating area and meet the national objective of serving the low-moderate population, which is defined as an area with a population where at least 40.3% of the residents have an income defined by HUD as low-moderate; and WHEREAS, based on the City's survey and analysis, deteriorating areas within the City are described and depicted in the attached Exhibit A incorporated herein by this reference; and 1 NOW, THEREFORE, be it resolved by of the City Council of the City of Corpus Christi Texas that: 1. There are deteriorating areas of the City that contain a substantial number of buildings or properties maintained in such a manner that substandard conditions, are in existence or are likely to be observed, and/or exhibit other factors and conditions believed to indicate, influence, or contribute to the deterioration of buildings or properties. 2 The City of Corpus Christi accepts the findings of the survey and analysis completed by City Staff and declares that the areas, as specified within borders and boundaries defined in the completed survey as depicted in the attached Exhibit A, have met the criteria of a deteriorating area and meet the criteria as a qualified area for special code enforcement activities and for utilization of CDBG funds in these areas to carry out one of the national objectives of benefiting low- and moderate-income persons or aid in the prevention or elimination of slums or blight. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Nelda Martinez City Secretary Mayor Corpus Christi, Texas day of 2014 The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott 2 V. m � o m � - m e e !pp!tt f i A MI C uIUn r. , n e _ J e ,P r t' x 7 o YP r�".?r xn0 !• e v Vr w �} t } P.. r �. ry N " r m Z ELECTRONIC CODE OF FEDERAL REGULATIONS e-CFR Data is current as of May 20, 2014 Title 24: Housing and Urban Development PART 570—COMMUNITY DEVELOPMENT BLOCK GRANTS Subpart C—Eligible Activities §570.202 Eligible rehabilitation and preservation activities. (a)Types of buildings and improvements eligible for rehabilitation assistance. CDBG funds may be used to finance the rehabilitation of: (1) Privately owned buildings and improvements for residential purposes; improvements to a single-family residential property which is also used as a place of business,which are required in order to operate the business, need not be considered to be rehabilitation of a commercial or industrial building, if the improvements also provide general benefit to the residential occupants of the building; (2) Low-income public housing and other publicly owned residential buildings and improvements; (3) Publicly or privately owned commercial or industrial buildings, except that the rehabilitation of such buildings owned by a private for-profit business is limited to improvement to the exterior of the building, abatement of asbestos hazards, lead-based paint hazard evaluation and reduction, and the correction of code violations; (4) Nonprofit-owned nonresidential buildings and improvements not eligible under§570.201(c); and (5) Manufactured housing when such housing constitutes part of the community's permanent housing stock. (b)Types of assistance. CDBG funds may be used to finance the following types of rehabilitation activities, and related costs, either singly, or in combination,through the use of grants, loans, loan guarantees, interest supplements, or other means for buildings and improvements described in paragraph (a) of this section, except that rehabilitation of commercial or industrial buildings is limited as described in paragraph (a)(3) of this section. (1) Assistance to private individuals and entities, including profit making and nonprofit organizations,to acquire for the purpose of rehabilitation, and to rehabilitate properties,for use or resale for residential purposes; (2) Labor, materials, and other costs of rehabilitation of properties, including repair directed toward an accumulation of deferred maintenance, replacement of principal fixtures and components of existing structures, installation of security devices, including smoke detectors and dead bolt locks, and renovation through alterations, additions to, or enhancement of existing structures and improvements, abatement of asbestos hazards (and other contaminants) in buildings and improvements that may be undertaken singly, or in combination; (3) Loans for refinancing existing indebtedness secured by a property being rehabilitated with CDBG funds if such financing is determined by the recipient to be necessary or appropriate to achieve the locality's community development objectives; (4) Improvements to increase the efficient use of energy in structures through such means as installation of storm windows and doors, siding, wall and attic insulation, and conversion, modification, or replacement of heating and cooling equipment, including the use of solar energy equipment; (5) Improvements to increase the efficient use of water through such means as water savings faucets and shower heads and repair of water leaks; (6) Connection of residential structures to water distribution lines or local sewer collection lines; (7) For rehabilitation carried out with CDBG funds, costs of: (i) Initial homeowner warranty premiums; (ii) Hazard insurance premiums, except where assistance is provided in the form of a grant; and (iii) Flood insurance premiums for properties covered by the Flood Disaster Protection Act of 1973, pursuant to §570.605. (8) Costs of acquiring tools to be lent to owners,tenants, and others who will use such tools to carry out rehabilitation; (9) Rehabilitation services, such as rehabilitation counseling, energy auditing, preparation of work specifications, loan processing, inspections, and other services related to assisting owners,tenants, contractors, and other entities, participating or seeking to participate in rehabilitation activities authorized under this section, under section 312 of the Housing Act of 1964, as amended, under section 810 of the Act, or under section 17 of the United States Housing Act of 1937; (10)Assistance for the rehabilitation of housing under section 17 of the United States Housing Act of 1937; and (11) Improvements designed to remove material and architectural barriers that restrict the mobility and accessibility of elderly or severely disabled persons to buildings and improvements eligible for assistance under paragraph (a) of this section. (c) Code enforcement. Costs incurred for inspection for code violations and enforcement of codes(e.g., salaries and related expenses of code enforcement inspectors and legal proceedings, but not including the cost of correcting the violations) in deteriorating or deteriorated areas when such enforcement together with public or private improvements, rehabilitation, or services to be provided may be expected to arrest the decline of the area. (d) Historic preservation. CDBG funds may be used for the rehabilitation, preservation or restoration of historic properties, whether publicly or privately owned. Historic properties are those sites or structures that are either listed in or eligible to be listed in the National Register of Historic Places, listed in a State or local inventory of historic places, or designated as a State or local landmark or historic district by appropriate law or ordinance. Historic preservation, however, is not authorized for buildings for the general conduct of government. (e) Renovation of closed buildings. CDBG funds may be used to renovate closed buildings, such as closed school buildings,for use as an eligible public facility or to rehabilitate such buildings for housing. (f) Lead-based paint activities. Lead-based paint activities pursuant to §570.608. [53 FR 34439, Sept. 6, 1988; 53 FR 41330, Oct. 21, 1988, as amended at 60 FR 1944,Jan. 5, 1995; 60 FR 56911, Nov. 9, 1995; 64 FR 50225, Sept. 15, 1999; 71 FR 30035, May 24, 2006] d AGENDA MEMORANDUM oaPOwR,ko Future item for the City Council meeting of June 10, 2014 2852 Action Item for the City Council meeting of June 17, 2014 DATE: May 28, 2014 TO: Ronald L. Olson, City Manager FROM: Floyd Simpson, Chief of Police floydspcctexas.com 886-2604 Execute an interlocal agreement with Nueces County regarding use of body cameras CAPTION: Resolution authorizing the City Manager or his designee to execute an Interlocal Agreement with Nueces County to allow the Police Department use of seventy-eight (78) body cameras acquired by the County as part of a grant for Violence Against Woman for a period of one year. PURPOSE: Nueces County has a high number of domestic violence incidences and the use of body cameras will assist in the prosecution of these cases. BACKGROUND AND FINDINGS: The Nueces County District Attorneys Office recently received a grant from the Governor's Office Violence Against Women formula grant for the purchase of body cameras to be used by the Corpus Christi Police Department. The city will require officers issued the body cameras to use the equipment when responding to domestic violence cases. The use of the cameras will assist in the prosecution of domestic violence cases. The interlocal agreement is necessary to detail the terms of equipment use, maintenance, and inventory. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: RECOMMENDATION: Staff recommends approving the interlocal agreement. LIST OF SUPPORTING DOCUMENTS: Interlocal agreement Resolution Authorizing the City Manager or his designee to execute an Interlocal Agreement with Nueces County to allow the Police Department use of seventy-eight (78) body cameras acquired by the County as part of a grant for Violence Against Woman for a period of one year. 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 to allow the Police Department use of seventy-eight (78) body cameras acquired by the County as part of a grant for Violence Against Woman for a period of one year. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Nelda Martinez City Secretary Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott INTERLOCAL AGREEMENT BETWEEN CITY OF CORPUS CHRISTI AND NUECES COUNTY STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS COUNTY OF TEXAS This Agreement entered into on the date of its execution as set forth below by and between City of Corpus Christi ("City"), 1201 Leopard Street, Corpus Christi, Texas 78401, a home-rule municipality, and Nueces County ("County"), 901 Leopard Street, Room 303, Corpus Christi,Texas 78401, a political subdivision of the State of Texas. WITNESSETH: WHEREAS,the County experiences a high number of domestic violence incidences; and WHEREAS,the District Attorney for the 105'h Judicial District was invited to apply for a Violence Against Women Formula grant from the Office of the Governor, Criminal Justice Division to assist in the prosecution of domestic violence cases; and WHEREAS, on January 29, 2014,the Commissioners Court of the County adopted a resolution authorizing the submission of a grant application for a Violence Against Women Formula grant in the amount of$73,669.24 for the purchase of 78 body cameras for use by the Corpus Christi Police Department; and WHEREAS, by letter dated March 3, 2014, the County was notified by the Governor's Office that it had received the grant, which was accepted at the March 19, 2014 Commissioners Court meeting; and WHEREAS, on March 19,2014,the Commissioners Court of the County approved HGAC Buy Contract purchase of 78 Vievu LE2 (LE3 in lieu of LE2)body cameras,including wall adapters, USB Cables, Spring Clips and Pin Clips used with the body cameras,for use by Corpus Christi police officers from COBAN Technologies, Inc.; and WHEREAS, Chapter 791 of the Texas Government Code, as amended authorizes contracts between local governmental agencies to perform governmental functions and services such as police protection as set out in § 791.003 (3)(A); NOW, THEREFORE, for and in consideration and exchange of mutual covenants and conditions contained herein the City and the County agree as follows: Page I of 4 I. The County agrees to use the Violence Against Women Formula grant received by the County to purchase 78 body cameras, maintenance, support and upgrades from COBAN Technologies, Inc. in the amount of$72,930.00 for use by the Corpus Christi Police Department. II. In consideration of the purchase of the 78 body cameras by the County under this Agreement,the City will require its police officers issued body cameras to use the body cameras when responding to domestic violence cases. The use of the body cameras will assist in the prosecution of domestic violence cases. III. The term of this Agreement begins on the date of its execution below and will continue for one year after the date of execution. All payments made pursuant to this Agreement shall be made from current revenues. IV. The 78 body cameras remain the property of the County and upon termination of this Agreement the City will surrender possession of all body cameras and accessories in the City's possession to the County. Accessories include wall adapters, USB Cables, Spring Clips and Pin Clips used with the body cameras. The City will not be responsible for body cameras or accessories that are lost, damaged or stolen,but will promptly report such loss, damage, or theft to the County as well as provide any documentation regarding such as may be requested by the County. Any non- functioning cameras with accessories will be returned to the County at the time they seize functioning. V. During the term of this Agreement, the City is not responsible for maintenance not provided by COBAN Technologies, Inc., under agreement with the County, of the body cameras and associated equipment. Page 2 of 4 VI. The City will cooperate with any audit of equipment required by the County or Governor's Criminal Justice Division,the source of the grant, as well as any other grant requirements. VII. The City will submit an annual report to the County indicating number of body cameras in use. VIII. The City represents that it has the necessary hardware and software to download any video taken from the body cameras and will provide DVDs of videos taken to the District Attorney, at no charge for investigation,prosecution, or other law enforcement requirements. IX. This Agreement may be amended by mutual consent of the parties. Any amendment must be in writing and signed by both parties to be effective. X. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid,illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision thereof and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement. XI. All notices pursuant to this Agreement will be deemed given when, either delivered in person or deposited in the United States mail, return receipt requested, addressed to the appropriate party at the following addresses: If to the County: County Judge Nueces County Courthouse, Room 303 901 Leopard Street Corpus Christi,Texas 78401 If to the City: Mr. Ronald L. Olson, City Manager 1201 Leopard Street Corpus Christi,Texas 78401 Page 3 of 4 XII. Neither the City nor the County waives any immunity from liability afforded under law. XIII. The undersigned signatories hereby represent and warrant that they are officers and that they have full and complete authority to enter into this Agreement. WITNESS our hands on this day of 2014. CITY OF CORPUS CHRISTI NUECES COUNTY By: By: Ronald L. Olson Samuel Loyd Neal,Jr. City Manager County Judge ATTEST: ATTEST: Rebecca Huerta Diana T. Barrera City Secretary County Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: Buck Brice Laura Garza Jimenez Assistant City Attorney County Attorney For City Attorney Page 4 of 4 _ AGENDA MEMORANDUM Future Item for the City Council Meeting of June 10, 2014 Action Item for the City Council Meeting of June 17, 2014 DATE: May 19, 2014 TO: Ronald L. Olson, City Manager FROM: Michael Morris, Director M ichael Mop_cctexas.com 361-826-3460 Art Donation Agreement Renewal for Hans Suter Park CAPTION: Motion authorizing the City Manager, or designee, to execute an agreement with the South Texas Alliance of Indigenous People for the donation and acceptance of the bronze sculpture by David McGary commemorating the Native Americans in Corpus Christi to be placed at Hans Suter Park. PURPOSE: Authorize an agreement to accept a bronze sculpture by renowned artist, David McGary, to be commissioned by the South Texas Alliance of Indigenous People. The proposed location is the south end of Hans Suter Park. BACKGROUND AND FINDINGS: The original agreement for this donation of art expired in 2011. The original group to enter into the agreement has re-organized and is now the South Texas Alliance for Indigenous People. The Arts and Cultural Commission and Parks and Recreation Advisory Committee both originally recommended acceptance of this project. The Arts and Cultural Commission has reviewed the renewal agreement request at their April 8, 2014 meeting and recommends acceptance. ALTERNATIVES: Do not approve acceptance of this art donation. OTHER CONSIDERATIONS: none CONFORMITY TO CITY POLICY: This donation of art is being presented according to Public Art Policies and Guidelines. These policies and guidelines were passed by the City Council on March 10, 1987. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal, Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): n/a Comments: none RECOMMENDATION: Staff recommends approval of this motion. LIST OF SUPPORTING DOCUMENTS: Art donation agreement Attachment— Proposed Site Plan Page 1 of AGREEMENT FOR ACCEPTANCE OF ART BETWEEN THE CITY OF CORPUS CHRISTI AND SOUTH TEXAS ALLIANCE OF INDIGEOUS PEOPLE This agreement ("Agreement") is entered into by and between the City of Corpus Christi, Texas, a home-rule municipal corporation ("City"), acting through its duly authorized City Manager or the City Manager's designee ("City Manager") and South Texas Alliance of Indigenous People of 1929 Yale St, Corpus Christi,Texas("Alliance"). WHEREAS, the South Texas Alliance of Indigenous People of Corpus Christi, operating under The Center for Progressive Studies, a 501(c)(3) non-profit organization, desires to commission a bronze sculpture commemorating the Native Americans in Corpus Christi,Texas, NOW, THEREFORE, the City and Alliance, 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. Contract Administrator. The City's contract administrator for this Agreement is the City's Director of Parks and Recreation("Director"). Section 2. Artwork. The Alliance shall commission artist David McGary to provide professional services in designing, constructing, finishing, transporting, and installing a permanent work of art created in bronze which commemorates the Native Americans in Corpus Christi, and including a circular walking area around the statue, together known herein as the Artwork("Artwork"). A representative design of the Artwork, including plans and specifications, is attached to this Agreement as Exhibit A and incorporated in this Agreement by reference. The City and Alliance acknowledge that Alliance's preliminary design for the Artwork has been reviewed and approved by the City's Arts and Cultural Commission and the Parks and Recreation Advisory Committee. Section 3. Term of Agreement. The term of this agreement shall be for five (5) years firm commencing on ,2014, and ending , 2019. Section 4. Compensation. The Alliance is responsible for all payments for the Artwork including construction, installation, repair and proper maintenance. The City has no obligation for the installation, repair or maintenance of the Artwork. Section 5. Gift of Artwork. The Alliance will gift the Artwork to the City upon its completion and complete installation at Hans Suter Park. Section 6. Location of Artwork. The exact location for Artwork installation at Hans Suter Park shall be determined by the Director("Project Premises"). Section 7. Construction of the Artwork. The Alliance shall comply with all applicable City codes regarding construction and installation of the Artwork. Page 2 of Section 8. Installation of the Artwork. Upon completion of to ,the Alliance all send notice to the Director at least forty-five days prior to the projected date"of Installation. The parties anticipated completion date of the Artwork Is t`® to eft Alliance shall not commence Installation of the Artwork until all Insurance Is obtained as required Manager. Alliance shall provide plans G for installation of the Artwork. llia shall be contractually ns le for all completion costs associated with construction n installation the Artwork. Alliance shall be contractually of for the physical installation of the Artwork all completion costs associated with the installation of a Artwork at the Project Premises. Section 9. Artwork Maintenance. Alliance ail remain responsible for Artwork maintenance and it so long as Artwork is installed r Section 1 . Taxes. Alliance is i f responsible for the payment of any and li taxes that may become due to any taxing authority. agency, or entity with respect to services provided by Alliance or with the Artwork that Is the subject of this Agreement. This provision survives the expiration orearlier t iati of this Agreement. Section 1. Insurance. At least fourteen (1 ) days prior to delivery of the Artwork to City property, Ian shall notify the City Risk Manager and obtain Insurance as descAbed E Exhibit ul Director of is Manager. Section 12 Independent Cont r, Lack of Contractual Authority. A. Alliance shall perform all work and under this Agreement as an independent contractor and not as an agent representative, or employee of the B. This Agreement dos not establish Alliance as the agent or legal representative of the City r any purpose r, and Alliance is not granted any express or implied right or authority to e or create any obligation or responsibility n behalf o, or in e name of,the City or to bind the City In any manner whatsoever. Section .Title;Copyright u . A. Title to the Artwork will pass to the City upon final written acceptance Director, B. In its contract with artist David McGery,Alliance shall ensure that the City is nt right by the artist for an irrevocable license to graphically reproduce, through photography or otherwise, the Image of including, but not limited t , the Artwork E and all preliminary studies, and to authorize third a to graphically reproduce,through photography or otherwise.any and all of the same as are i the City for any purpose deemed approprIate by the City Manager. The rights granted by is subsection ' termination is Agreement. Page 3 of 6 Section 14, Identification Label. The Alliance shall prepare, at its own expense, an Identification label Indicating Alliance's name, the Artist's name,the ArtworWs 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 15. Warranties. Alliance shall ensure that the Artist warrants to the Alliance and the City that the Artwork shall be designed to last for 20 years or more. Section 16. Risk of Loss. Alliance is responsible for risk oft or damage regarding the Artwork until Alliance has completed Installation of the Artwork and City Director has provided Alliance with City Director's final written acceptance of the Artworit Section 17. Indemnification.Alliance ("Ind nor")shall fully Indemnify,save, and hold harmless the City and Its officers, employees, and agents (collectively, "Ind emnit ees") 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, which may arise out of, be caused by, or be In any way connected with, either proximately or remotely,wholly or In part,the design,fabrication, Installation, repair, restoration, maintenance 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 Indemnitor covenants and agrees that, If the Indemnitee Is made a party to any litigation commenced by any party other then Indemnitor relating to this Agreement Indemnitor shall, upon receipt of reasonable notice regarding commencement of litigation and at his/her own expense, Investigate all them claims and demands, attend t o t heir settlement or other disposition, defend lndemnftee In all actions based thereon with counsels o to the Ind emnitee, 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. This provision survives the expiration or earlier termination of this Agreement. Section 18. Collection Management. The City reserves the right to manage its collection of art including the Artwork, for public purposes and, in doing go, 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 M City survives the expiration of this Agreement. Section 19. Force Majoure. 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. Section 20. 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 Wormed. Section 21. Interpretation. This Agreement will be governed by and construed in accordance with the laws of the to of Texas, Page 4 of 6 Section 22. 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 fax transmission. 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 fax is deemed effective upon proof of delivery to the receiving party. All communications must only be made to the following: - ---- --------- IF TO CITY: IF TO ALLIANCE: City of Corpus Chr1W South Texas Alliance of Indigenous People Attn:Director of Parks and Recreation Attn: Larry Running Turtle Salazar 1201 Leopard; 3"d FI President,S.T.A.I.P P.O. Box 9277 1929 Yale St Corpus Christi,Texas 78469-9277 Corpus Christi,Texas 78416 (361)SBO-3461 (361)563-5274 (361)BBD-3864 Fax @cclexasM. m C. Either an ge the address to which notice Is sent by using a method set out above. Alliance shall notify City of an address change within ten (1 0) days after the address is changed. Section 23. Modification or Amendment Modification or amendment of any of the terms of this Agreement Is effective upon written authorization of each of the parties to this Agreement. EXECUTED IN DUPLICATE,each of which will be considered an original, an this the_day of 2014. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Ron 61so-n City Secretary City Manager Page 5 of 6 APPROVED AS TO LEGAL FORM r 2014 �' ; r r1 c L Assistant City Attorney for City Attorney South Texas Alliance of Indigenous People Printed Title 4al id j&m* Date: STATE OF TEXAS COUNTY OF NUECES his instru ie t was acknowledged before me on , 2014, by r+ -' ZA,K as the ST tle)for the South Texas Alliance of Indig6m6us People, a non- Y (type of organization), on behalf of said organization. _ YOLANDA GUAJARDO Notary Public,State of Texas a : My Commission Expires July 19,2016 Seal: No a Public, State of T as�� My Commission Expires Notary's Printed Name Center r Progressive Studies and Culture, Ic. Printed Title: t STATE OF TEXAS COUNTY OF NUECES This Instrument was acknowledged before , ,by ® t Ct r t17 enter for Progressive Studies or , Inc. `) ( e of organization),an behair of i organization. $pro JOY 1 Notary Public ,. ^� Seal: 4 s'TATEOFTEXAS u bii� State teofl'es '^��.�` Myoril 28.2018 o 1ss o Cr s —NIolaWPriffled LIST OF ATTACHED EXHIBITS Exhibit A: Representative Design for Artwork EXHIBIT A w:§ � : t ,. � « }�» Artist David McGary Sculpture: Bronze,§.i0 feet Location: Ha s&Pat Suter Wildlife Refuge EXHIBIT B INSURANCEAKQEIREMENTS CONTRACTQ9aLU2L1ADLE5JMAE0 A. Contractor shall not commence work under this agreement until all insurance required herein has been obtained and approved by the City's is Manager or designee. Contractor must not allow any subcontractor to commence work unti t all similar insurance required of the subcontractor has been so obtained. B. on tors fiffnish to the Risk Manager ordesignee two(2)copies ofCertifir-ates ofinsumner,with applicable policy endorsements showing the following minimum coverage by an insurance co s)acceptable to the Risk Manager or designee. Ile City must be named as an additional i nsured for the General Liabil ity policy,and a waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-Day Notice of Cancellation required on all certificates i Bodily injury and Property Darnage by policy en s) Per Occurrence/aggregate Commercial General Liability including- W00,000 Per Occurrence I. Broad Form 2. Premises -Operations ® Products/Completed Operations Hazard 4. Contractual Liability ® Broad Form Property Damage 6. Independent Contractors 7. Underground Hazard(if applicable) BUSINESS AUTOMOBILE LIABILITY $500,000 Combined Single Limit 1. Owned 2® Hired&Non-owned WORKERS'COMPENSATION WHICH COMPLIES WITH THE TMS WORKERS' COMPENSATION ACT AND PARAGRAPH 11 OF THIS EXHIBIT. EMPLOYER'S LIABILITY $500,000 1 S500.000/S500,000 MSTALLATION FLOATER Coverage shall be in the amount of the appraised value Artwork. Coverage shall cover transportation of Artwork From point of origin thru installation and acceptance of i®Parks and Recreation Director. C. in the event of accidents of any kind related to Us project,Contractor shal I famish the is Manager with copies of all reports of such accidents within ten(10)days of the accident. IL ADDITIONAL REQUIREMENTS A. Contractor must obtain workers'compensation coverage through a licensed insurance company in accordance with Texas law.7be contract for coverage must be written on a policy and 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. Contractor shall obtain and maintain in full force and effect for the duration of this Contract,and any extension hereof,at Contractor's sole expense.insurance coverage written on an occurrence basis,bycompanles authorized and admitted to do business in the state orTexas and with an A.M.Besfs rating orno less then A-VII. C. TheCityshall beenthled,upon request and withoutexpense,to receive copies of the policies,declarations page and all endorsements thereto as they apply to the limits required by the City.Contractor shall be required to comply with any such requests and shall sub mitacopy orthe replacementcerlificale of insurance t ty at the address provided below within 10 days or the requested change.Corr tractars hall pay any costs incurred resulting ftom said changes.All notices under this Article shall be given to City at the following address., City of Corpus Christi Attn:Fisk Management P.O.Box 9277 Corpus Christi,TX 78469-9277 (361)8264555-Fax# D. Contractor agrees that with respect tote above required ins all insurance policies are to contain or be endorsed to contain the rollowing required provisions: • Name the City and its officers,officials,employees,volunteers,and elected representatives as additional insured bye o nt,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 policy • Provide for an endorsement that the"other insurance"clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy-, • Workers'com pen sation and employers'liabi lity policies will provide a waiverorsubragation in fbvor ofthe 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 rive(5)calendar days of a suspension, cancellation,or non-renewal or coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City.Cityshall have the option to suspend Contractoes performance should there be a lapse in coverage at any time during this contracL Failure to provide and to maintain the required insurance shall constitute a material breach of this con tram 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 shal I 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 ofdamages to persons or property resulting from Corr tars or its subcontractor's perforTnance 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 o orpus Christi for liability arising out of operations under this agreement. 1. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreemeffl. 2013 ins req. Parks&Rec Dqd. water Goden Pipe Repl Prodect 7/0112013 ds Risk Mgmt. Attachment — Proposed Site Plan Ishka Monument Hans & Pat Suter Wildlife Refuge w Rip I I it yr. r< - I i v c �iJll«h /a a� llr�l 60 s'✓J�ya rt h� �U l �� s ns 1r i a r«� ioi a airrir a«i I p� r � 2014 Notes: - Sculpture design has been modified —the main figure will be standing. - The inscription for the base of sculpture has not been finalized. US 0 _ AGENDA MEMORANDUM Future Item for the City Council Meeting of June 10, 2014 xg Action Item for the City Council Meeting of June 17, 2014 DATE: May 23, 2014 TO: Ronald L. Olson, City Manager FROM: Michael Morris, Director MichaelMo@cctexas.com 361-826-3494 Texas General Land Office Beach Cleaning and Maintenance Assistance Program CAPTION: Resolution authorizing the City Manager or designee to execute all documents necessary to request continued financial assistance for beach cleaning and maintenance on North Padre Island and Mustang Island during FY 2014-2015 under the Texas General Land Office's Beach Cleaning and Maintenance Assistance Program. PURPOSE: The Beach Cleaning and Maintenance Assistance Program provides reimbursement for some portion of the City of Corpus Christi's beach maintenance expenditures. BACKGROUND AND FINDINGS: The Texas General Land Office (TGLO) Beach Cleaning and Maintenance Assistance Program uses a funding formula to reimburse cities and counties so the reimbursement amount varies from year to year. Currently, the principal portion of the beach maintenance appropriations is distributed among the twelve communities that contain public beaches within their jurisdiction and have made application for funding. For FY12 and FY13, the City received $62,757.75 and $67,737.35 respectively. FY14 funds have yet to be distributed but are estimated to be less than FY12 and FY13. ALTERNATIVES: Do not apply for beach maintenance funding. OTHER CONSIDERATIONS: Cities which qualify for eligibility under the Natural Resources Code, may receive up to, but no greater than two-thirds reimbursement for eligible expenses incurred in cleaning and maintaining the beaches; however, actual state appropriations have always limited this reimbursement to the range of 10 to 20 percent of actual local costs. CONFORMITY TO CITY POLICY: The City Council must pass a resolution to apply for the Texas General Land Office program. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal, Finance FINANCIAL IMPACT: ❑ Operating X Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget n/a 0 0 Encumbered / n/a 0 0 Expended Amount This item n/a $40,000 0 $40,000 BALANCE n/a $40,000 0 $40,000 FUND(S): General Fund 1020 Comments: The revenue from this reimbursement program has been submitted in the FY15 proposed General Fund budget. RECOMMENDATION: Staff recommends the City Council approve this resolution. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing the City Manager or designee to execute all documents necessary to request continued financial assistance for beach cleaning and maintenance on North Padre Island and Mustang Island during FY 2014-2015 under the Texas General Land Office's Beach Cleaning and Maintenance Assistance Program. 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 all documents necessary to apply for continued financial assistance for cleaning and maintaining beaches under the City's jurisdiction on North Padre Island and Mustang Island during FY 2014-2015 under the Texas General Land Office's Beach Cleaning and Maintenance Assistance Program. SECTION 2. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Nelda Martinez City Secretary Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott se Ak o 0ONVOR 11 1852 AGENDA MEMORANDUM Future Item for the City Council Meeting of June 10, 2014 Action Item for the City Council Meeting of June 17, 2014 DATE: May 20, 2014 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P. E., Assistant City Manager for Public Works & Utilities gustavogo@cctexas.com (361) 826-3897 THRU: Daniel Biles, P. E., Executive Director of Public Works danb @cctexas.com (361) 826-3729 FROM: Natasha Fudge, P. E., Acting Director of Capital Programs natashaf@cctexas.com (361) 826-3504 Michael Morris, Director of Park and Recreation michaelmo@cctexas.com (361) 826-3464 Advance Funding Agreement with TXDOT Schanen Hike and Bike Trail from Yorktown Boulevard to Saratoga Boulevard CAPTION: Resolution authorizing the City Manager, or designee, to execute an Advance Funding Agreement with the Texas Department of Transportation (TXDOT) for Schanen Hike and Bike Trail from Yorktown Boulevard to Saratoga Boulevard (Bond 2012) with the City's participation in the amount of $207,340. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute an Advance Funding Agreement with the Texas Department of Transportation (TXDOT) for Schanen Hike and Bike Trail from Yorktown Boulevard to Saratoga Boulevard (Bond 2012) with the City's participation in the amount of $207,340; alongside with TXDOT's participation of$829,358. K:\ENGINEERING DATAEXCHANGE\VELMAP\PARKS&REC\E12116 HIKE AND BIKE TRAIL DEVELOPMENT BOND ISSUE 2012\2014-06-10 ADVANCE FUNDING AGREEMENT TXDOT\AGENDA MEMO-SCHANEN HIKE BIKE TRAIL.DOCX BACKGROUND AND FINDINGS: The Schanen Hike and Bike Trail from Yorktown Boulevard to Saratoga Boulevard will provide improved access and safety for bicyclist and pedestrians and join neighborhoods, schools, and several nearby parks. The trail will be a 10-foot wide concrete sidewalk between Yorktown Boulevard and Cedar Pass and a 10-foot wide reclaimed granite trail between Cedar Pass and Saratoga Boulevard for a total distance of 1.5-miles with three (3) trailheads and two (2) parking areas, one in Snead Park and one in Breckenridge Park. Completion of this project will provide an off-street multi- use bike path that shall provide safer transportation for children and adults to neighborhoods, parks, and schools apart from vehicular traffic. ALTERNATIVES: 1. Provide authority to execute the Advance Funding Agreement. (Recommended) 2. Do not provide authority to execute the Advance Funding Agreement. (Not recommended) CONFORMITY TO CITY POLICY: The Resolution conforms to the City's Charter. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTALCLEARANCES: Park and Recreation FINANCIAL IMPACT: Fiscal Year Project to Date 2013-2014 Expenditures Current Year Future Years TOTALS (CIP only) Line Item Budget $2,722,084.00 $2,722,084.00 Encumbered / $2,283,147.00 $2,283,147.00 Expended Amount This item $207,340.00 $207,340.00 BALANCE $231,597.00 $231 ,597.00 Fund(s): CIP Bond 2012 Proposition No. 1 Streets, Sequence No. 15 Comments: The Transportation Enhancement Program is administered by the Texas Department of Transportation (TXDOT) and provides opportunities for non-traditional transportation activities. Projects must go above and beyond standard transportation activities and be integrated into the surrounding environment in a sensitive and creative manner that contributes to the livelihood of the community, promote the quality of the environment and enhance the aesthetics of the roadways. RECOMMENDATION: Passage of the Resolution as proposed for authority to execute an Advance Funding Agreement with the Texas Department of Transportation (TXDOT) for Schanen Hike and Bike Trail from Yorktown Boulevard to Saratoga Boulevard (Bond 2012) with the City's participation in the amount of $207,340. K:\ENGINEERING DATAEXCHANGE\VELMAP\PARKS&REC\E12116 HIKE AND BIKE TRAIL DEVELOPMENT BOND ISSUE 2012\2014-06-10 ADVANCE FUNDING AGREEMENT TXDOT\AGENDA MEMO-SCHANEN HIKE BIKE TRAIL.DOCX LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Advance Funding Agreement Resolution K:\ENGINEERING DATAEXCHANGE\VELMAP\PARKS&REC\E12116 HIKE AND BIKE TRAIL DEVELOPMENT BOND ISSUE 2012\2014-06-10 ADVANCE FUNDING AGREEMENT TXDOT\AGENDA MEMO-SCHANEN HIKE BIKE TRAIL.DOCX RESOLUTION AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE AN ADVANCE FUNDING AGREEMENT WITH THE TEXAS DEPARTMENT OF TRANSPORTATION (TXDOT) FOR SCHANEN HIKE AND BIKE TRAIL FROM YORKTOWN BOULEVARD TO SARATOGA BOULEVARD WITH THE CITY'S PARTICIPATION IN THE AMOUNT OF $207,340. (BOND 2008/2012) NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager, or designee, is authorized to execute an Advance Funding Agreement with the Texas Department of Transportation (TXDOT) for Schanen Hike and Bike Trail from Yorktown Boulevard to Saratoga Boulevard with the City's participation in the amount of $207,340. (Bond 2008/2012) SECTION 2. The City of Corpus Christi supports the funding for the project. SECTION 3. The City of Corpus Christi commits to the project's development, implementation, construction, maintenance, management and financing, subject to any necessary appropriation of funds. SECTION 4. The Resolution shall take effect and be in full force immediately after its adoption by the City Council. ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta Nelda Martinez City Secretary Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott Hike and Bike Trails (Bond 2008 & Bond 2012) Schanen Hike and Bike Trail from Yorktown Boulevard to Saratoga Boulevard Project Budget Estimate FUNDS AVAILABLE Parks and Recreation Bond 2008............................................................................... $ 500,000.00 Parks and Recreation Bond 2012............................................................................... 1,500,000.00 TXDOT Transportation Enhancement Grant................................................................ 829,358.00 Total Funds Available............................................................................................ 2,829,358.00 FUNDS REQUIRED Construction Estimates: Construction (preliminary estimate for Schanen Hike and Bike Trail Phase 1 and 2)............. 1,036,698.00 Contingency (10%)................................................................................................. 103,669.00 Construction (preliminary estimate for Bear Creek Hike and Bike Trail).............................. 821,940.00 Contingency (10%)................................................................................................. 82,194.00 Construction Materials Testing (estimate).................................................................... 95,270.00 Land Acquisition.............................................................................................. 17,700.50 Construction Inspection Services (estimate).............................................................. 128,850.00 Design Fees: JEC Architects (Schanen, Phase 1)........................................................................ 52,175.00 Martinez, Guy& Maybik (Schanen, Phase 2 and Bear Creek).......................................... 221,090.00 Capnor USA, Inc. (Survey Agreement).................................................................... 4,740.00 Rock Engineering (Subsurface Investigation)............................................................ 2,200.00 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance) 56,587.00 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt Services)................................. 84,880.00 Miscellaneous (Printing, Advertising, etc.)................................................................... 20,000.00 Total Funds Required............................................................................................ 2,727,993.50 Estimated Project Budget Balance......................................................................... 101,364.50 , r . i V � J F �rUa,r � ` r 6i t , e , PROJECT LOCATION #130291 ' a a e / � � /1, ,'b�; �!✓ i r' aPr i �ll�N.,✓r,�,�: rili �aaJ,aadW �l✓��✓i,P� � � ,r ,� n ;,PROJECT #13 0 2 91 Schanen Hike and Bike Trail CITY COUNCIL EXHIBIT from Yorktown Boulevard CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS to Saratoga Boulevard PAGE 1 OF 1 CSd#0916-35-175Fed.#STP2014(165)TE District#16-Carpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development STATE OF TEXAS § COUNTY OF TRAVIS § Off-System LOCAL TRANSPORTATION PROJECT ADVANCE FUNDING AGREEMENT For a Transportation Enhancement (TE) Project This Local Project Advance Funding Agreement (LPAFA) is made by and between the State of Texas, acting by and through the Texas Department of Transportation, called the "State", and the City of Corpus Christi, acting by and through its duly authorized officials called the "Local Govemment". WITNESSETH WHEREAS, a Master Agreement between the Local Govemment and the State has been adopted and states the general terms and conditions for transportation projects developed through this LPAFA; and, WHEREAS, the Local Government prepared and submitted to the State a nomination form for consideration under the Transportation Enhancement Program for the project which is briefly described as Schanen Hike and Bike Trail, called the Project; and WHEREAS, the Texas Transportation Commission (the Commission) passed Minute Order Number 113642 dated July 25, 2013 awarding funding for projects in the 2012 Program Call of the Transportation Enhancement Program, including the Project; and WHEREAS, the rules and procedures for the selection and administration of the Transportation Enhancement Program are established in 43 TAC Sections 11.200 et seq.; and WHEREAS, the governing body of the Local Government has approved entering into this LPAFA by resolution or ordinance dated December 18, 2012, which is attached to and made a part of this LPAFA as Attachment A; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties hereto, to be by them respectively kept and performed as hereinafter set forth, it is agreed as follows: AGREEMENT 1. Period of the Agreement The period of this LPAFA is as stated in the Master Agreement, without exception. AFA—LPAFA,-ITE Page 1 of 14 Rev. 01/17/2014 CSd#0916-35-175Fed.#STP2014(165)TE District#16-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development 2. Termination of this LPAFA The termination of this LPAFA shall extinguish all rights, duties, obligations, and liabilities of the State under this LPAFA. This LPAFA shall be terminated under the conditions as stated in the Master Agreement or for the conditions, and in the manner, described in this LPAFA. A. If the potential termination of the LPAFA is due to the failure of the Local Government to fulfill its contractual obligations, the State will notify the Local Government that possible breach of contract has occurred. The Local Government should make every effort to remedy the breach within a period mutually agreed upon by both parties. B. If the Local Government withdraws from the Project after the LPAFA is executed, it shall be responsible for all direct and indirect Project costs as identified by the State's cost accounting system. C. A Project may be eliminated from the program as outlined below. If the Project is eliminated for any of these reasons, this LPAFA will be appropriately terminated. A project may be eliminated from the program if: 1. The Local Government fails to satisfy any requirements of the program rules cited as 43 TAC §11.200 et seq. 2. The implementation of the Project would involve significant deviation from the activities as proposed in the nomination form. 3. The Local Government withdraws from participation in the Project. 4. This is a construction project and construction has not been let by August 31,2016. 5. This is not a construction project and project activities have not been completed by completed by , 20N/A. 6. The State determines that federal funding may be lost due to the Project not being implemented and completed. 7. Funds are not appropriated, in which case this LPAFA shall be terminated immediately with no liability to either party. Payment under this LPAFA beyond the current fiscal biennium is subject to availability of appropriated funds. 8. The Local Government fails to attend progress meetings at least twice yearly, as scheduled by the State. 3. Amendments Amendments of this LPAFA shall be made as described in the Master Agreement, without exception. 4. Scope of Work, Use of Project, and Project Location The scope of work for the Project, which is shown in Attachment B, the Project Location Map, described in the nomination form and as approved by the Texas Transportation Commission, consists of: "Construction of a hike and bike trail in the City of Corpus Christi along the Schanen Storm Water Ditch from Yorktown Boulevard to Saratoga Boulevard. The trail will be an ten(10) foot wide concrete sidewalk between Yorktown Boulevard and Cedar Pass and a ten (10) foot wide reclaimed granite trail between Cedar Pass and Saratoga Boulevard for a total distance of one and one half (1.5) miles with three (3) trailheads and two (2) parking areas (one in Snead Park and one in Breckenridge Park). The purpose of this Transportation Enhancement project is AFA—LPAFA—TE Page 2 of 14 Rev. 01/17/2014 CSd#0916-35-175Fed.#STP2014(165)TE District#16-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development to provide an off street multi-use bike path that shall provide safer transportation for children and adults to neighborhoods, parks, and schools apart from vehicular traffic." Any project changes proposed must be submitted in writing by the Local Government to the State. Changes may also require an amendment to the LPAFA and the approval of the Federal Highway Administration (FHWA), the State, or the Commission. Any changes undertaken without written approval and agreement amendment may jeopardize not only the federal funding for the changes, but the federal funding of the entire Project. 5. Right of Way and Real Property Acquisition Right of way and real property acquisition shall be the responsibility of the Local Government, as stated in the Master Agreement unless otherwise provided below: A. Right of way and real property acquisition shall be the responsibility of the Local Government. Title to right of way and other related real property must be acceptable to the State before funds may be expended for the improvement of the right of way or real property. If the Local Government is the owner of any part of the Project site under this LPAFA, the Local Government shall permit the State or its authorized representative access to occupy the site to perform all activities required to execute the work. B. The Local Government will comply with and assume the costs for compliance with all the requirements of Title Il and Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, Title 42 U.S.C.A. Section 4601 et seq., including those provisions relating to incidental expenses incurred by the property owners in conveying the real property to the Local Government, and benefits applicable to the relocation of any displaced person as defined in 49 CFR Section 24.2(g). Documentation to support such compliance must be maintained and made available to the State and its representatives for review and inspection. C. The Local Government shall assume all costs and perform all work necessary to obtain needed evidence of title or right of use in the name of the Local Government to the real property required for development of the Project. The evidence of title or rights shall be acceptable to the State, and be free and clear of all encroachments. The Local Government shall secure and provide easements and any needed rights of entry over any other land needed to develop the Project according to the approved Project plans. The Local Government shall be responsible for securing any additional real property required for completion of the Project. D. The State will not reimburse the Local Government for any real property acquired before execution of this LPAFA and before federal spending authority is approved. E. The Local Government shall prepare real property maps, property descriptions, and other data as needed to properly describe the real property and submit them to the State for approval prior to the Local Government acquiring the real property. Tracings of the maps shall be retained by the Local Government for a permanent record. F. The Local Government agrees to make a determination of property values for each real property parcel to be purchased with federal funds by methods acceptable to the State and to submit to the State a tabulation of the values so determined, signed by the appropriate Local Government representative. The tabulations shall list the parcel AFA—LPAFA,. TE Page 3 of 14 Rev. 01/17/2014 CSJ#0916-35-175Fed.#STP2014(165)TE District#16-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development numbers, ownership, acreage, and recommended compensation. This tabulation shall be accompanied by an explanation to support the determined values, together with a copy of the documentation and reports used in calculating each parcel's value. Expenses incurred by the Local Government in performing this work may be eligible for reimbursement after the Local Government has received written authorization by the State to proceed with determination of real property values. The State will review the data submitted and will base its reimbursement for parcel acquisitions on these in determining the fair market value. G. Condemnation shall not be used to acquire real property for this enhancement Project. H. Reimbursement for real property costs will be made to the Local Government for real property purchased in an amount not to exceed eighty percent (80%) of the cost of the real property purchased in accordance with the terms and provisions of this LPAFA. Reimbursement will be in an amount not to exceed eighty percent (80%) of the State's predetermined fair market value of each parcel, or the net cost of each parcel, whichever is less. In addition, reimbursement will be made to the Local Government for necessary payments to appraisers for expenses incurred in order to assure good title. Any costs associated with the relocation of displaced persons and personal property, as well as incidental expenses incurred in acquiring property to implement a TE project, will be the responsibility of the Local Government and current property owner at no cost to the State. I. If the Project requires the use of real property to which the Local Government will not hold title, a separate agreement between the owners of the real property and the Local Government must be executed prior to execution of this LPAFA. The separate agreement must establish that the Project will be dedicated for public use for a period of time commensurate with the federal investment, but not less than 10 (ten) years after completion. The separate agreement must define the responsibilities of the parties as to the use of the real property and operation and maintenance of the Project after completion. The separate agreement must be approved by the State prior to its execution. A copy of the executed separate agreement shall be provided to the State. J. The Local Government agrees to execute individually or produce a legal document as necessary to provide for the Project's continued use from the date of completion, and agrees to cause the same to be recorded in the land records of the appropriate jurisdiction. K. Local governments receiving federal funds must retain an inventory of funded items and monitor projects in accordance with 23 CFR 710 and 49 CFR 18, and with the procedures provided in the State's Local Government Project Procedures manual. The Local Government agrees to monitor the Project to ensure: (1) continued use of the property for approved activities, and (2) the repayment of the federal funds, as appropriate. 1. The Local Government agrees to the review of their Project accounts and site visits by the State during the development of the Project at any time; 2. Upon Project completion, the State will continue to perform periodic visits to confirm the Project's continued use and upkeep. AFA—LPAFA—TE Page 4 of 14 Rev. 01/17/2014 CSd#0916-35-175Fed.#STP2014(165)TE District#16-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development L. Forty five (45) days prior to any constructions contract let date, the Local Government shall provide a certification to the State that all real properly has been acquired. 6. Utilities The Local Government shall be responsible for the adjustment, removal, or relocation of utility facilities in accordance with applicable State laws, regulations, rules, policies, and procedures, including any cost to the State of a delay resulting from the Local Govemment's failure to ensure that utility facilities are adjusted, removed, or relocated before the scheduled beginning of construction. The Local Government will not be reimbursed with federal or state funds for the cost of required utility work, unless specified in the Transportation Enhancement Nomination form and approved by the State. The Local Government must obtain advance approval for any variance from established procedures. Before a construction contract is let, the Local Govemment shall provide, at the State's request, a certification stating that the Local Govemment has completed the adjustment of all utilities that must be adjusted before construction begins. 7. Environmental Assessment and Mitigation A. Environmental assessment and mitigation will be carried out as stated in the Master Agreement, unless otherwise specified in the Transportation Enhancement Nomination form and approved by the State. These costs will not be reimbursed or credited towards the Local Govemment's financial share of the Project unless specified in the nominating form and approved by the State. B. Forty five (45) days prior to any construction contract let date, the Local Government shall provide a certification to the State that all environmental problems have been remediated. Additionally, before the advertisement for bids, the Local Govemment shall provide to the State written documentation from the appropriate regulatory agency or agencies that all environmental clearances have been obtained. 8. Architectural and Engineering Services Architectural and engineering services will be provided by the Local Govemment. Compliance with Texas Accessibility Standards and the Americans with Disabilities Act (ADA) will be as stated in the Master Agreement. In procuring professional services, the parties to this Agreement must comply with federal requirements cited in 23 CFR Part 172 if the Project is federally funded and the Local Govemment will be seeking reimbursement for these services; and with Texas Govemment Code 2254, Subchapter A, in all cases. Professional services contracts for federally funded projects must conform to federal requirements. A. The architectural contract documents shall be developed in accordance with the standards of the American Institute of Architects, the U.S. Secretary of the Interior's Standards for Historic Preservation Projects, Standards and Guidelines for Archeology and Historic Preservation, the National Register Bulletin Number 36: Guidelines for Evaluating and Registering Historical Archeological Sites and in consultation with the State Historic Preservation Officer, as applicable. The engineering plans shall be developed in accordance with the State's applicable Standard Specifications for Construction and Maintenance of Highways, Streets and Bridges and the two American Association of State AFA—LPAFA_TE Page 5 of 14 Rev. 01/17/2014 CSJ#0916-35-175Fed.#STP2014(165)TE District#16-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development Highway Transportation Officials' (AASHTO) publications, "A Policy on Geometric Design of Highways and Streets"and "Guide for the Development of Bicycle Facilities,"as applicable. All contract procurement procedures and documents must adhere to the applicable requirements established in the Standard Specifications for Construction and Maintenance of Highways, Streets and Bridges. The use of other systems of specifications shall be approved by the State in writing in advance. B. When architectural and engineering services are provided by or through the Local Government, the Local Government shall submit any plans it has completed to the State for review and approval. The Local Government may also submit the plans to the State for review anytime prior to completion. The Local Government shall make the necessary revisions determined by the State. The Local Government will not let the construction contract until all required plans have received State approval. C. When architectural and engineering services are provided by or through the State, then the following applies: The State is responsible for the delivery and performance of any required architectural or preliminary engineering work. The Local Government may review and comment on the work as required to accomplish the Project purposes. The State will cooperate fully with the Local Government in accomplishing these Project purposes to the degree permitted by state and federal law. 9. Construction Responsibilities A. The Local Government shall advertise for construction bids, issue bid proposals, receive and tabulate the bids, and award and administer the contract for construction of the Project. Administration of the contract includes the responsibility for construction engineering and for issuance of any change orders, supplemental agreements, amendments, or additional work orders that may become necessary subsequent to the award of the construction contract. In order to ensure federal funding eligibility, projects must be authorized by the State prior to advertising for construction. B. All contract letting and award procedures must be approved by the State prior to letting and award of the construction contract, whether the construction contract is awarded by the State or by the Local Govemment. C. All contract change order review and approval procedures must be approved by the State prior to start of construction. D. Upon completion of the Project, the party constructing the project will issue and sign a "Notification of Completion" acknowledging the Project's construction completion. E. For federally funded contracts, the parties to this LPAFA will comply with federal construction requirements cited in 23 CFR Part 635 and with requirements cited in 23 CFR Part 633, and shall include the latest version of Form "FHWA-1273" in the contract bidding documents. If force account work will be performed, a finding of cost effectiveness shall be made in compliance with 23 CFR Part 635, Subpart B. F. Any field changes, supplemental agreements, or revisions to the design plans that may occur after the construction contract is awarded will be mutually agreed to by the State and the Local Government prior to authorizing the contractor to perform the work. Prior to completion of the Project, the party responsible for construction will notify the other party AFA—LPAFA—TE Page 6 of 14 Rev. 01/17/2014 CSJ #0916-35-175Fed.#STP2014(165)TE District#16-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development to this LPAFA of the anticipated completion date. All parties will be afforded the opportunity to assist in the final review of the construction services performed by the contractor. 10. Project Maintenance A. Upon completion of the Project the Local Govemment will be responsible for maintaining the completed facility for public use. The property shall be maintained and operated for the purpose for which it was approved and funded for a period of time commensurate with the federal investment or State rules, whichever is greater. Should the Local Govemment at any time after Project completion decide it can no longer maintain and operate the Project for its intended purpose, the Local Govemment shall return the federal funds in accordance with CFR federal recapture requirements. Should the Local Government consider conveying the property, the State and FHWA must be notified prior to the sale, transfer, or disposal of any property that received federal funds. Written concurrence of approval for the transaction detailing any required recapture must be obtained from FHWA prior to the transaction. Advance notice from the Local Govemment of their intended action must be submitted to the State for an FHWA review a minimum of sixty (60) days prior to any action being taken by the Local Government. The Local Govemment shall be held responsible for reimbursement of all federal funds used or a portion of those funds based on a pro-rata amount, considering the original percentage of federal funds provided and the time elapsed from the Project completion date. This same percentage of reimbursement also applies to any amount of profit that may be derived from the conveyance of the property, as applicable. B. Any manufacturer warranties extended to the Local Govemment as a result of the Project shall remain in the name of the Local Govemment. The State shall not be responsible for honoring any warranties under this LPAFA. C. Should the Local Govemment derive any income from the development and operation of the Project, a portion of the proceeds sufficient for the maintenance and upkeep of the property, shall be set aside for future maintenance. A project income report shall be submitted to the State on a quarterly basis. Monies set aside according to this provision shall be expended using accounting procedures established under OMB-133 and with the property management standards established in Title 49 CFR §18.32. D. Should any historic properties be included in or affected by this federally funded Project, the historic integrity of the property and any contributing features must continue to be preserved regardless of any approved changes that may occur throughout the life of the Project. 11. Local Project Sources and Uses of Funds A. A Project Budget Estimate is provided in Attachment C, showing the total estimated development cost of the Project. This estimate shows the itemized cost of real property, utilities, environmental assessments and remediation, construction, and any other substantial items of cost. To be eligible for reimbursement, costs must have been included in the itemized budget section of the nomination form approved by the Texas Transportation Commission. The State and the Federal Govemment will not reimburse AFA—LPAFA—TE Page 7 of 14 Rev. 01/17/2014 CSJ #0916-35-175Fed.#STP2014(165)TE District#16-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development the Local Government for any work performed before federal spending authority is formally obligated to the Project by the Federal Highway Administration. After federal funds have been obligated, the State will send to the Local Government a copy of the formal documentation showing the obligation of funds including federal award information. The Local Government is responsible for 100% of the cost of any work performed under its direction or control before the federal spending authority is formally obligated. B. If the Local Government will perform any work under this LPAFA for which reimbursement will be provided by or through the State, the Local Government must complete training in Local Government Procedures Qualification for the Texas Department of Transportation before federal spending authority is obligated. 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 been 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. C. A Source of Funds estimate based on the budget provided in the project nomination form is included as Attachment C. Attachment C shows the percentage and estimated dollar amounts to be contributed to the Project by state and local sources, as well as the maximum amount in federal Transportation Enhancement Funds assigned by the Commission to the project. The parties agree that this agreement may be amended from time to time as required to meet the funding commitments based on revisions to the Transportation Improvement Program, FPAA, or other federal document. D. The Local Government will be responsible for all non-federal participation costs associated with the Project, including any overruns in excess of the Project cost estimate and any operating or maintenance expenses. E. 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. F. Following execution of this LPAFA, but prior to the performance of any review work by the State, the Local Government will pay to the State the amount sufficient to cover the estimated cost for the State's review. The Local Government shall advance to the State twenty percent (20%) of the State's administrative and associated cost for review of the plans, specifications, and estimate. The Local Government must also advance to the State NIA percent (NIA%) of the Project's estimated preliminary engineering cost, if the State is administering the architectural or engineering contract. The estimated amount of this advance for this Project's preliminary engineering is $5409.00, in cash. At least sixty (60) days prior to the date set for receipt of the construction bids, the Local Government AFA—LPAFA_TE Page 8 of 14 Rev. 01/17/2014 CSJ #0916-35-175Fed.#STP2014(165)TE District#16-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development must advance to the State twenty percent (20%) of the State's administrative and associated costs for letting and construction. The Local Govemment shall also remit its remaining financial share for the Project's estimated construction and construction engineering costs if the State is letting the project. The amount to be advanced for this Project's Construction is estimated to be $21,635.00, in cash. G. In the event the State determines that additional funding is required by the Local Govemment at any time during the development of the Project, the State will notify the Local Govemment in writing. The Local Government is responsible for twenty percent (20%) of the authorized Project cost and one hundred percent (100%) of any overruns above the federally authorized amount. The Local Govemment will make payment to the State within thirty (30) days from receipt of the State's written notification. H. Whenever funds are paid by the Local Govemment to the State under this LPAFA, the Local Govemment 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. I. Upon completion of the Project, the State will perform an audit of the Project costs. Any funds due to the Local Govemment, the State, or the Federal Govemment will be promptly paid by the owing party. 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 with approval by appropriate personnel of the Local Govemment. J. In the event the Project is not completed, the State may seek reimbursement from the Local Government of the expended federal funds. The Local Govemment will remit the required funds to the State within sixty (60) days from receipt of the State's notification. K. 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 re-plats, result in increased costs, then any increased costs associated with the ordinances or changes will be paid by the Local Govemment. 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. L. The state auditor may conduct an audit or investigation of any entity receiving funds from the State directly under this LPAFA or indirectly through a contract or subcontract under this LPAFA. Acceptance of funds directly under this LPAFA or indirectly through a contract or subcontract under this LPAFA 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. An 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. M. The State will not pay interest on any funds provided by the Local Government. AFA—LPAFA TE Page 9 of 14 Rev. 01/17/2014 CSJ#0916®35-175Fed.#STP2014(165)TE District#I 6-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development N. The State will not execute the contract for the construction of the Project until the required funding has been made available by the Local Government in accordance with this LPAFA. O. The Local Government is authorized to submit requests for reimbursement by submitting the original of an itemized invoice in a form and containing all items required by the State no more frequently than monthly, and no later than ninety (90) days after costs are incurred. If the Local Government submits invoices more than ninety (90) days after the costs are incurred, and if federal funding is reduced as a result, the State shall have no responsibility to reimburse the Local Government for those costs. 12. Inspection of Books and Records The parties to this LPAFA shall maintain all books, documents, papers, accounting records, and other documentation relating to costs incurred under this LPAFA and shall make such materials available to the State, the Local Government, and, if federally funded, the Federal Highway Administration (FHWA), and the U.S. Office of the Inspector General, or their duly authorized representatives for review and inspection at its office during the agreement period and for four (4) years from the date of completion of work defined under this LPAFA or until any impending litigation, or claims are resolved. Additionally, the State, the Local Government, and the FHWA and their duly authorized representatives shall have access to all the governmental records that are directly applicable to this LPAFA for the purpose of making audits, examinations, excerpts, and transcriptions. 13. Cost Principles In order to be reimbursed with federal funds, the parties shall comply with the Cost Principles established in OMB Circular A-87 that specify that all reimbursed costs are allowable, reasonable, and allocable to the Project. 14. Lobbying Certification The parties to this LPAFA reaffirm that no federal funds were used to lobby for Project funds, but that if any lobbying occurred, it has been reported to the State, pursuant to the requirements of the Master Agreement. 15. Document and Information Exchange The Local Government agrees to electronically deliver to the State all general notes, specifications, contract provision requirements and related documentation in a Microsoft@ Word or similar format. if requested by the State, the Local Government will use the State's document template. The Local Government shall also provide a detailed construction time estimate including types of activities and month in which the activity will be completed in the format required by the State. This requirement applies whether the Local Government creates the documents with its own forces or by hiring a consultant or professional provider. At the request of the State, the Local Government shall submit any information required by the State in the format directed by the State. AFA—LPAFA_TE Page 10 of 14 Rev. 01/17/2014 CSJ#0916-35-175Fed.#STP2014(165)TE District#16-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development 16. Incorporation The Master Agreement is incorporated into this LPAFA as if fully set forth in this LPAFA. 17. Insurance If this LPAFA authorizes the Local Government or its contractor to perform any work on State right of way, before beginning work, the entity performing the work shall provide the State with a fully executed copy of the State's Form 1560 Certificate of Insurance verifying the existence of coverage in the amounts and types specified on the Certificate of Insurance for all persons and entities working on State right of way. This coverage shall be maintained until all work on the State right of way is complete. If coverage is not maintained, all work on State right of way shall cease immediately, and the State may recover damages and all costs of completing the work. 18. Debarment Certification The parties are prohibited from making any award at any tier to any party that is debarred or suspended or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, "Debarment and Suspension." By executing this LPAFA, the Local Government certifies that it and its principals are not currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, and further certifies that it will not do business with any party, to include principals, that is currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this LPAFA shall require any party to a contract, subcontract, or purchase order awarded under this LPAFA to certify its eligibility to receive federal funds and, when requested by the State, to furnish a copy of the certification. 19. Civil Rights Compliance The Local Government shall comply with the regulations of the U.S. Department of Transportation as they relate to non-discrimination (49 CFR Part 21 and 23 CFR Part 200), and Executive Order 11246 titled "Equal Employment Opportunity," as amended by Executive Order 11375 and supplemented in the Department of Labor Regulations (41 CFR Part 60). 20. Disadvantaged Business Enterprise Program Requirements A. The parties shall comply with the Disadvantaged Business Enterprise Program requirements established in 49 CFR Part 26. B. The Local Government shall adopt, in its totality, the State's federally approved DBE program. C. The Local Government shall set an appropriate DBE goal consistent with the State's DBE guidelines and in consideration of the local market, project size, and nature of the goods or services to be acquired. The Local Government shall have final decision-making authority regarding the DBE goal and shall be responsible for documenting its actions. D. The Local Government shall follow all other parts of the State's DBE program referenced in TxDOT Form 2395, Memorandum of Understanding Regarding the Adoption of the AFA—LPAFA—TE Page 11 of 14 Rev. 01/17/2014 CS1 #0916-35-175Fed.#STP2014(165)TE District#16-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development Texas Department of Transportation's Federally-Approved Disadvantaged Business Enterprise by Entity, and attachments found at web address //ft .st . .us/ / of-info/ 0 1 b 1 ou/ o u attaghments.pdf. E. The Local Government shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT)- assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. The Local Government small take all necessary and reasonable steps under 49 CFR Part 26 to ensure non-discrimination in award and administration of DOT-assisted contracts. The State's DBE program, as required by 49 CFR Part 26 and as approved by DOT, is incorporated by reference in this LPAFA. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this LPAFA. Upon notification to the Local Government of its failure to carry out its approved program, the State may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.). F. Each contract the Local Government signs with a contractor (and each subcontract the prime contractor signs with a sub-contractor) must include the following assurance: The contractor, sub-recipient, or sub-contractor shalt not discriminate on the basis of race, color, national origin, or sex in the performance of this contract The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT- assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this agreement, which may result in the termination of this agreement or such other remedy as the recipient deems appropriate. 21. Federal Funding Accountability and Transparency Act Requirements A. Any recipient of funds under this agreement agrees to comply with the Federal Funding Accountability and Transparency Act (FFATA) and implementing regulations at 2 CFR Part 170, including Appendix A. This agreement is subject to the following award terms: http://www.gpo.gov/fdsys/pk F -2010-0 -141 df/2010-22705. df and hftg://www.aDo.gov/fdsys/gkg/�FR-2010-09-14/pdf/2010-22706.pdf. B. The Local Government agrees that it shall: 1. Obtain and provide to the State a Central Contracting Registry (CCR) number (Federal Acquisition Regulation, Part 4, Sub-part 4.1100) if this award provides for more than $25,000 in Federal funding. The CCR number may be obtained by visiting the CCR web-site whose address is: https://www.sam.gov/gortal/public/SAM/; 2. Obtain and provide to the State a Data Universal Numbering System (DUNS) number, a unique nine-character number that allows the federal government to track the distribution of federal money. The DUNS number may be requested free of charge for all businesses and entities required to do so by visiting the Dun & Bradstreet (D&B) on- line registration website http://fedgov.dnb.com/webform; and 3. Report the total compensation and names of its top five (5) executives to the State if: i. More than 80% of annual gross revenues are from the Federal government, and those revenues are greater than $25,000,000; and AFA—LPAFA—TE Page 12 of 14 Rev. 01/17/2014 CSJ #0916-35-175Fed.#STP2014(165)TE District#16-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development ii. The compensation information is not already available through reporting to the U.S. Securities and Exchange Commission. 22. Single Audit Report A. The parties small comply with the requirements of the Single Audit Act of 1984, P.L. 98- 502, ensuring that the single audit report includes the coverage stipulated in OMB Circular A-133. B. If threshold expenditures of $750,000 or more are met during the Local Government's fiscal year, the Local Government must submit a Single Audit Report and Management Letter (if applicable) to TxDOT's Audit Office, 125 East 11th Street, Austin, TX 78701 or contact TxDOT's Audit Office at http://www.txdot.gov/inside-txdot/off ice/audit/contct. tl. C. if expenditures are less than $750,000 during the Local Government's fiscal year, the Local Government must submit a statement to TxDOT's Audit Office as follows: "We did not meet the $750,000 expenditure threshold and therefore, are not required to have a single audit performed for FY " D. For each year the project remains open for federal funding expenditures, the Local Government will be responsible for filing a report or statement as described above. The required annual filing shall extend throughout the life of the LPAFA, unless otherwise amended or the project has been formally closed out and no charges have been incurred within the current fiscal year. 23. Signatory Warranty Each signatory warrants that the signatory has necessary authority to execute this agreement on behalf of the entity represented. AFA-LPAFA-TE Page 13 of 14 Rev. 01/17/2014 CSJ#0916-35-175Fed.#STP2014(165)TE District#16-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development THIS AGREEMENT IS EXECUTED by the State and the Local Government in duplicate. THE LOCAL GOVERNMENT Signature Typed or Printed Name Title THE STATE OF TEXAS Kenneth Stewart Interim Director of Contract Services Texas Department of Transportation Date AFA-LPAFA-TE Page 14 of 14 Rev. 01/17/2014 CS1#0916-35-175Fed.#STP2014(165)TE District#16-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development ATTACHMENT A RESOLUTION OF LOCAL GOVERNMENT APPROVING THIS LPAFA A Resolution to certify local funding and support of the Schanan Hike and Bice Trail from Yoridown Blvd to Saratapa Blvd prv)sa to the statewide Transportation Enhancement Program for funding .competition In the Texas Department of Transportation 2012 program call for projscts, Whereas,the Texas Department of Transportation issued a cal for nominations in September, 2012 for communities to apply for federal highway funding assistance made available through the Transportallon Enhancement Program;and Whereas, the Schanen Hike and Bike Trail from Yorktown Blvd to Saratoga Blvd project, as demoted on the attached Exhibit A, WIN provide Improved access and safety for bicyclist and pedestrians to join neighborhoods,schools,and several nearby parks for an approximate total distance of 1,6 miles in the City of Corpus Chdad;wiit conned to an odsling trail along Yorktown Boukrvwd and continue at Weber Road and the City proposes to submit a nomination requesting federal funding for assistance in the amount of$829,368*and Whereas,the program requires a minimum 20%local funding match and the City has allocated and w61 provide an Increase above the minimum match requirement In the amount of 5600,coo; thereby pledging 2096 local matching funds,plus 90096 of Costs not covered in this nomination for the total project estimate of$1,329.368' Now,therefore be it resolved by the City Council of Carpe Christi,,Texas Section 1. The City of Corpus Christ]supports funding this Project as shown in the nomination budget,and commits to the projeds development,Implementation,construction,maintenance, management, and financing„ The City Is wiling and able to enter into an agreement with TxaOT by resolution or ordinance; Section 2. That the City adopts this Resolution to approve tine submission of the project nomination;and the support and funding of the protect should it receive federal funds. Section 3. That the City Manager Is hereby authorized to act an behalf of the City In all matters relating to this funding nomination and execute all necessary applications; assurances, cartticatlons, and other documents, relative to the sutxniaaion, later acceptance, and administration of such funds„ Section 4. That it is hereby officially found and determined that this meeting at which this resolution Is passed Is open to the public as required by law,and that public notice of the time, place and purpose of said meeting was given as ge u��Tl}�regular meeting of the Corpus Christi City Council was called to order at nt��aann on 12 in Corpus Christi,Texas by Mayor Nelda Martinez. 1`:.7D eo,. ATTEST. THE VITY F CORPUS CHRISTI Armando Chaps Nelda Martinez City Secretary Mayor 029697 AFA—LPAFA TE page 1 of 2 Attachment A CSJ#0916-35-175Fed.#STP2014(165)TE District#16-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development Corpus Christi,Texas of c 1D 12 The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojes Mark Scott BdbB2lbM2md-42ba4w74eBbQed092bi Per 3 of 3 CSJ#0916-35-175Fed.#STP2014(165)TE District#16-Corpus Code Chart 64#09800 Project: Schanen Hike and Bike Trail Federal Highway Administration CFDA#20.205 Not Research and Development ATTACHMENT B PROJECT LOCATION MAP y dp PAM SCHOOLS Vin,,,�rtPiyn, � H11ra an 811 a Tral1 JOSEPH T. ELLIOTT t3RANT lVI.S. h sunorvrrwiiN 7 N R' Y j' M i )r o � 1 4 Schanen °f"fBff am Hike and Bike Trail PAGE. AFA—LPAFA,-TE Page 1 of 1 Attachment B O a. s 0 o x x , x a M 0 era ' cr I. FD s CD G n r� w am ; nw � � � ^ y = `� ° �, ? d m p 0 .0�. 2 �co '• R tn n c O C I n o d ' ra n o _ := CD ri ... Yl 0 � n � � O w J O O O O p p O O M EA O n W ti Oo .� � p S 'N•► y J o RfD R rn bJ CL ft eb, PT 00 n w G s �, x � ° znI It ngn O O O m �R 3s 69 oq ° CD CL o "rl o r m -4 n MOB ro � �• � � a n R n G ! C � � a Ouo 0 rn O yg R {7 7 N = w ' W .� n c�►ti L44 ri CD 0 N C N R N d O O O y N�• �• ISI Is. t.< '� -] Oho W N O N f'� pip�, ° z C � CD O 0. C. 4 CD O ere N v,' In. V] to O p O �7 "" '� O rD 1'I --• C� ft M CL ro• Of60CL. z Cr] 0 o O n O CD C l) o •a' c Cl)L43 rn S n R �• � m .� CL CL G O Cl O OQ p A 09 04 o r A 8A 33 �@ ° , m O 0 2 0 j LLO9 d O O O O O eq Z G 4:6 to r► "G r 0 3 CL ° 3 m CD .. PC a. n • m 0 > o > _ E § 2 I 7 E a D §. R 6 n » Q. / m 3. 0 � E 2 m "m § § 0 m 00 tj / ¢ 0 0= 0 CL po CT @CD 0 K ) o \ >c E % k k ? E 2' EL C 7 CD § £ k 46q \ 4 > k § — k g q p = 0 o Cja 2 k g c C k• a q C > n 9 § 2 2 7 » CF 2 $ k L 7 2 0 0 � o % A � 2 v E / g 2 ( � E 2 CD ) ] © k R E A CL �' txl CD / § $ § o E ° w 6 o § % LA } E �2 q \ � \ / � 3 E =/ n0 CD % ri 0 § a � � � n ° k m / > mƒ \ \ — cE n CD §. 2 CD n C E 0 CD RLI-LE Ln O riz c754 N 4-j O ci 4, c� V � orml H � :,Y � � O � � U � PIZ a� *PEI o o • RU Ln a 0 a� O u f � , 0 �r V �a CL cif �f r, o� �e, lei � l �N R E L U Ln a -;i o noN U f6 Po deS 6ny Inf unf feW JdV jeW !� qa=l r^ V r^ uef 4.1 _e(3 noN m O Po deS 6ny II Inf _ O unf •�( ReW �/ AV �1 JeW 9a= O p.......... .�:;;, I 0000 0 0 0 0 0 0 0 0 E 0000 OMOOONO O RU 0coco � com0Iq ouiti ti O LO N 00 O CO Iq 0 0 0 00 O O, O C7 I- O O O O O M B L U)CL O O N N O C7 � N V O T- O N O N C7 O N 00 N N O (7 cl LO 00 C7 I- O CO N N Iq N L-.- T- N T- N V V N 4-j a b,O N m m 4-j C� co m 0 0 N E (1) (D 1 U N M M O O U E E (6 N (6 � i (n 2 m m 06 w CY) c� c� Z3 J O W E E Q N p '(U - N 0 N 0 O J N Cl Q Cl o- " o- " c6 N ) O UJ ' T G Q o W E u _ C 0 U U N L (n a N Dm 0 _0 N � ) c c (D _a LL m - - E :) m 00 :) O O O O O N p fn LL 0 m LL U U U U W 0 W US IT AGENDA MEMORANDUM Future Item for the City Council Meeting of June 10, 2014 a Action Item for the City Council Meeting of June 17, 2014 DATE: May 20, 2014 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com (361) 826-3897 FROM: Daniel Biles, P.E., Executive Director, Public Works DanB @cctexas.com (361) 826-3729 Mark Van Vleck, P.E., Executive Director, Utilities MarkVV @cctexas.com (361) 826-1874 Amendment to Agreement Nueces River Authority FY 2014 Work Plan and Budget CAPTION: Motion authorizing the City Manager or designee to execute Amendment No. 1 to the FY 2014 work plan and budget agreement with the Nueces River Authority in the amount of $16,666, for a total restated fee not to exceed $116,666 to provide water planning, protection, development, and data management services for the two additional months of the revised fiscal year. PURPOSE: The purpose of this agenda item is to obtain authority to execute the amended FY 2014 work plan and budget with the Nueces River Authority so that the contract will extend from July 31, 2014 to September 30, 2014 to coincide with the City of Corpus Christi's revised fiscal year. BACKGROUND AND FINDINGS: In 2005, City Council approved Resolution 026340, an interlocal cooperation agreement between the City and the Nueces River Authority (NRA). In this agreement, Section 9 states that the agreement automatically renews annually and that the annual work plan and budget, as approved by City Council during the budget process, shall establish payments to NRA for that year. Section 4 also states that the City Manager is authorized and directed to take all steps necessary or convenient to implement the annual work plan and budget. The current FY 2014 work plan was approved by City Council on September 10, 2013. The services provided by the NRA in the current work plan include the key areas: • Regional and inter-regional coordination and resource development and protection • Monitor, investigate and coordinate water rights, water quality and environmental issues • Regional water management — this includes maintenance of the database tracking daily levels and pass-throughs • Outreach The services provided under this amendment remain consistent with the current agreement and extends the contract expiration from July 31, 2014 to September 30, 2014 to coincide with the City's revised fiscal year. All other term and conditions are unchanged and remain in effect. ALTERNATIVES: 1. Authorize the execution of the amended agreement. 2. Do not authorize the execution of the amended agreement. (Not Recommended) OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Environmental and Strategic Initiatives Utilities Department FINANCIAL IMPACT: ® Operating ❑Revenue ❑Capital ❑ Not applicable Fiscal Year Project to 2013-2014 Date Current Year Future Years TOTALS Expenditures Line Item Budget $122,499.00 $122,499.00 Encumbered / Expended Amount $100,000.00 $100,000.00 This Item $16,666.00 $16,666.00 Future Anticipated Expenditures This Project $5,833.00 $5,833.00 BALANCE $.00 $0.00 Fund(s): Water RECOMMENDATION: City Staff recommends approval of Amendment No. 1 to the FY 2014 work plan and budget agreement with the Nueces River Authority in the amount of $16,666, for a total restated fee not to exceed $116,666 to provide water planning, protection, development, and data management services for the two additional months of the revised fiscal year. LIST OF SUPPORTING DOCUMENTS: Project Budget Agreement Presentation PROJECT BUDGET Nueces River Authority FY 2014 Work Plan and Budget FUNDS AVAILABLE: WaterOperating................................................................................................ $122,499 FUNDS REQUIRED: *Nueces River Authority (Original)......................................................................... 100,000 Nueces River Authority (Amendment No. 1 - THIS CONTRACT)................................. 16,666 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance)............................. 1,750 Engineering Services (Project Mgmt)..................................................................... 3,500 Misc................................................................................................................ 583 TOTAL............................................................................................................ $122,499 PROJECT BUDGET BALANCE........................................................................... $0 *Approved by City Council on September 10, 2013 by Motion No. M2013-136 FY 2014 Work Plan and Budget Water Planning, Protection, Development, and Data Management Services Provided by Nueces River Authority to City of Corpus Christi Amendment#1 This Contract and Agreement, made and entered on September 18, 2013, is hereby amended as follows: 1. Contract Expiration Date The contract will be extended from July 31, 2014 to September 30, 2014 to coincide with the City of Corpus Christi's revised fiscal year, passed by the City Council at their January 21, 2014 meeting. 2. Basic Services Billing NRA will invoice the City for its "Basic Services" on a quarterly basis, through July 31, 2014, at the fixed rate of$8,333 per month for salaries, fringe benefits, overhead, equipment, supplies and computer use, and travel. The final invoice will be for the two month extension period, August and September 2014. All other terms and conditions of the FY 2014 Work Plan and Budget are unchanged and remain in effect. CITY OF CORPUS CHRISTI NUECES RIVER AUTHORITY l z� jv�t�'s os l�r� Daniel Biles, P.E. Date Rocky Fre nd Date Executive Director, Public Works Deputy Executive Director 400 Mann Street, Suite 1002 Corpus Christi, TX 78401 RECOMMENDED (361) 653-2110 Office (361) 653-2115 Fax Operating Department Date APPROVED Office of Management Date and Budget ATTEST Fund Source No: 530000-4010-30240 Fund Name: Water Operating Encumbrance No: Rebecca Huerta, City Secretary AMEND. NO. 1 Page 1 of 1 SUPPLIER NUMBER TO BE ASSIGNED BY C TY- PURCHASING DIVISION `iry o f CITY OF CORPUS CHRISTI �p us DISCLOSURE OF INTEREST C�a City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with `NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Nueces River Authority P.O.BOX: 400 Mann Street,Suite 1002 STREET ADDRESS: CITY: Corpus Christi ZIP: 78401 FIRM IS: 1. Corp 2. Partnershi 3. Sole Owner E]4. Association ❑ 5. Other P U- A 0 Ili e- STA Etc— DISCLOSURE QUESTIONS If additional space is necessar=y,please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm.' Name Job Title and City Department(if known) 2. State the names of each "official"of the City of Corpus Christi having an"ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Title nj )� 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Board,Commission or Committee 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 subiect of this contract and has an ownership interest"constituting 3%or more of the ownership in the above named"firm." Name 1 Consultant FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official,employee or body that has been requested to act in the matter,unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349(d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas as changes occur. Certifying Person: Rocky Freund Title: Deputy Executive Director (Type or Print) Signature of Certifying Date: Person: b -7 /a O DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. `Employee." Any person employed by the City of Corpus Christi,Texas either on a full or part-time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint stock company,joint venture,receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi,Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies,or special terms of venture or partnership agreements." g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. ?--1 bD O � � N � � O O O � U w t 0 a� L O +j - O -0 - i O m C: u w u C: W -0 -0 E C� ° E c: m . . ' u +j �' o � O C: +j =3 2 o C o �p C � ca O ca � u ca 0 4 cn 0 O � O DC C: :E DC DC O a �E Z � a� � N � N a � N •- c U O L L 0 0 � z n•r�I L U N E L O U V � � E �4-j LL Q O .O ' 0 NO -0 _0 N L F� 4- Q >' N Z U Ln • 0 b.0 ca 0 O0 Ln Ln v ate-J •�r—I �ua� Q or rn o cfl o rn CD rn o co o rn CD co " -;:r� N O co co N N O 00 N M fA� , M M O N C) M � o M V = CO N (VI/1 H O O O - W C�- C3 � Z c/J o O m � ' c) W 0 -o - � o J W s p W U m = s CD a� Q iv LL m JM! Q � �C2 = U N O_ N cn =3 J W o O Q iv LL. LL. z z a Q SC 0 AGENDA MEMORANDUM wIORPOKR o Future Item for the City Council Meeting of June 10, 2014 1852 Action Item for the City Council Meeting of June 17, 2014 DATE: May 29, 2014 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities gustavogo@cctexas.com (361) 826-1874 THRU: Daniel Biles, P.E., Executive Director, Public Works danb @cctexas.com (361) 826-3729 FROM: Fred Segundo, Director, Aviation freds @cctexas.com (361) 289-0171 Execute Amendment No. 30 Runway 13-31 Extension / Displacement and Connecting Taxiway CAPTION: Motion authorizing the City Manager, or designee, to execute Amendment No. 30 with KSA Engineers, Inc. from Longview, Texas in the amount of $2,724,339.60 for a total restated fee of $6,665,109.71 for the Corpus Christi International Airport Runway 13-31 Extension/Displacement and Connecting Taxiway Project for construction administration phase and close out services. PURPOSE: The purpose of this Agenda Item is to execute Amendment No. 30 with KSA Engineers, Inc in the amount of $2,724,339.60 for a total contract restated fee of $6,665,109.71 for the Corpus Christi International Airport Runway 13-31 Extension/Displacement and Connecting Taxiway Project for construction administration phase, geotechnical and materials testing, and close out services. BACKGROUND AND FINDINGS: This contract amendment is specifically related to improvements at the Corpus Christi International Airport. The Runway 13-31 Extension/ Displacement and Connecting Taxiways project addresses safety issues resulting from potential runway incursion incidents. A Taxiway Utilization and Redevelopment Plan recommended the proposed airfield reconfiguration projects for Runway 17-35 and Runway 13-31 to improve the safety of the airfield movement areas where the majority of runway incursions have occurred (the south end of the airfield where Runways 13-31 and 17-35 are coupled). This project is comprised of extending Runway 13 and Taxiway Bravo by 1,000 feet to the north and displacing the threshold of Runway 31 by 1,000 feet to the north. Included in the project is the construction of one new connecting taxiway connecting the new Runway 13 threshold to parallel Taxiway Bravo, reconstruction and reconfiguration of Taxiway B1 Taxiway B5, the construction of a run-up area on the north end of Taxiway Bravo, and blast pad. All paving will be bituminous, matching the existing runway and taxiway paving on the airport. This work will include extensive grading and drainage improvements. As a result of the runway threshold relocations, additional lighting and signage will be installed and all navigation aids will be appropriately relocated. Access drives to the relocated navigation aids will also be constructed. The Distance-To-Go signs will also be replaced. A new Medium Intensity Approach Lighting System with Runway Alignment Lights (MALSR) will be installed to serve the approach end of Runway 13. All taxiway lighting and signage serving Runway 13-31 will be converted to LED. Lastly, Runway 13-31 and all bituminous pavements constructed within this project will be seal coated and marked including the enhanced taxiway centerline markings and hold positions lines and signs. Additive Alternate No. 1 is comprised of the construction of two new connecting taxiways, Taxiways B2 and B3, connecting Runway 13-31 to Taxiway Bravo. AUTHORIZED Additive Alternate No. 2 is comprised of the construction of two new connecting taxiways, Taxiways H and J, connecting Taxiway Bravo to the Terminal Parking Area. AUTHORIZED Additive Alternate No. 5 is comprised of the relocation of an existing 48 inch diameter water line currently located under the proposed Runway 13 extension. AUTHORIZED Additive Alternate No. 6 is comprised of the construction of the North General Aviation Apron Extension. AUTHORIZED Additive Alternate No. 7 is comprised of the construction of a new wash rack adjacent to the General Aviation Apron Extension constructed in Additive Alternate No. 1. AUTHORIZED Additive Alternate No. 8 is comprised of providing line stops for the existing 48 inch diameter water line should the existing gate valves prove to be non-operational during construction. AUTHORIZED Additive Alternate No. 3 is comprised of the construction of two new connecting taxiways, Taxiways H and J, connecting Taxiway Bravo to the Terminal Parking Area. PENDING FUTURE AUTHORIZATION AND FAA APPROVAL Additive Alternate No. 4 is comprised of the reconstruction of the East General Aviation Apron Phase II from bituminous paving to Portland Cement Concrete paving. PENDING FUTURE AUTHORIZATION AND FAA APPROVAL Amendment No. 30 with KSA Engineers, Inc. specifically addresses the Construction Administration, Construction Inspection, and Construction Materials Testing of the Runway Extension/ Displacement and Connecting Taxiway project only including the construction of authorized additive alternates.. The construction contract was awarded to Bay, Ltd. and approved by City Council on April 15, 2014. ALTERNATIVES: 1. Execute Amendment No. 30. as proposed. (Recommended) 2. Do not execute Amendment No. 30 as proposed. (Not Recommended) OTHER CONSIDERATIONS: FAA provides funding for 90% of the project's design and construction and has reviewed and concurred with this amendment. This project conforms with FAA policies and requirements and is to be funded from approved FAA grants. CONFORMITY TO CITY POLICY: Conforms to statutes regarding the Professional Procurement Act and City Policy; appropriating funds and the FY 2013-2014 Airport Capital Improvement Program budget. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Aviation Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year Project to Date 2013-2014 Expenditures Current Year Future Years TOTALS (CIP only) Line Item Revised Budget (w/ 2014 Ordinance) 1,052,000.00 39,487,531.00 18,625,000.00 59,164,531.00 Encumbered / Expended Amount 1,052,000.00 1,052,000.00 This item $2,724,339.60 $2,724,339.60 Future Anticipated Expenditures $36,623,778.32 $18,625,000.00 $55,388,191.40 BALANCE $139,413.08 $0.00 $139,413.08 Fund(s): Airport CIP Fund Grant, Airport 2012 Cl P; Seq. 2013-2014 CIP Nos. AV 6, 8, 9, 11 RECOMMENDATION: City Staff recommends the approval of Amendment No. 30 with KSA Engineers, Inc. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation PROJECT BUDGET Runway 13-31 Extension/Displacement and Connecting Taxiway FUNDS AVAILABLE: Airport CIP Reserves (Estimated) $16,773,848.00 FAA CIP Grant 47 (Previously Awarded) $1,210,350.00 FAA CIP Grant $23,277,531.00 Future FAA Grant Funding (Pending Availability) $2,454,324.18 Total Funds Available $43,716,053.18 FUNDS REQUIRED: Construction: (Base Bid) $20,151,501.87 Additive Alternate 1 $4,191,522.83 Additive Alternate 2 $3,042,686.35 Additive Alternate 5 $2,413,477.70 Additive Alternate 8 $58,800.00 Additive Alternate 6 $2,524,931.35 Additive Alternate 7 $279,251.00 Total Construction Cost(Base Bid+Add Alt's No.1, No. 2, No. 5, No. 6, No. 7, No. 8) $32,662,171.10 Addtitive Alternate 3 (Pending FAA Funding) $990,846.30 Additive Alternate 4 (Pending FAA Funding) $1,113,619.70 Total Construction Cost(Including Additive Alternates No.3, No,4) $34,766,637.1 Contingencies $3,476,663.71 Consultant Fees: Engineering Design Fees, This Project Only- (KSA Engineers, Inc.) $1,210,350.00 Construction Management& Materials Testing (This Item) $2,724,339.60 Reimbursements: $1,398,649.69 Administration/Finance (Capital Programs/Capital Budget/Finance) $218,580.27 Engineering Services (Project Mgt/Const. Mgt/Traffic Mgt) $1,172,069.42 Misc. (Printing, Advertising, etc.) $8,000.00 TOTAL $43,576,640.10 ESTIMATED PROJECT BUDGET BALANCE $139,413.08 • Original Contract approved by City Council May 17, 2011. • Geotechnical Investigation performed under KSA Contract • Construction Inspection to be performed under KSA Contract • Total KSA Contract Amount is $6,665,109.71 AMENDMENT NO. 30 TO AGREEMENT For PROFESSIONAL SERVICE'S This AGREEMENT i5 between the City of Corpus Christi, Texas, aTexas home-rUle rnunicipal corporation, 'CITY", aclingthrough its duly authorized City Manager or designee (" ity Engineer"), and KS A Engineers, Inc. of Longview', Texas, acting thirouigh 4s duiy aulhorized representative who is Jonoie H, Young, President, (ENGINEER), which agree as follows: I, DECLARATIONS. "Cil'Y" desires to engage "ENGINEER" to provide sL-rVices firl connection with City's project, described as follows. Runway 13131 extensiort Displuarment (Project No. E,l 1 Qj7,El 2156, E 2 56A t" JJJ"PrcJec 2 SCOPE OF WORK. "ENGINEER" shall provide services for the PROJECT in accordance with the accompanying Letters, Scope of Serv1ices, and Fee attached as",Exhbt A"'. 3. FEE. The "CITY" agrees to pay the 'ENGINEER" for services provided in accordance with EXHbit "A", Scope of Services, and Foe under this AGREEMENT, a total 'fee riot to exceed $2,724,339.,60 (irn ligures), (Two Wifloin Seven Husidrod Twenty Four Thousand Three Hundred Thi#,y J liars and Sixty Conts (in words) for a lotal revised fee not to exceed g6,665,109.71 (in I'Qures), (Six Million Six Hundred SixtI-Five Thousand One Hunilred Nine Dollars and, Styg!1.!J.2M g,ents) (in words). CITY OF CORPUS CHRISTI KSA ENGINEERS,INC. Natasha Fudge. P1r (Dato) do e . youllp", 4D at side Director of Capital Programs elide t t V 1, 0,El�, Vlr, �t�i 600 C66iV1ew, 'TX 75,501 (972) 542-2996 (972) 542-6750 RECOMMENDED Projec�t No. EJID47, E121,56, E12156A Fred Segundo Airport DIP G rant s, Airport 2012 00 Directorof AvWa on Funding source: 550970,-3020,00000-GSOE1 1047 1,610,4 .00, 550970-3026-DOD05-G50EV1 047 176,937.00 APPROVED 550920-3020-00000-G50E,1 1,0147' 4131,634.64 550920-3026-000,DC-G5OE1 10,47 53,514,96 550,970-3020-00000-G50E121 56B 247, .DD Office of'Mgmit and Budget, (Dale) 5509,70-3026-000DC-G6OE121566 27,48,2V, 650920,-'3020-00000-G50E12156B I 12,600.DD 650,920-3025-000,00-G50E121568 12,5010,00, ATTEST Not total J2 JZ4,339-60 Encumbrance Number- CITY SEC R,ETAR Y E I V Ho'k tVWA,COMBINED CONSTRVCTI ON FOR CC IA 11,19 NO 10-K5A,VNrKN1,Bk8 00CX EXH11131T A CITY OF CORPUS CH R,ISTI,TEXAS ConstructlDn Administration Phase and Closeout Phase Setvice Fees fbir the Runway 13-31 ExtensjonJ Displacern ant andConnecting Tb,xiWays Project at the CoripusChrist)�nternational Airport 1, SCOPE OF SERVICES This proposal providas scope, schedule, and budget esIlmates for Construction Aclrrinistratlon Phase and Closeout Phase services related to the Runway 13-31 ExtensionfiDisplacement and Cannecting Taxiways Project at the Corpus Christ! Interrnalional Airport (City of Corpus Chrj0 Project No. E11047, E12156, & E121,56A-a FAA Project No. 3-48-00,51-050-2013). This proposal is provided on the basis of construction of the Base Bid, Additive Alternate No. 1, Additive Allerriale No. 2, Additive Alternate No,, 5, Additive Xteroate No- 6, Additive Alternate No, 7, ufld AdOlive Alternate No_ 8,. This proposal speclifkallly excludes ConStrUction Admini5tralion Phase services related to the construction of Additive Alternate No, 3 and Additive Alternate [No,4 Proposed fees and information provided in association with Rack EngineeHng & 'Testing Laboratories (RETL.),; LNV, Inc, (t�NV) and Fergusan Consulting, Inc. (Ferguson). 'The Eng inee r shalt provide the folliow In a w-vioe s: A. SCOPE OF WORK 1, Corstrucfion AdministraUcri Services as described in attached Exhibit C. 2. Resident Project Representative SeTvicas as described in Exhibit D, 3, Provide Geoteohnical Engineering Services, as required. 4, Provide Construction Materials Testing Services,as required, 5, Ptovide Surveying Services for tar de Contrzi, as requi,,ed. 6. Provide C[aseout Services as described in attached Exhibit E. The Construction Phase 0001411 COMITIEnce with the execution of this Arneadment and wilt terminate upon written recommendation by the Engineer for final payment to the Contractor. Construction Phase ,services are estimated to be completed 630 calendar days after Notice to Proceed with Constructoii has been prWded to,the Contractor, The Cioseout Phase will comirnence upon Completion of the Construction Phase Closeout Phase services are estimated to he coimplele4 within 90 days of written authorization by the Owner to proceed With Closeout phase services. The Engineer proposes to provide Construchon Adrn in Ist ration Phase sarvices on a time and Mate1als basis with a not-to-exceed budget of$2,724,339.601, AMEND,NO.30 EXHISITA Page 'll cf I KSA Engineers,ina, Prpjaot Nln, CRRG35 EXHIBIT N FEE SCHEDULE CONTRACT T FOR PROFESSIONAL ME SERMES FOR CORPUS CImll"'[ TI INTERNATIONAL AIRPORT l3 PUCE CHRISTI,TEXAS original contract Task Fee pTask or plc.... _.... ...... ...�._..�...�_.._.�. .. Preparation of Environmental Assessment 4g Ott Task Order No-.2 A I Airapao nal sla and ,I*a $286,416.00 Tisa Od No 3 :.W J w-ay 17-35 ExtensNon0splacemenwl nd Connecting $556"000.00 T .nrrn Y-FE91t!L-r _ - .......----.....—.._. .. .... _.. __ _.._ ......... ........ ..... . - Task Order No.4/1000'-Runway 13-31 Externsion Mlsplacemant and $720,005.00 Task Order No, /600' -Runway 1 -39 ExtensIonCisplaze nt and 145,000,00 prnnr I's a Prqe� �. ._.. ...�.....�...._.__._._. � t�d .�...__._ -�. t1tN,1 tag Tads Carder o, 5 T�,ia U�tulM�atl� Totaul Original PrDioGt Fee $1,962,261.0. ..a . .............. . Air nendment No. I Topographic Survey, Plats. Metes Bo,unds for Right of Way Acgjol itbn fir............... Access to Relocated Approach Lighting System for Runway 17 f, upplerrnent to 5,577.50 Task Order No. ... ....................-.............................. .................................................._...... _.. ............._... Amene_r..a t No. ._ ..w.... der a. - North General,Aviation Apron $4914, 0-00 ... �...�P.....mmmm.........b.� ...._..............-­.. _m......................__---------------...................... ....... rrwarrdme nt.N�No 'f ek un e 7 Pinson Road& E�.,-�, __. �.....�.. Icye�e Pi`klrtig CALa�rn ra��errueunt,s 24,15t1.1�5 _.. � _..._ ...__...._....._.........._......_.......................................m_..._..mmmm......._............ Arrnerntrnnarnt rn. Additbnal Desktop B Uogicai anid Jurisdictional Waters Evakiation (Supplement� ! 44)28.45 to Task Order No. 1 Atvr-rnandme nl No,, 6 IruffieWrt Taxi ay C.,ornnectors/Rurnymy 17-35 Project: '1 t g,gt g.tltl (Supplement to Task Order No, 3 Ame ndrmnaesil No. 6. I field Tax wa~yr crurnrnectod urnway 17 35 Project _. . . 4 a,tlf 4 t1 N.Irrnarnt t 7sk.: r.n.ar.. ! .m... "..................................._ _.......m.m ......... .......m.m........m...m...m...._.. .m._.... ..........-....m........,' ................. ........., r Amendment .,,. cu,'7 Infield 7 xlway Connectors/Runway ,13-31 Project ~�7g1.�gg.gtt ( u lenient to'Task Order ll 4� Arnandnient Nita. 8 Remise Environmental Assessment and Perform Environmental Due DifiJence Audit(EDDA)for NAVAID Relocations 16,iT1 t1.1� _JS4ppjenjttjLta Task Order Nato., 1 AMEND. NO. 30 E H I IT N' Pa e1of,-1 K Au Frngirneers, lino Project Nc FOP-0 Amendment No, 9 —Canvtr`uc—flon�Al-11--..----.-.-.---..-...-------..-.......... ............ drnirristraVon Fees for RVVY 17-35 $1,000AX00 Ex.te n Sl n1D.1.9 cement and C Amendment No. 10 A S Attribute R ev 1 slons for the Tru nea don of FZVVY 13 E xten si wl from 1 S99°to $8,57315 1!000 (buppwment to Task Order No, 2) Amondment No, 11 01VIT, Becthaal and!NAVAI D Design RevisbFis for flie TrunCaLIDT]of RWY 13 20,000.00 Extensi�on frorn 1600to l'000'...(quppJeMqLnt,.to Task Order No.4, , .......... ........... .............. ......... ......... .......... ............................... ......................... ...................111-I.-.................... ........................................................... .... .. ................................................. A me ndme nt N o. 12 Taxiway Utilization Study'Update for the Truncation of RWY 13 Extension frorn, $2,300 00 1600, to 1000' (Supplernent to Task Order No,. 5) ................----........................--—---------------- .......................................................... Amendment No. 13 -Y"k-66d-iW�o'..........9--- P-"h'-a-s'"e-s 1-&-2.......R,-e,c-,o",n,---%trij-c--bon-R,'E'-a,s-t'G"'e"n'e—ra[A-v4a-'tJo--n-,'A'-pr-o'-n'- $121,0W00 2) ....................................................................... ........_Ww Arnesidmu4il No.14 'Task Order No, 10- East GenerA Av"rabon Apron Extension $140,000.00 Amendment No,,15 Task 0", - --- --ra�A-vi-ationA - eh ack 000.00 N Qe nl .. ...... ..mm Amondmont No, 16 Task Order No. 12 -Gate I OB RapUtemant $6,5414.25 ............ Amendruent No. 17 Administration Feas for IC 17-35 ExtL-,nsionlD,isplacei7ien[8ndConnectli,igTaxNwaysP'roje�r,t -,Adlustmenitc $aoe Amendment No, 9-El 1122, El 1046 ................................................................ Ame ndme nt No. I a Task Order No. 8-Construction Administration Fogs for RWY 17-35 ExtensionVsplacernenl and Connecting Taxiways Project -Adjustment to $0,00 Amendment No. 9-E111146, Tesbig Amandment No.19 Task,0r,d­erNo g--­Re fro L Xaq!qaTask Orders_�, 113,'111 1 L 47' Amendment No. 20 Repackage,th bid--d0CUTjFi's'-of`RhP-,, R-u n-w`—oy 9§PIRsement and Connecting Ts iwg, E1104 A Amendment No. 21 Construction Administrafte Services for Gate 1t+ Con,&trLICtbn 15,! St 2 $31,038,60 Amendment Ne. 22 Water Distribufion Modelln Asso,-Jated with 48"TM,Closure at CCIA $950000 Amendment No-23 M F—I C C A $36,900M AMEND.IN 0. 30 EXHIBIT B P 2 of 3 K Engineers,Nna Project'No.GRP.035 Amendment No. 17 35 Rung ay I N s dadNti nai scope to provide Environmental Due Gate 1013—Additional Administration and,inspe titian $7',371.50 envies 17 Runway Addil6nal Survey Scupe $2,300,00 Amendment No.27 13-31 N LarNwwU" §Yff Nerreratpi weld Iry ski ti 1 aD0 .........._ ...._-- .... _...... ........................ . . Amendment No., Construction Adrifinistrabon Fee Adjustni�entfContrant Reallocation and Addlt tai tees for the RU11My 17- xtensr oni NspNecement and ComiectIng "fa l,ways Pro ....................... _.m..._ Amendment No,79 nt7pn d f t y ry -at-Way IT 2 n Amendment No,, 30 Construction dministrat oin Phasic and Closeout Phase Service fees for the n - . . . tin aiwwaa s Rrn'ent $ ,7' p. l R �� waV 13-31 tersien,/0is lawrarn nk and enne ting, � ..- Amended'"l`otal tmme 1565,109.71 ADD[TIONAL CONTRACTS ,anitwr Nrrladltitrn Dsa m. n �,m. . .-..w. q n in eat J� a ri gd p l��idi�n _Pns�tiaa�� lw+I�ar�r.. �__�. .-..�..�.�.-& Diversion Aircraft Parking Layout 7'otal fee 1 .tf7 Nast Study for Aircraft Powering In and 0 gat of East R,0 N Positaens a"d Ad Aircraft Jet EngMe Ingestion Zone Fularkrngs trw the N-Wing Position Markings at Gates , 38 and h 11, 7f] t Rr�eet C�eserw� Nw���f�pr a�raiti�ei Inst�l��klr�ra ,Pill'LND,. NO.30 EXHIBIT N Paue 3of3 K,SA En ineers,Inc, Project No. CRP,035 EXHIBIT C CONSTRUCTION ADMINISTRATION SERVICE$ L SCOPE OF SERVICES The Engineer shall provide the following services: 1,, General AdministraVon of CcnVruvVon Contfout: Qonsult with the Owner arld act as the Owner's representative as provided in the General Conditions. The, extent and hnnitations of tme duties, responsibl4fies, and authority of the Engineer as assigned in said General CandWons, shall not be modified, except as the Enoneel, may olhemise agree in writing, All of the Owner's instructions to the Contrac�tor Wfli be issued through the Engineer, who shall have authority to act on behaH of the Owner In dealings with the Contractor to the extent provilded, in this Agreement and said General Conditions except as otherwise provided in,writing, 2. Provide a AN lirryu on-silo pra(&s'SjQ1r�,afeF1yfr1V9F aS C01)5JrE,[CJ(0n,Maj),8�gor. a, The Engineer shall provide a full time on-s[te Profe!WonW Engineer to serve as Construction Manager in order to observe as an experienced and qualified design professional the,progress of the Co.ntractor's executed Work, The Construction Manger wN determine if the 'Work is proceieding in accordance with the Contract Documents, and shall keep the Owner irformed, of the progress of the Work, b. The purpose of litie Cons1ruclJon Marw9er is to provide for the Owner a greater degree of oonfidence that the completed Work WN conform to the Contract Documents and that the Contractor has implemented and maintained the Integrity of t he design concept of Pie coiipleted Project as a functioning whole a,% indicated in the Contract Docurrients, The Construction Manager shall net, supervise, dii or have anntrol over the Work, inor shall the Cons1ructic n Manager have authority owner or responsibility for the means, methods, techniques, sequienmr , or procedures of construction selected or used by the Qortractor, for security or safety at the Site, for safety precautions and programs inOdent to the Contractors Work, or for any'failure of the Contractor,1c,comply vAth Laws and Regulations applicable to the Contractor',.q, furnishing and performing the WcA, Accordingly, Ow Conotruotioni Manager nOtheir guarantees the Performance of any Contr.Ictor nor aSSUrnes responsibility for any Contraoior's fallure to furnish or perform the Work in accordance with the Contract Doaurnents. 3 Resident Prq)Nect Reprvsw IaUvv (RPRJI,, Provide the aerVriQeS of an RP,R at the Site of thu Specific Project to assist the Ganstructiorl Mannger and to provide more extensive observatiori of the Contractor's work, Duties, responsibilities, and authority of the RFR are as set forth In attached Exhibit D. The furnishing of such RPR serWces will not limit, extend, or modify the, Engineer's responsibilities or authority, 4, Mdepondent Testing Laboralwy.,P novide the services of an indepefident testing laboratory to perform all inspections, tests, and approvats of samples, materials, and equipment required by the Contract, Documents, or to evaluate the performance Of materials, equiprnent, and facifiliaS Uf Owrer, prior to, their incorporation lirito the Work for the 8IOCOWIC Project with appropriate proftssional'Interpretaflon thereof. 6, Prv-Con-Wrauffon 'orrrure+nuvr Participate in o pre-constrootion conference prior to camrnencernerit of Work at the Site.. 6 SOwdulvs, Receive,, review, and determine (hie acceplibfllty of any and all sahedides that the Contractor is required to submit to the Engineer,, including the Progress Schedule, Scheidule of Subm ittals, and Sthedule of Values. AMEND. NO.30 EXH1131T C Page 1 of 3 KSA Cnglneers, Inc Project No,CRR036 T Barsaiines and Benchmarks: As appropriate, estaNllsh baselines and benchmarks fur locating the! Work which In the Engineers Judgment are necessary to enable Contractor to procleed, 8- DefeOlva Work:Reject Wark If, on the basis of the Engineer's observat�ons, the Engineer believes that such Work (a)Is defective under the standards set forth, In the,Contract Ooc;urnonts, (b) will not produce a completed Project that conforms to the Contract Documents or(c)wHI imperil the intogrily of the ciesigri concept of the rornpleted Project as a functioning whole as Indicated in the Contract Doolumervis, 5e Clarificaflons and lofeiprelaUons;Field Orders: issue necessary oladfications arid interpretations of the Contract Documents as appropriate to the orderly completion of the Work. Such clarifications and interpretations Will be consistent With the intent of and reasonably inferable frorn the Contract Documents, Subject to any MmItations In the Contract Docwments, the Enghteaf rnzy Issue Field Ordors authorizing minor varlations from the requirernents of the Contract Documents, 10,, Change Ordpm and Wor* Changp Directives,, Recommend change orders and work change directives to Owner, as appropriate, and prepare chaNe orders and wark change directives as required. 11. Shop Drawings and Samples" Review and approve or take, other appropriate action in respect to Shop Drawings and Samples audl other data which, the Guntrador is reqwred to subm4, but only for conformance wAh the infcornation, given in the Contract Documents and compallbility with, the design concept of the completed Project as a fundionling whole as indicated in the Contract Documents. Su& reviews and approvals or other action will riot extend lo means, mathods, techniques, sequences, o r procedures of construction or to safety precaution s and programs incident thereto. The, Enginoor shall' meet any Onntradoes sUbriftal schedule that Engineer has accepted, 12., Sulmfilules and "or-4qucai Evaluate and deterrrrin� the 0,00eptability of substitute or „or-equals" materials and equipment proposed by the cortraclor, but subject to any provisions below regarding addi,tional compensation for ey4uaVon Of such SUbS11Ute or"''or equal["s0mitta Is, 13, inspertions and Tests- Requh-c such spedol ilrnspoctlnas or tests of Irre: Work as deemed reasonably necessary, ar,,d receive and review all certificates of Inspections, tests, and approvals requlred by Mavis and regulations or the Contract 0owments., 'The F-rigineer's review of s(,.nnh certificates will be for the purpose of deterrviniing that,(lie resiAlt's uerlified indicate compliance Mh the Contrant DocutnerrIs and will not cohslitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply %0h the requirements of line Contract Documents, The Engineer shall be entitled to rely on the results of such tests 14, Oiaagmevianfs bafwpen Owner and Confractor: Render formal written decisions on all) duly submitted issues,relating to theacceptabillity of the Work or the interpretation of the requirements of Ito Contract Documents pertaining to the exvicution, performance or progress of the Work; reAew, each duly submitted Claim by the Owner or the Contractor, and In writing either deny such Claim in ,whole or in pad, approve Such Claim, or decline to resolve such Claim if the Engineer in its discretion concludes that to do so would be Inappropriate, In rendering audh decisions, the Engineer shall be fair and not show partiality to the Owner Or the Contrialor and shall not be Hablle in connect,ic n with anydecision re nd erel In good faith Ir such capacity, 15, Applicallans 6o,r Payment: Based on the Engineer's observations as air expetienced and qualified design professlonol and on revievu of Applications for Payment and accompanying supporting daa�urrh err to tlrrrn a, Determine the amounts that the Engineer recurnMends the Contractor, be paid, Such recommendations of payment will be in writing and will conStItUte the Engineers representation to the Owner, based on such observations and revievi,, that, to the best of the Enginet6s knowledge, Wormaticn and belief, the" brk,has progressed to the point Indicaled, the Work is AMEND. NO. 30 EXHIISIT C Paue 2 of 3 KSA Erginoors, Inc.Project No,CRPM5 generally in accordance wwith the Contract Docurntots (subject to an evaluation of the Work as, a functloninwg whole prior to or upon Substantial Completion, to the results of any s ibsequwent tests called for in the Contract Documents and to any other qualMcabons stated in the recommendation), and tide canditions precedent to the Contractor's berngi entitled to such, payment appear to have been ful filled ki, so far as it is the Engineer's responsibllity to observe the Work, In the case of and price work, the Engineer's recommendations of payment MI Oclude fr.n l determinalbr7s of quantities, and classifications of the Work (subs t to any subsequent adjustments allowed by the Contract Documents). b. By recommending any payment., the Engineer, shalt not thereby be deemed two have represented that obsorvations made by the Engineer to check the quality or quantity of the Work as It is peftmed and furHshed have been exhaustive, extended to every aspect of the Work In progress, or Involved detailed Inspections of the Fork, beyond the re:sponsibilitles specifically assigned to the Engineer In this Agreement and the Contract Docriments Neither the Engineer's review of the "Fork for the purposes of recommending payments nor the Engineer's recc mrn,endaticrn of any payment inciuding final payment will impose on the Engineer responsibl13y to supervise, direct, or control the Work In progress or for lire means, methods, techniques, sequences, or procedures of construction or safety precoutrons or programs incident thereto, or Contractoes compliance with Laws and Regwilations applicable to uEontractoes, forrifshing and performing the Work, It will also not impose res,ponsib`rilly on the Engineer to rnake any examination to ascertain how or for .ghat purposes the Con trw'ietor ha,s u eedi the moneys,paid on account of the Gon4rart brine„or,to determine that tithe to any portion of the Work in progress, materials,or equipment has passed to the Owner free and clear of any liens, claims, security interests. or encumbrances, or that them may not be other matters at issue between the Owner and th-e ontr�aaetor that night affect the amount tha(.should be l ld, 16. Eonlracfor" omplefr"on t)acumants: Receive,ive, revIewrr and transmit to the Owner maintenance and opera'ing instructions, schedules guarantees., brands, certificates, or other evidence of insurance not prevmously submitted and required by the only ,tact Documents certificates of inspection, tuts and approvals,, Shop I raWngs, ampn ies and other data approved as provided above, and transmR the annotated record drwcrrrrients which are to be assembled by the Contractor in acxordanca with the Contract Documents to obtain final payment, The extent of strop reviews by the Engineer will be limited as provided above. 17. Substanflal Completion.- Promptly after notion from the Contraclor that the Contractor ccunsi,ders the entire Work ready for its intended Lise, In company w1th the Owner and the Contraotor, visit the Site to determine if the Work Is Substantially Complete, If after considering any objectlions of the Owner, the Engineer considers the Work Substantially Complete„ the Engineer shall deliver.a certificate of Substantial Completion to Owner and Coitractor, td. Fatal Notice of Acc pfafaifrty+ of the Work,, Conduct a final payment Inspection to deterrn4ie if the completed apvrecifrc Project of Contractor is acceptable so that; the Engirreer rray recommend, in writing,final payment to Contractor. tg. befecrive Work: Together wealth the Owner, visit the Site to observe any apparent defects in the Work, assist the Owner in consultations and discussions with the Contractor concerning correect or of any such defects, and make recommendations as to replacement or correction of Defective Work, if any, 20. COfTeGUM Period: 'Together,vdith the Owner or the Owner's representaftive, visit the Site within ore month before the end of the Correction Perlcd to ascertain whether any portion of the Work is sub]ect to correction. AMEND. Nc. 30 EXHIBIT T l Page K A Engineers,Inc.Project No. CIRP-l EXH11131T 0 RESIDENT PROJECT REPRESENTATIVE 1. RESIDENT PROJECT REPRESENTATIME 1, The Engineer shall furrish a Resident Project Representative (RP R) to ass[st the Engineer In observing progress and quality of the VVark, The REP may provide full tinne representation or ri,ay provide representation to a lesser degyrea. 1 Through the RPR's observations of the Contradoes work in progress and field checks of materiaks and equipment, the Engineer shall endeavor In provide further protection for the Owner against defects and' deficiencies in the Work. Ho ever;, the Englneer shall not, during, sUch RPR Meld checks or as a result of such RPR observations of the Contraclor's work in progress,, by thaRPIR, superviae, direct, or have control over the Guntractur's work, nor shall the Engineer (including the RP,R) have authority over or responsibility for the means, methods, technIques, sequences, or procedures selected or used by any contractor, for security or safety at the Site, for safety precautions and prograrns rricident to any contractors worK in progress, or for any 'failure of a contractcr to comply with Lzws, and Regutabons applicable to su,Oi contractor's performing and furnishing of its wark. The Engineer (inclludirnq RPR) neither guarantees the performances of any contractor nor assurnes responsGblllty for any conlraclor`s failure to furnish and pe:rfdrrn the Work in accordance w1lb the Contract Documents. In addiflon, the specific limitations set forth in Exhibit Q, as incorporated in the oontract are applicable, 3. the duties and responsibilities of the RPR are Imitecito those of the Engineer in The Agreement with the Owner and in the Contract Docurnqnts�,and are further tirnited and described as f ]tows,� a, Generat,The RP is the Engineer's representative at the Site, wifl act as directed by and under, tl-[e supervision of the Engineer, and will conter with file Engineer regarding tone RPR's actions, 11 The RPR's dealings In matters pertaining to a Cointractuft work in progress shall in general be Mth the Engineer and the Contractor. 2,) The RPR's dealings with Subcantractors shall only be through or with the full knawledg,e and approval of the Contractor, 31 The RPR shall generally cornmuniicate with the Owne, onry with the knowIledge of and under the direction of the Engineer, b, SchWutos; Review the progress schedule, schedule of Shop Crawing and Sample submittals, and scherjWle of values prepared by a Cmilractor and cpopsulft with the Engineer concerninq acceptability. c. Gonforanoos and h4eethigs.- Affand 1'reatings with the Gorillraqtor, such as pre construction conferences, progress maelings, job conferences and other project:-related meetings, and prepare and circulate copies of minutes thereof, d Liaison.- 1) Serve as the Eni&eers 11alson vviih the Contractor, Working principally through the Contractor's authorized representative or designee, and assist in providing information regarding the Intent of the Contract DOCUrnents, 2) Assist the Engineer in serving as the Owners liaison v4th the Controctor when, the Co n tractot,'s o p ero tio ns affect the Ow nes am-Site operatrion s AMEND. NO.30 EXHIBIT 0 Page 1 of 4 ;SA rnginsers, Inc,Rroject No ORPLD35 3) Assist In olotaIlining from the Oviner additional detalIS or Information, when required far proper execution,of(lie Work, e, Interjorotation of Contm at Darwripnrs: Report to the Engineer When darifications and [niterprel:ations of the Contract Docurnents are needed and transmit 'to, the Contractor diariftations and interpretations as issued by the Engineer. f. Shop brawings and Sarnphis� 1) Record date of receipt of Samples and approved-Shop Drawings,, 2) Receive Samples which are furrAshadi at the Specific Project Site by the Contractor, and notify the ngilneer of ayaltabifty of Samples for examination, 3) Adviise the Engineer and the Contractor of the cornmercemeol of any portion of the Work requiring a Shop Drawing or Sample submittal for which, RP R beheves that the submittal has neat been approved by the engineer. Modifications,"Consider and evakiate Contractor's suggestions for modifications in Drawings or Specifications and report SUCh SLIggesfions, together with the RIPR's recommendations, to the Engineer, Transmit to the Contranotor in writing,decisions as issued by the Engineer. 1), Review of Work and Rpiec)ion of Oefoctive Work.- 1t Conductori�-Sfte observations ofthe Contractors work in progress to assist the Engineer In determining it the Work is, in general proceeding in aucordance with the Confroct Docurnents. 2) Report tea'the Engine or whenever the RPR bellieves that any part of tbe Gunt;,-acices� work in progress will not produce a completed project that conforms generally to the Contract Documents or will imperN the integrity of the design concept of the compieted Speciric Project as a functioning whole as indicated in the Contract Documents, 'or has been damaged, o.rdoes not meet the requirements of any inspedion,test orapproy'al required to be made,, and advise the Erg6eer of that part of work In progress that the R,PR believes should be corrected or relected o,,,should be Uncovered for otmervatlon, or requiwes !special testing, inspection orapproval, Inspectioas, Ti9sts, and Sysbm tart-ii .s: 1) Consult with the En&eer in advance of scheduled inspections, tests, aind s:ystems, start- naps,. 2) Verify that tests, equipment, and systems start-ups and operating and niallatenance training are conducted in the presence of appropriate the Owner's personnel, and, that the Ccntractormainlairn5 adequate records thereof: 3) Observe, record, and report to the EnJineer appropriate details rNative to the test procedures and,systerns start-Lips, 4� AccDnipany vlsltlng Inspectors represenling public or other agencies having Jurisdiction over a Specific Project, word the resents of these inspectilons, and report lo the Engineer, 1) Maintain at the Site orderly files, for wraspondence, reports of Job conferences, reprodUCtiOnS of orjg[inal Contract Documents!,including alli change orders, field orders, work clionge directives, addenda, additional Drawings issued subseqUent to the execution of the AMEND. NO. 30 EXHIBIT D —2a J e 2 of 4 il Engineers, Inc,Project No,CRP.035 ConstrucUon Contract, the EngMeers clarl(l and interpretations of the Contract Documents, progress reports, Shop Dlrawing and Sample submittals received from and delivered to the Contractor, and other Specifir.Projecl-related cocwrnerils, 2) Prepare a daily report,or keep a diary or log book, recording the Contracbm's hours on the Site, weather conditions, data re,laiive to questions, of change orders, Fie ld orders, work change direptives, or obauged cond4iioos, SiLe vi.sRors, daily activities, clecisbna, observations in genenit, and specific observations In more detail as In the case of observing test procedures',and send copies to the Engineer, �3q Record riarines, addresses, fax numbers, e-maill addresses, vveb site locations and felel numbers of all Contractors, Subconlractors, and major Suppflars of materials and equipment, 4,1 PAalntailn records for use in preparing projilect documentation:. 5) Upon completion of the Work,furnish original set of all RPR Specific Project documentation to the Engineer,, k, Reports,- 11) Furnish to the. Engineer periodic reports as required of progress of (lie WoFk and of the cootractor's comphonce with the progress s, &edule and schedule of Shop iDmewing and Sample submittals. 2) Draft and recommend to the Engineer proposed change orders, work cholue diroctives, and Field Orders, Obtain backup rinaterial fronni the Contractor, Furnish to the Engineer arid the Owner copies of all inspection, test, and systern startup reports. 4) Immiediately notify the Engineer of the occurrence of any Site acc(dents,emergende's, Kts of God endangering theOJork, darnage to property by fire or other aviuses, ur lime dismvery of ahy Conslituent of Concern,, Flayment Requel 1) Review applications for payment with tlie Contractor, for compliance with the established procedure,for til subnitssibn and forward with recommendallolns to the Engineer,, noting particularly the relationship of the payrient requested to the .5Qhed'w1e of values, Work, oompleted, and materials and equipment delivered at the Site bull not incorporated in the Work. ro, 1) Du Krig the course of the Work, verity that materials and equipment certificates;,operation and mainterance rna,nUalgand other data required by the Specifications to be assembled and furnished by a Contractor are applicable to the items actually installed and in accordanca with the Contract Doclurnents, and have these documents delivered to the Engineer for revi!ew,and forwarding to the Owner prior to payment for that part of Vie Work, compleflow 1) Participate, in awls is to the Prol to assist In determillning Substantiat Comioletion, la"ist In the determination of SubstantiM Cornpleton 2nd the preparation of lists of items to be completed or corracted. AMEND.N0.30 EXHIBIT D Page 3 of 4 IKSA Engineers, Inc, Proloct No CRP.035 2� Participate In a fjnai vM to the Project in Ilia company of the Engineer,the Owner, and the Contractor and prepare a final I'llst of itenis to be completed and deficlencies to be rernedied, 3p Observe whether all Rems on the flnW list have been completed or corrected and make recommendations to the Engilneer concerning acceptance, 4. Resident Project kepresentative shall n& a. Authorize any deviation from the Contract Documents or stilbstituffan of materials or equipment �incl'udirig"or-equal"(terns). b, Exceed Urnitations of Engineer's authority as set forth in thl's Agreement, c, Undertake any of the responsiibili ties of a Contractor, suboontraotors, suppliers,, or Contract&s superl.ritendent, d, Advise on, issue directions relative 'to, or assume control over any aspect of the means, methods, techiniVes, sequences or procedures of the Oontractor's work, e. Advise on, issue directions regarding, or assume control over security safety p,,ackes, precautions and programs in connectiion with then actJObes or operations of the Owner of the Contractor. f, Parficipate in speciali zed, field or Iaboratory tests or inspections oonducted off-site by others except os spec&ally outhorlized'fey the Engineer. g, Accept 9bop IlDrawfing or,SarnpVe submittals from anyone other than file Contractor. h, Authorize the Owner 1,D occupy a Specific Pro,!ec;t in whole,or in part, Amr=ND.NO. 3D EXHIBIT D Page 4 of 4 KSA Engineers, Inc.Pro)ect No, GRP,036, EXHIPIT E CLOSEOUT PHASESERVICES 1, SCOPE OF SIERVICES The Engineer shall provide the folliowing seirvices' 1. Assist the Owner in training the Owner's staff to operate arid rrzintain Speclfiu Project eqWprnent and!Systems, 2. Provide the Owner With a CO containing the final test and qUallitV control report documenting the results of alt tests performed highlighbrig those tests that fa Red or did not meet the applicable test standard and resuffing actions(s) taken, The report shall include any pay reduction applied and reasons for accepting any cutof tolerance material. 1 Prepare and submit one CD containing plan draw rigs in single page irrionuchrome TIFF farrinat at a, afinimurn resolution of 400 dpi or a maximum sheet size of ANSI D (22' x 34") shoWng thase, changes made during the construction process based on the marked-up, prints, dravelngs, and other data fvrnished' by the Contractor(s) to the Engineer and those ch,ang,as which the Engineer considers significant. 4. Update the exisfing Airport Layout Plan (ALP) as necessary to indicate Rerns completed during construction, Field verificafion of rrUnvvayr end coordinates and elevations arse reqqired If they Nave been aft red clurIng con,structlori, Transfer the Updated ex:isfing ALP Ic a COIRIPUtel aided clesign and drafting (CAD) format as directed' by the Ownerd the Eringilnear shall furnish the Owner W11h three (3) review copies, and upon approval, fifteen (1 5) copies of the ALP and one CD containing a CAD copy af the ALP. If aerial photography is necessary for the ALP Updote, the Engineer shah furnish the Oviniar WRIh oine copy of nariin I photographs, 5. Furnish the Owner With four (4) bOUrld COP+(?S Df 2111 approved catFilog cats. warranties, rrajntananlce data, parts 1 sts,,and narnos of equipment and roaLerlals suppliers. 5, Furnish the Owner and the FAA each with one (1) copy of all RRR Specific Project 7, Furnish the Owner and the FAA wfth aoopy of the Contractor's Nofte of Termination (NOT) to TCEQ as necessary for S,WP3. B. Prepare a Notice of Termination (NOT) for the Owner and the FAA to submit to Tr'E.Q as necessary for' WP , 9. Conduct an lo8pection of the Project prior to the expiration of Any warranty period and advise the CVvner of any recortimeoded action to be taken under the terms of any .warranty. AMEND. NO. 30, EXHIBIT E Po eIOfI KSA Enginecrs,lnc.iProleot No� C,RP D3,6 ,�1.)PPJJFR NUMBER TO B AS,53�tNUT)11 YTTTV-- P URr ;NAS Ir O NVIStCa1a C'rry nit° CITY OF CORPUS CHIIISTI Corpus DISCLOSUIUK OF INTE'U, ST Christi Cit ofCorpus Christi Ordinance 1" 112, ris r�r��u�.A�r�9ed, requires a I I persons or tirt�ris seekin to cola bosines wit f] t6r�+ cit to l�nAlide the following ill fonlanntion. Very" question ulm"O one ann�:swered" 1, tlne cloest rn is got sla�pa k-' lea yarns w- wilh, "NA'" o ruwrsc side fur 1^"ilirng e rtirena�rnts., "wli1wal,aearrs, wid de Initions.. T70;M1'ANY NAME: KSA Engineers,T.rte. 1'b 0. e STREET T" ADI;tRTr Vii : 140 E.Tyler, Suite 600 .TTY: Lrnrn nple v z ]" ' 601 A•"tt'lM I$: 1 Q0 orrrio n X 2. Pzilrtcmhn 3. Sok O ner J 4. Asscration oth r DISCLOSURE,"I� OSU Ql1JT�l'�TIONS 11`additio nil s me is aneeess�ll ' lalera;re arse t9ae reVet'5e sidle o tMaas ale o altach selaaaraate sheet L ,Waite the nrrrrn s of each 'eraminlrryee"' anf tare Ci� f " r p us � "Itr istl having �ara� �.<ra��raec°slyt irttt�rer�t.�� Constituting g 3 �,or rnn re of the owner°�hi�i�rn t.1n� � ewe rname�l rrun"a l' am Job "1"itle and City Defa,ar°t naernt(if°kraumi) / 2, State the mares (if each "official"' of the City of Corpus Christi having all .`owl'lcrsfiip interest" eornstitantinn 10/4 or n-naenre rat lime ownership in the above rnrrrnned "firrrn"" Name 'riil,e late the rnarna s of cach "board rn e n1')W'ant`thc City O'Corpnrs Chrmisli Inawhag an "oWira r bila interest" ernstitrtira 3%,or more of the ownership in the above named `'tltrna,", Nume, Board, l:orraranirbsirarn eartti';rnnnnrrnitt.t-e / ...m. . ... 4. Stale, the rnrarnnes of each ennlaloyee or ofrwer of an "consarltaint"" for the tarty of Corpus Christi who � orkcd rnnn any rruat r related to the subject of this contract and lntts an ,"ownershiin irnt;erest"� et�tnstiln`rt'irvt; 't gar or more orthe ownership in the bone rnarned 'Trni"'�" Name Consultant NJA EX11.li l3 'I "W" I" , I It 11 rr Perseara Who aeqtreSts official actin On as matter knows thAt tlae rcc rres�cd aut on will ecrnfe�r ran economic benefit on any City official car eut altayee that is rlrstara trislaalale �ronn, the ef.Ied that the action ,will have on members of the publie in general or a��a su statratial sc ,ra7ent thcrccrf, yenta shah cl lose that tae,t in a signed + r'lting to the City oMida , eraa loy"ee or holy that hAs laeen re vcstecl tO stoat hl 111e rtaatter,, unless the intevest of t4e City 'ieial (jr ea,r"r� YCC in the raarater is alaparcnt, ("he disel sure shall also be made in as signed,writing f�r W with th City �eac�retaty. [Ethie s Ordinance Section -34 (d)) C'E R11C ll+"'1 An N I c r'tlfy that all iriforraaaGo a pi-crvidud is true and eearreet as of the rlate of'tltis stat�r�trrc ent,that 1 hta ve nat k a w, m ly withheld disclosure, h any inn"orm tion aegr cted, and that supple�nwntal state�raaerats will he r.olup( y" submitted to the City ail"Corl)rrs Chdri i,TCMS as elaartf;es 0C,Qw4---.1 Certifying 1 er°so n: @ � Title � l (Type or Pri n1) Signatum, of ortifar"rug f Date Pe a. " Board rrrerral:,a,er!' A rrreraalaer of" any hoard, t earn°aaraissie�rr, or caw aarnaittee aallpOirated by the Ci,t, Council of"the City etaf'C orpus Chr°istr, '1"eacas; 1"a. " I")contarnic benefit", Ail at:etitarr (hat is lilwwrl,y to affect: an eccarae_arnie intmst if it is, likely, to have an cffeet ran that interest thaat is distira, uishable from its of"feet ra aaaeraalaers of"thc 1,)talalic in general or to substantial sL�g,rnerat tlaearoof" c. "Ernple°yee." Any person eraapleryQd, lay the Cjj,y ()f Corrptrs lar�isl:i, `re aas cither oil a fall or part- time basis, but not as an independent ndent cortrractm d. G"Firrrr.." Any eratity olreara(ed fr r creoitoraa'rc grain„ whether professional, industr°iaal.orcornrrnert; aal, and whether e laalalislaed to prodLlMor drrarl with a product or service, induding bat riot limited to, entities tnperaated i.n tlae tsar m of sole Proprietorship, as sell"eratplraye d perµmn, pnrtner.ship, corporation,joint stook t:cara "pally,joint wrata,are, receivership rrr trust, arat'd entities Which for latrrllaoses c&taxation ax treated as scans-profit ni aani ations. Q. "Official." 'f he mayor, inernbers Of the City Council, City Manager, Deputy City Manager, Assistant City f'w+laaata ,ers, De aartrienrt and Division Heads, and Municipal Court Judges of't,llew Carly rat" Cr orptis Christi, Texas. f,. "Ow nershrla frate~rest.- 'Legal or eeittitWea interest, wvlaetla r sadUally Or C01tstt.t1c1iVC1y lidd, ira, as firm, including whim Such iraterest is held thrratr; ,h an agent, trust, es later, or holding entity. "('onstructively held" t fcrrs to holdings or control! established tha'taar h voting; tr•trsts, proxies, or sly c ice;tl term s of verrrtarrwu or parb.,ie,rship a greerar en ,y gw "COM111taat ." Any person or firnl� such as en gincer"s ind aavchhects, li[rctd by the City of Corpus Christi ror dle porpose'vl'pro r ssional uw nstelwticar an r�c��anrrwerrdaalierra. EXHIBIT ref;" page'2 Graf" I G `F u n �/ �, ��. „ ,,.,,.,,,,,,, �f,. � I � � it i4�Y��P����P��i di�'4+����G�'�`l Nw ,�� I �h��� I i✓u( � � �I} ��f�, U I, -✓ Imad� le�l ��� , �� / 1 i I� / �Vu � / G PROJECT LOCATION Corpus Christi International Airport Corpus Christi International Airport CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS Runway 13-31 Extension/Displacement DEPARMENT OF ENGINEERING SERVICES PAGE 1OF1 u c� \ n. -a-j o CLAI u EL u CL � O o U a� x w m m ca k' j w z /w L ch Ali U L �a a ro 0 tl Um Q V ; un �IQ a f 1 V Q Q �^aDNrIN� r w z E a ch �II�I L Q. u I-X11 Q L C o' L - G V{ �m L N v o >o z � �i -1 ��� C G N V a' •O � � 22 � CL 16.4 tt a� t U V o LL Z � ) CL 4 .V.., a w � -61 �0 +� 1 ._ I' L L- L ch Ali U L- (n iL D ro CL �L] 00 O V M N (O I-� O (O O M O O O O T V LO M N 4Y O N 00 I- O M lf') V M (O A \ o0 M In M O In In (O V o0 O N o0 (O (p (O M M (O (O W M O V (O N M 00 V O O M (O O V 00 (O O lf') N I� (p O 7 (p N O h M I� N N V h O V 69- U7 N (p O (° (M N M O V (M N N 6 N (M N M (fl ER N ER a N ER ER ER ER M ER M ER ER ER ER a 1� 6 O z 4-j u^ \ z �O z ° � ° z N w N Q s Y ~ w (o 'N Z 0 o ?' O � J Q Q D a (n m U. + w w Q o.m H m aQQ a`, w � Q OplaiQ =U a m U' w co p N o t _ m e w (6-r= m w 72 oaa o E U LL J N a w Lu m - N U7 00 (0 r- U M V U C 0 Q Nv m mwwwwww ° °� w ° Z c i6 w J Ul N (6 m (6 (6 (6 (6 (6 (6 (6 N N C d o "C "C > > E E E E E E E E w p o Q m m (7 Q ('J c o 0 0 0 0 o w °� N w °� w c p > (D w E LU (n U d d w 7 cn N N N N N N ° N ° :° N i J Z� aaa � o E Z cc 'QQ D p c = = = = = = cc i HOH LL LLLLLL aaaaaa - aa U Uw0 o 111 N F- w Q "aDNrIN� r US 0 _ AGENDA MEMORANDUM First Reading for the City Council Meeting of June 10, 2014 xg Second Reading for the City Council Meeting of June 17, 2014 DATE: May 2, 2014 TO: Ronald L. Olson, City Manager FROM: Fred Segundo, Director of Aviation FredS @cctexas.com (361) 289-0171 ext. 1213 Upgrade the existing software and hardware for the Multi User Flight Information Display System (MUFIDS) currently installed at Corpus Christi International Airport (CCIA). CAPTION: Motion authorizing the City Manager, or designee, to execute an agreement for the purchase of system upgrades for the current Multi User Flight Information Display System (MUFIDS) at Corpus Christi International Airport from IN FAX, Duluth, Georgia for total amount of$138,348. PURPOSE: The current MUFIDS requires an extensive software upgrade and installation of new monitors to provide passengers and customers with a real-time flight information system, weather updates and relevant emergency and/or directional information. BACKGROUND AND FINDINGS: The existing MUFIDS equipment is approximately fifteen years old and was originally installed in the old terminal. It has become unreliable, requires manual updates by airline employees and is not fully compliant with the American with Disabilities Act (ADA). The new equipment will enhance customer service with the latest software/hardware technology to include LCD monitors. The improved FIDS are a web-based platform that will provide airport management with automated control to distribute and display real-time flight information to passengers and airport operational staff. The system allows for airline differentiated check-in and gate counter displays of flight information. The upgrade will allow mobile devices (i.e. smart phones) to access flight and weather information via the City's web-site, as well as automatic updates through the airline feeds for real time flight information. Airport Staff will also be able to deliver emergency, weather and way-finding instructions/information as needed. The displays will also be fully ADA compliant. Upgrade and installation of the system will be administered under the City Engineering Department's Job Order Contracting (JOC) Program. The system expenditure is eligible for Federal Aviation Administration (FAA) grant funding at ninety percent of cost. This item was included in the City's approved FY14 Capital Program for purchase in Year 2 (2014-2015). However the accelerated decline in reliability and functionality requires replacement this year. Due to this urgency, Airport staff is moving forward with the purchase and will include the system in future FAA capital improvement requests for potential reimbursement. ALTERNATIVES: No viable alternative exists. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Not Applicable EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal Purchasing Finance FINANCIAL IMPACT: ® Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget 0 $300,000 0 $300,000 Encumbered / Expended Amount 0 0 This item 0 $138,348 0 1 $1387348 BALANCE 0 $1617652 0 $1617 652 Fund(s): Airport Fund 4610 35040 550040 Comments: None RECOMMENDATION: Staff requests approval of Ordinance LIST OF SUPPORTING DOCUMENTS: Agreement PowerPoint Presentation GENERAL CONTRACT AGREEMENT THIS GENERAL CONTRACT AGREEMENT (the "Agreement") is entered into and effective as of , 20 (the "Effective Date"), between INFAX, INC., a Georgia corporation (the "Contractor"), and City of Corpus Christi, a Texas home-rule municipal corporation ("Owner") for the following project: Corpus Christi International Airport MLFIDS upgrade (the"Project") WHEREAS, the Owner wishes to engage the Contractor to perform certain work, and Contractor wishes to accept such engagement, under the terms and conditions set forth below. NOW, THEREFORE, in consideration of the premises and mutual covenants and conditions contained in this Agreement and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Duties and Compensation. The Contractor will perform the services, duties and responsibilities (the "Work") set forth in attached Schedule A. For the Work performed under this Agreement, the Owner shall pay to Contractor compensation as set forth in attached Schedule B. 2. Term. Contractor's engagement under this Agreement will commence on the Effective Date and will continue through the completion of the Work in connection with the Project(as determined by the Owner), unless earlier terminated as provided in this Agreement. 3. Independent Contractor Relationship. Contractor's relationship with the Owner is as an independent contractor and not an employee of the Owner. Nothing contained in this Agreement is to be construed to imply that Contractor is an agent or employee of the Owner for any purpose, including without limitation withholding for purposes of Social Security or income taxes or entitlement to any insurance, retirement or other employee benefits offered by the Owner. Owner shall have no right, power or authority to create any obligation, express or implied, or to make any representation on behalf of the Contractor, except as may be expressly authorized in writing from time to time by the Contractor, and then only to the extent of such authorization. 4. Restrictive Covenants. (a) Confidential Information. For the purposes of this Agreement, "Confidential Information" means any tangible or intangible proprietary or confidential information or materials or trade secrets related to this Agreement and belonging to the Contractor or Owner (whether disclosed orally, in writing, in electronic format or otherwise), including but not limited to technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, discoveries, developments, designs, financial data, financial plans, product plans, technical documentation and specifications, and lists of actual or potential customers or suppliers. Confidential Information also includes any information described or designated as proprietary or confidential information, whether or not owned or developed by the Contractor or Owner. Confidential Information does not include information which: (a) is already known by Contractor at time of disclosure; (b)is or becomes, through no act or fault of Contractor, publicly known; (c) is received by Contractor from a third party without a restriction on disclosure or use; or (d) is independently developed by Contractor without reference to the Confidential Information. During and after the term of this Agreement, Contractor shall hold the Confidential Information in confidence and shall not disclose the Confidential Information to any third party, except to the extent required by a court or governmental agency pursuant to a statute, regulation or valid order, nor use the Confidential Information for any purpose other than as permitted in this Agreement. Upon request by the Contractor and in any event upon termination of the engagement of Contractor with the Owner for any reason, Contractor shall promptly deliver to the Owner all property belonging to the Contractor and Owner, including without limitation all Confidential Information (and all physical embodiments of such information)then in Contractor's custody, control or possession. (b) Ownership of Work Product. All copyrights, trade secrets, trademarks, service marks, or other intellectual property rights associated with any ideas, concepts, techniques, processes or works of authorship developed or created by Contractor during the course of performing Work on behalf of the Owner shall belong exclusively to the Contractor. Owner automatically assigns to the Contractor, at the time of the creation of such material, all copyright or other intellectual property rights in such materials. (c) Enforcement and Damages. Owner acknowledges that all covenants contained in this Section are made expressly for the benefit of the Contractor and for any subsidiary or affiliate of the Contractor and may be enforced by the Contractor, any such subsidiary or affiliate or any successor or assign. Owner acknowledges that there is no adequate remedy at law to redress a breach or threatened breach of the covenants contained in this Section and therefore agrees that the party seeking to enforce any of such provisions shall be entitled to an injunction or other equitable relief against Owner restraining Owner from such breach, and Owner waives any claim or defense that such enforcing party has an adequate remedy at law for any such breach; provided, however, that nothing contained in this Agreement shall prohibit the Contractor or its successors from pursuing any other remedies, including the recovery of damages. 5. Insurance. (a) Scope. During the term of this Agreement, Contractor shall maintain comprehensive general liability insurance (written on an occurrence basis) that covers bodily injury (including death) and property damage, in a combined single limit of not less than one million dollars ($1,000,000.00). This policy shall include: (i) coverage for products liability and blanket contractual liability applicable to this Agreement naming the Owner as an additional insured; and (ii) workers' compensation and disability insurance and any other legally required insurance covering all individuals engaged in the performance of Work pursuant to this Agreement, in conformance with the requirements of the laws of the State of Texas and any other applicable state. (b) Requirements and Proof of Insurance. All of the insurance policies required under this Section shall be underwritten by insurers having a Best's Rating of A and Financial Size Category of VIII or higher, or by such other insurers as shall be acceptable to the Owner in its sole discretion. In addition, a certificate of the issuance of each such insurance policy shall be delivered to the Owner prior to the commencement of performance of any Work. Such certificate shall contain an agreement by the insurance company issuing the policy that the policy will not be canceled, terminated or modified without thirty (30) days' prior written notice 2 to the Owner. At least two weeks prior to the expiration of the original policy or any renewal thereof, a new certificate of the renewal of such insurance shall be delivered to the Owner. 6. Compliance with Laws. Contractor shall secure any and all permits, licenses and approvals that may be required in order to perform the Work, shall exercise full and complete authority over Contractor's personnel, shall comply with all workers' compensation, employer's liability and all other federal, state, county, and municipal laws, ordinances, rules and regulations required of an employer performing services such as the Work, and shall make all reports and remit all withholdings or other deductions from the compensation paid to Contractor's personnel as may be required by any federal, state, county, or municipal law, ordinance, rule, or regulation. 7. Termination. (a) General. Contractor and the Owner shall have the right to terminate this Agreement at any time by mutual agreement in writing. In the absence of a mutual agreement, either Contractor or the Owner may terminate this Agreement at any time by giving ten (10) days' written notice to the other party. 8. Liability; Indemnification. Because of its independent status, Contractor is solely and completely accountable for the Work, and the Owner shall have no liability whatsoever to any party for such Work provided by Contractor. Contractor agrees to indemnify, defend and hold the Owner harmless from and against any and all losses, liabilities, damages, claims, demands, suits, actions and/or judgments, and all costs and expenses (including attorneys' fees): (a) based upon or arising out of damage to property or injury (including death) to any person caused by any act or omission of Contractor or any of Contractor's agents, employees, sub- contractors or representatives; (b) sustained in connection with the performance of the Work under this Agreement; (c) based upon or arising from the failure by Contractor to carry out its obligations under this Agreement, including without limitation Contractor's failure to provide the required insurance; or (d) from any unauthorized disclosure of all or part of the Confidential Information by Contractor or any of Contractor's agents, employees, sub-contractors or representatives. Except to the extent allowed by the laws of the State of Texas, the Owner shall not indemnify Contractor for any liability incurred by Contractor or any of Contractor's agents, employees, contractors or representatives. THE Owner SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT. 9. Miscellaneous. (a) Entire Agreement. This Agreement (including all Schedules), as amended from time to time in accordance with its terms, contains the entire agreement, and supersedes all prior discussions, understandings and agreements, between the parties with respect to its subject matter. (b) Amendment. This Agreement may be amended or modified only in a writing signed by the parties. (c) Governing Law. This Agreement is to be governed by and interpreted under the substantive laws of the State of Georgia, without regard to conflicts of law principles. 3 (d) Notices. All communications, notices and disclosures required or permitted by this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by messenger or by overnight delivery service, or when mailed by registered or certified United States mail, postage prepaid, return receipt requested, or when received via facsimile or other electronic transmission, addressed as follows: To Owner: City of Corpus Christi c/o Corpus Christi International Airport 1000 International Drive Corpus Christi, TX 78406 Attn.: Director of Aviation Telephone: 361-289-0171 Facsimile: 361-289-0251 E-mail: fredskcctexas.com To Contractor: Infax, Inc. 4250 River Green Parkway, Suite D Duluth, GA 30096 Attn.: Daniel L. McWilliams Telephone: 770-209-9925 Facsimile: 770-209-0671 E-mail: dmcwilliamskinfax.com (e) Binding Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, representatives and permitted assigns. (f) Headings; Gender; Number. The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any of its provisions. For purposes of this Agreement, when the context so requires, the masculine, feminine and neuter genders may be used interchangeably and the singular may include the plural and vice versa. (g) Assi ng ment. The parties acknowledge that this Agreement has been entered into as a result of, among other things, the special skills of Contractor, and agree that this Agreement may not be assigned or transferred by Contractor, in whole or in part, without the prior written consent of the Owner. The Owner will have the right, in its sole discretion, to assign or to delegate any or all of its rights or obligations under this Agreement to any person or entity, including without limitation an affiliate of the Owner, without obtaining the consent of Contractor; provided, however, that the Company will not be relieved of any of its obligations by such assignment. (h) Severability. The provisions of this Agreement are deemed by the parties to be severable, and the invalidity or unenforceability of any one or more of the provisions of this Agreement will not affect the validity or enforceability of any other provision. 4 (i) Waiver. No failure on the part of any party to exercise, and no delay by any party in exercising, any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy by any party preclude any other or further exercise of it or the exercise by that party of any other right, power or remedy. No express waiver or assent by any party to any breach of or default in any term or condition of this Agreement by the other party on one occasion shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition. 0) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. Facsimile and electronic executions and deliveries shall have the full force and effect of original signatures. [SIGNATURES APPEAR ON NEXT PAGE] 5 IN FITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date. CONTRACTOR: Infax, Inc. By: ' Its: Owner: City of Corpus Christi By: Its: 6 Schedule A Work Description of Work • MUFIDS system upgrade, as detailed on attached Infax quote number CRP2421(4). Work Schedule and Timing • Contractor shall not deliver any materials to the Project site or commence the Work until notified by the Owner to do so. • The days and hours of Contractor's performance and the specific manner by which the Work are performed by Contractor are solely within the discretion of Contractor, as long as they are consistent with the Owner's general standards with respect to such Work and any particular Owner requirements. Contract Term • Project is expected to be completed in 90 days from receipt of signed contract. A-1 Schedule B Compensation The Owner agrees to compensate Contractor as follows: • Contractor shall receive $138,348.00. • All amounts due and payable to Contractor pursuant to this Schedule B shall be paid 30 days from date of invoice. These payment terms shall control, even though they may not be consistent with Contractor's quote letter. • Upon termination of this Agreement prior to the completion of the Work for any reason, Contractor shall only be entitled to amounts earned through the date of termination. B-1 4250 River Green Nirk ay�Suite r#0" u i0i,G eor iai 30096 April 24, 2014 Mr. Aaron Rose Moye I.T. Consulting, LLC 1255 Corporate Drive, Suite 100 Irving, TX 75038 RE: Price Quotation for Infax WinFIDS®Application Suite Dear Mr. Rose, Infax, Inc. is pleased to offer this price quotation for an upgrade to the current flight information display system at Corpus Christi International Airport. We appreciate your interest in our WinFIDS79 Application Suite and look forward to working with you on this project. Please note that this quotation will expire July 1, 2014. Please contact me if you have any questions. Sincerely, Danielle King Transportation Account Executive (678)533-4017 dking@infax.com cc: Mike Davis CRP2421(4) A-2 A VPW 1934262 v1 2907788-000001 1/8/2009 Corpus Christi International Airport Multi-User Flight Information Display System Scope of Work Infax, Inc. will provide the following equipment and services for this project: MUFIDS Hardware: • Provide, configure, and install two (2)rack-mount MUFIDS system servers configured for pri mary-secondary backup • Provide, configure, and install twenty-five (25) 40-inch LED flat panel monitors • Provide, configure, and install four(4) 55-inch LED flat panel monitors • Provide, configure, and install twenty-nine (29) digital display players • Provide, configure, and install five (5)Workstations • Provide, configure, and install two (2)touch screen Baggage Claim Input devices FIDS System Software • Provide, configure, and install Microsoft Server 2012 and SQL 2012 • Provide, configure, and install Infax WinFIDS® application software suite • Provide, configure, and install Engage ad manager and Composer page creator software • Provide, configure, and install Infax WinFIDS Digital Display Controller Licenses (DDC) • Provide, configure, and install Infax WinFIDS Bag Claim Input Controller Licenses • Provide, configure, and install Infax WinFIDS Airline Workstation Licenses • Provide, configure, and install interface to FAA ASDI flight information data feed for real-time arrival and departure information • Provide, configure and deliver XML, Flat File or similar to Airport Web Developer for display for real-time flight information on airport website. • Provide, configure, and implement a mobile website utilizing a graphical interface. • Provide weather forecast and map integration Installation, Training and Project Management Services • Provide on-site project management services and product submittals • Provide on-site user and administrator training as per specification • Provide software configuration and setup of devices • Provide all travel and site expenses for Infax employees • Basic one year support agreement included • Provide freight and insurance for shipment of products to project site Total Price: $138,348.00 B-1 --------------------------------------------------------------------------------------------------------------------- • Total base price includes an Infax one year basic system support agreement. • Infax provided hardware will be covered under the manufacturer's warranty. Add Alternate for Infax XML Feeds: - Direct airline feeds for Southwest, United and American Eagle including the interface set up fee in the Infax Data Center and are provided for no additional charge in the base quote. Airline data will be transmitted from the Infax Data Center to the MUFIDS servers located at the airport site. - If a system support agreement is purchased after the first year, these direct feeds would remain as is for no additional charge. - If a system support agreement is not purchased after the first year, the direct feeds will be invoiced at $200.00 per month (total for all three data feeds). FAA ASDI Monthly fee after the first year: $360.00 Accuweather Mapping and XML data monthly fee after the first year: $ 150.00 Terms & Conditions: ► Payment terms Net 30 days from shipment ► Hardware and Software to be invoiced as shipped. Installation will be invoiced upon completion or monthly ► Quotation is subject to change based on any modifications to the scope of work P. Infax provided hardware is covered under the manufacturer's warranty. P. Project completion: 60-90 days after receipt of order Exclusions: P. Server rack ► Monitor Mounts ► Installation of Monitor Mounts P. Custom millwork or cabinetry including free standing structure and framework P. Electrical, conduit and data cabling ► Network Equipment(switches, routers, etc.) ► Applicable sales and use taxes. Sales tax will be invoiced if sales tax exemption certificate is not provided. ► Payment and Performance Bond A-4 A VPW 1934262 v1 2907788-000001 1/8/2009 IIIIIIIIIIIIIIIIIIIIIIII�� i� � Grr UI O .,.., bri A • 1 rA oX U o � .W o O �,x 4.1 Q) blo mum �xr �•+ ' c) c) a) a� � ob � b -a-1 � ' --j V Q bO bA ' .O ,� p ,� +, c� 4.4 cn .,�.� V O 4-1 4-4 4-j a� o ���, O � blo O �Ul) 4-j .� 4-j bbbO 1 - aA �, .Ul) O 4-j O bA � 4-j 4.5 . 66,04 .,.., u 4-4 O bA ct O +j 4 4.j 4-j � 4.5 ct mj son, o A—s- CIO • • • f m z az z za • ° �F, 1 q is 4 g� O 10 0 0 0 0 4 �n � 4� Qj ,VI 9 YJ �p 91. Co .4yr tll p rev� �/� i/►M� M N V 08 U W N u �� / u..n� u q(P un�i(ir�rrrrr(itt ^L' 1� .ca U f ! O bD JJ1 U ca r ClA N bD u f� �� Ili uil r� n� h� 1, f a. r r I� a iffryr(1aa �y� �% 4—J LU bD r l i o " L CID a-' IIIIIIIIIIIIIIIIIV� �J i a) C6 aJ N ,n a_+ �. U r. ra aJ CID N 4-J i C6 .— cn b.0 � — L O -0 •n .n O aU-+ O v CID E O X o (3) cn 6 Q� •X •— _ v a--+ � C N L � U L C6 ?••�•{ iJ N aJ +-' ClA ca ClA L aJ 4-J 0 CID bD V _0 C� ' 0AAAAAAA Q� o oc J Q A A A m se 01 A A AGENDA MEMORANDUM Future Item for the City Council Meeting of June 10, 2014 Action Item for the City Council Meeting of June 17, 2014 0ONVOR 11 1852 DATE: June 10, 2014 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager christelamp_cctexas.com 361-826-3169 Mark Van Vleck, P.E., Executive Director of Utilities markvv@cctexas.com 361-826-1874 F_ Supply Agreement for Sodium Hypochlorite Solution CAPTION: Motion approving a supply agreement with Brenntag Southwest, Inc., Houston, Texas for approximately 2,514,511 gallons of sodium hypochlorite solution in accordance with Bid Invitation No. BI-0151-14 based on lowest responsible bid for an estimated twelve month expenditure of $1,271,849.61 of which $423,949.87 is required for FY 2013-2014. The term of the supply agreement will be for twelve months with an option to extend for up to two additional twelve-month periods subject to the approval of the supplier and the City Manager or designee. Funds are available in the Utilities Operations Budget in FY 2013-2014. PURPOSE: The Wastewater Department uses this chemical for disinfection of treated effluent at four Wastewater Treatment Plants. The Water Department will use this chemical at the Sand Dollar Pump Station to boost the disinfection properties of the potable drinking water. BACKGROUND AND FINDINGS: Not applicable. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and Texas State procurement laws. EMERGENCY/ NON-EMERGENCY: Non-Emergency. DEPARTMENTALCLEARANCES: Utilities Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Expenditures Fiscal Year: 2012-2013 (CIP only) Current Year Future Years TOTALS Line Item Budget $7,431 ,165.23 $847,899.74 $8,279,064.97 Encumbered / Expended Amount $4,058,807.85 $4,058,807.85 This item $423,949.87 $847,899.74 $1,271,849.61 BALANCE $2,948,407.51 $2,948,407.51 Fund(s): Utilities Department Comments: The $423,949.87 financial impact shown above represents four months of expenditures that will be encumbered through the end of this fiscal year. The remaining $847,899.74 will be requested during the normal FY 2014-2015 budget approval process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation. 0°0 O 0°0 O O (°O V O O O m L6 O LO O (O O 0 N_ V O co O O LO z O (6 LC) LC) 00 00 x 1— 1— V C4 EA C4 LO N Ef) EA N = EA EA L O O O O O () O O O O O LO LO LO LO 00 00 00 00 00 O Q O O O O C O D U O O co O O O co O) O OR O o o 11� O co O O LO O N O O I— 00 1— LO O M- I— O 1— 00 c7 C-) (0 00 O 00 C7 V � x 1— c7 O 00 N Ef) N co 00 H (A (A EA EA EA V N � L 00 00 00 00 O O 7 -O U LO LO LO LO (O O C O LO LO LO LO I� 7 L6 U Q O O O O z p EA EA EA EA O D U O LO O LO O r O 1— O 1— O cc ° o v m O v O o 1- J I— LO V 00 T 00 co O Oo ' CO n co v 00 1— N CO I,-I— N Z w r O O m Cl) x O O O O O O a) J O (6 - O O O O O co L6 O LO UT IT. m T- _ M O O O O Q O U N m (» (» (» (» —' O m D ~ m a Q m = Q Q Q Q Q Q 00 O 00 O LO LC) Q 00 O v O 1 N 00 O N O co O O O Lf) O CO (� 1— O 1— LO (O Lf) C C (6 C O_ O _ C C C (n Q 0 a) ++ Q Z n1 0 - m m a) ~ I Oo cc m E E � CO a 20Qw a) - � ~ a� o < GG c U c`^J G O L3 M m ~ O L 'O M O J L .� O) CO C- w 00 m (6 0 Q D J Cc (n 0 Q W T U) O 2 O O O � O -O 'O (D T Q N m N a) N � N N a)° co O z Q Q _Z) 1 N 1 z � a � 1 = p UcoU . IL Q J o °� ° c = O U U o o m D v 0 o U W Z O (y co IT LO (o U 0- m U AGENDA MEMORANDUM oaPOwRko Future Item for the City Council Meeting of June 10, 2014 2852 Action Item for the City Council Meeting of June 17, 2014 DATE: June 10, 2014 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager ch ristelamp_cctexas.com (361) 826-3169 Mark Van Vleck, P.E., Executive Director of Public Utilities markvv(a_cctexas.com (361) 826-1874 Service Agreement for Mary Rhodes Pipeline Easement Mowing CAPTION: Motion approving a service agreement with Diamond M Field Services, Schertz, Texas for Mary Rhodes Pipeline Easement Mowing in accordance with Bid Invitation No. BI-0115-14, based on only bid for an estimated annual expenditure of$125,600.00, of which $52,333.33 is required for the remainder of FY 2013-2014. The term of the contract will be for twelve (12) months with options to extend for up to four (4) additional twelve-month periods, subject to the approval of the Contractor and the City Manager or designee. Funds have been budgeted by the Utilities Department in FY 2013-2014. PURPOSE: This service agreement will provide for the mowing of the Mary Rhodes Pipeline easement. BACKGROUND AND FINDINGS: All options to extend the previous contract have been exercised. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY/ NON-EMERGENCY: Non-emergency. DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $75,000.00 $73,266.67 $148,266.67 Encumbered / Expended Amount $20,318.42 $0 $20,318.42 This item $52,333.33 $73,266.67 1 $125,600.00 BALANCE 1 $2,348.25 $0 $2,348.25 Fund(s): Water Fund Comments: The $52,333.33 financial impact shown above represents five (5) months of expenditures that will be encumbered through the end of this fiscal year. The remaining $73,266.67 for the last seven (7) months of the contract will be requested during the normal FY 2014-2015 budget approval process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreement CITY OF CORPUS CHRISTI BID TABULATION PURCHASING DIVISION BID INVITATION NO. BI-0115-14 BUYER: GERALD GOODWIN MARY RHODES PIPELINE EASEMENT MOWING Diamond M Field Services Schertz, Texas UNIT EXTENDED ITEM DESCRIPTION QTY. UNIT ICYCLES PRICE PRICE 1.0 Easement Mowing from North of Garcitas 400 Acre 2 $157.00 $125,600.00 Creek to West of IH-37 Station 5165+00. TOTAL: $125,600.00 Service Agreement No. THIS Mary Rhod esl Pipeline Easement owing Service Agreement (this "Agreement") is entered into by and between Diamond.M Field Services(the "Contractor")and the City of Corpus Christi, a Texas home-rule municipal corporation (the "City"), by and through its duly authorized City Manager or designee("City Manager'),effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed to provide Mary Rhodes Pipeline Easement Mowing in response to Bid Invitation No. BI-0115-14 (which includes Specification 1047, dated 1/10/14) which is incorporated and attached as Exhibit A; WHEREAS the City has determined Contractor to be the lowest responsible bidder; NOW,THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide Mary Rhodes Pipeline Easement Mowing in accordance with Bid Invitation No.BI-0115-14(which includes Specification 1047,dated 1/10/14). 2.Term. This Agreement is for one (1) year commencing on the date signed by the last signatory hereto and continuing for one (1) year thereafter. The term includes an option to extend for up to four (4) additional twelve-month periods subject to the approval of the Contractor and the City Manager or designee. 3. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for non-performance and authorizations for payment. All of the Contractor's notices or communications regarding this Agreement must be directed to the Contract Administrator, who is the Mary Rhodes Pipeline Supervisor. 4. Independent Contractor. Contractor will perform the services hereunder as an independent contractor and will fumish such services in its own manner and method, and under no circumstances or conditions may any agent, servant or employee of the Contractor be considered an employee of the City. 5. Insurance. Before activities can begin under this Agreement, the Contractor's insurance company(ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages and the performance bond to the Contract Administrator. Additionally, the Certificate must state that the Contract Administrator will be given at least thirty(30)days' notice, by certified mail, of cancellation,material change in the coverages or intent not to renew any of the policies. The City must be named as an Additional Insured. The City Attorney must be given copies of all insurance policies within 15 days of the City Manager's written request. 6.Assignment. No assignment of this Agreement or any right or interest therein by the Contractor is effective unless the City first gives its written consent to such assigninent. The performance of this Agreement by the Contractor is of the essence of this Agreement and the City's right to withhold consent to such assignment is within the sole discretion of the City on any ground whatsoever. 7. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City is subject to appropriations and budget approval providing for covering such contract item as an expenditure in said budget. The City does not represent that said budget item will be actually adopted as that determination is within the sole discretion of the City Council at the time of adoption of each budget. 8. Waiver. No waiver of any breach of any term or condition of this Agreement, or Bid Invitation No. BI-0115-14 (which includes Specification 1047, dated 1/10/14), or the Contractor's bid offer to Bid Invitation No. BI-0115-14 waives any subsequent breach of the same. 9. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws. All duties of the parties will be performed in the City of Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas and such form and venue for such disputes is the appropriate district, county or justice court in and for Nueces County, Texas. 10. Subcontractors. The Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 11. Amendments. This Agreement may be amended only by written Agreement duly authorized by the parties hereto and signed by the parties. 12. Termination. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in Bid Invitation No. BI-0115-14 (which includes Specification 1047, dated 1/10/14). Failure to keep all insurance policies and performance bonds in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, the City may terminate this Agreement upon twenty (20) days' written notice to the Contractor. However, the City may terminate this Agreement on twenty-four (24) hours' written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out herein. 13. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes according to Circular E Employer's Tax Guide, Publication 15, as it may be amended. Upon his request, the City Manager shall be provided proof of payment of these taxes within fifteen (15) days of such request. The Contractor may terminate this Agreement upon ninety(90) days' written notice to the City. 14. Drug Policy. The Contractor must adopt a Drug Free Workplace policy. 15. Violence Policy. e Contractor must adopt a Violence in the Workplace policy. Notice. Notice may be given by fax,hand delivery or certified ail,postage prepaid,and is received on the day faxed or hand-delivered on the third day after deposit in the U.S. mail if sent certified ail. Notice shall be sent as follows: IF TO CITY: City of o s Christi Attention: Water Contract Administrator P.O. o 9277 Corpus Christi,Texas 78469-9277 CONTRACTOR:IF TO Contractor Diamond M Field Services Contact _Meagan Cumberland Address: P.O.Box 1 City, State, Schertz TX 18154-0061 17. Month-to-Month Extension. If the City has not completed the procurement process and awarded a new Agreement upon expiration of the original contract period or any extension period, the Contractor shall continue to provide goods/services under this Agreement, at the most current price under the terms of this Agreement or extension, on a month-to-month basis, not to exceed six months. This Agreement automatically expires on the effective date of a new contract. 18. Severability. Each provision of the Agreement shall be considered to be severable and,if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law,such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. 19. INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS (" EMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTING NEGLIGENCE OF INDEMNITEES, BUT NOT BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR GROUP. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SUTLEMENT OR OTHER DISTOSITION, IDEITND ALL ACTIONS BASED TJ-JEM.',0N WMI COUNSEL REASONABLY SAT.U%FA(,T()RY 'r .0 INDENUMULS A14D PAY ALL CHARGES OP A"'ORKEVS AND ALL 0TRER COSI'S A"i EXPENSES OF ApqV KrND A'RISING FROM ANY OF SAID LIA01.11TY, DAMAGE, LOSS, CLAIMS, D' A'NDS (YR. AcrioNs. 'rFf..0 WDENINIVICATION OBLIGATIONS OF CONTRACTOR UNDER TRUS SECITON SHALL SURVIVE THE 'EXPMAHON ORSOONER, URMINA'.110N OFTWS AGREEMENT. RIGN'Fr)TMs day of 'Fe ry 2014 ContraGlor Diamoud M-ElgldS, yL ........... 'I We- (bey-ner CITY OF COMIS CI-IRIS'11("0111"') Michae) B rera Date Assistant Director of Financial Services Incorporated by Rcfmcince Exhibit A- Bid Invitatinn Wn BT 0115 14 [:H.xhibit B Bidder�s Bid z AGENDA MEMORANDUM OR RN, Future Item for the City Council Meeting of June 10, 2014 1852 Action Item for the City Council Meeting of June 24, 2014 DATE: May 12, 2014 TO: Ronald L. Olson, City Manager FROM: Michael Armstrong, Director of Municipal Information Services MichaelAr@cctexas.com 361-826-3735 Microsoft Licensing Renewal CAPTION: Motion authorizing the City Manager, or designee, to execute a contract with Software House International (DIR-SDD-2503) for$1,121,023.50. The purchase will be paid with three annual payments of$373,674.50 ($1,121,023.50 total). PURPOSE: Approval of this contract will provide a renewal of the City of Corpus Christi's licensing agreement with Microsoft's Office365 suite of applications which includes hosted e-mail and hosted office suite as primary applications. Enterprise Agreement and Subscription Agreement licensing are included in the renewal. BACKGROUND AND FINDINGS: The present agreement terminates in June 30, 2014. ALTERNATIVES: Discontinuance of e-mail permanently or while another provider is selected and a project begun to replace Office365. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: This procurement conforms to City purchasing policies and procedures and State statutes regulating procurement. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: None. FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget 373,674.50 747,349.00 1,121,023.50 Encumbered / Expended Amount 0 0 0 This item 373,674.50 747,349.00 1 1,121,023.50 BALANCE 01 01 0 Fund(s): Municipal Information Services Comments: Total cost of the three year agreement is $1,121,023.50. Funds have been budgeted for this expense in Fiscal Year 2013-2014 and are available in 5210-40420-530160, Rentals. Funds to cover the 2-month fiscal year extension are included in documentation forwarded to the City's Office of Management and Budget. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Software House International quote licensing, Microsoft Program Signature Form (2 copies), Microsoft Enterprise Enrollment Form for State and Local Government (2 copies), Microsoft Enterprise Enrollment Amendment (2 copies), Microsoft Enrollment Project Selection Form (2 copies), and Microsoft Document Revision Authorization Form (2 copies). Pricing Proposal Quotation Created 1 1 14 Valid Until: 6130/201 ...... CITY OF CORPUS CHRISTI Account Executive Jesse Carmona Jon Sonnen 1201 LEOPARD ST Austin,TX CrrY HALL BASEMENT Phone:512-574-4207 CORPUS CHI 1 Pax 512-814-4891 United States End jon_sonnen@5hi.com Phone: 5 Fax: ( )8264356 Ernst jessecar@cctexas.com II Prices are in of r( ) Product Your Price Total 1 WrnSvrCAL ALNG SA MVL UsrCAL 5„20 $15,600.00 Microsoft-Pa 1 M0052 2 CISDataCtr ALNG SA MVL 2Proc 4 $0.00 $0.00 Microsoft-P 0 3 CIS a c 4 $3,06100 $12,252.00 Microsoft-Par*. 4 SOLSvrEntCom ALNG SA MVL 21-ic Co Lic $2,219.20 $35,507.20 Microsoft-Part#:7JO-00343 5 WinSvrDateCtr ALNG LlcSAPk MVL 2Proc. $2,318.70 $4,637.40 Microsoft-PartP.P71-07280 WinSvrDetmCtr ALNG SA MVL 2Pmc 4 $1,577.98 $6,311.90 Microsoft.-PartIlk P71-07282 7 WinSvrSW ALNG LlcSAPk MVL 2Pmc 1 $404,00 Microsoft-Part*P73-05597 A ALNG SubsVL MVL ParDvc 1017 $66,00 . Microsoft- 001 WinCSL ALNG SubsVL vc 1010 $49.20 $4,920.00 Microsoft- a 1 10 Ofr365PE3 ShrdSvr ALNG SubsVL MVL PerUsr Sao $178.80 $89,400.00 Microsoft- a 005 11 ExchgOninKsk ShrdSvr ALNG SubsVL sr 1 $18.00 $18.00 Microsoft- 0 1 12 ExchgOninPlan2ShrdSvrALNGSubsVLMVLPerUar 2500 $79.20 $198,000.00 Microsoft-Part*TQA-0000l .............. 13 ExchOnInArch ExchSvr ShrdSvr ALNG Subs VL MVL PerUsr 1 $24.00 $24.00 Microsoft-Part#:TUA-00007 ........... Total $373,674.50 Additional Comments ................. .......... Microsoft DIR Contract Number Dl 250 ...........I ............................. ----------------- The Products offered under this proposal are subject to the SHI Return Policy posted unless the is an existing agreement between SHI and the Customer. Microsoft Volume Licensing Program Signature Form MBAIMBSA number Agreement number 01E73535 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here,or listed below as new. For the purposes of this form, 'Customer', can,mean 'the, signing" entity, Enrolled Affiliate, Govemment Partner, Institution, 'or' other ;paiit y e' eentering Into a 'volume Ilcensing program agr ment. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. WIN! MOM <Choose hoose Areemm ment > Document Number or Code ,Choos e A r eeent, Document Number or Code <Choose Agreement> Document Number or Code <Choose Agreement> Document Number or Code <Choose Akgreement> Document-Number or Code Enterprise Enrollment X20-10631 <Choose Enrollment/Regi;tration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enroll nient/Registration> Document Number or Code <Choose Enrollment/Registration> Document Numbe r or Code Product Selection Form 0185553.004 PSF Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code By signing below, Customer and the Microsoft Affiliate agree that both parties (1)have received, read and understand the above contract documents, including any websites; or documents incorporated by reference and any amendments and (2)agree to be bound by the to of all such documents. Progra rFofm(MSS ign)(NA,LetAm ,MLkENG)(Oct2Oi3) Page 1 of 3 Customer Name of Entity t be legal entity name)*City of Corpus Christi Signature* Printed First and Last Name* Printed Title Signature Date* Tax ID 'indicates required field Microsoft Licensing, GP Signature Printed First and Last Name HIFIRIKArlILAMMIA Printed Title Microsoft Licensing, GP Signature Date MAY 0 8 2014 (date Microsoft Affiliate countersigns) Je8' ig 11t H Agreement Effective Date u Y Authorized an behalf of 9 Microsoft Licensing, GP (may be different than Microsoft's signature date) Optional 2"d Customer signature or Outsourcer signature(if applicable) Customer Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* *indicates required field Outsourcer Name of Entity(must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* 'indicates required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments„ include the appropriate form(s)with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following ProgramSignForm(MSSIgn)(NA,LatAm)ExBRA,MLI(ENG)(Oct2413) Page 2 of 3 address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation COPT Microsoft Licensing, GP Dept. 551, Volume Licensing 6 100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA fir ogramSignForm(mssjgn)(NA,LatAm)ExBRA,MLI(ENG)(OG12013) Page 3 of 3 miao'soft 'Vol"me Licensing Microsoft Enterprise Enrollment Amendment Enroament number Amendment 10 CTX- 000-kfuqua-S-739 Microsoft t o complete ID Number Microsoft to complete This amendment is entered into between the Customer and Microsoft Affiliate signing, as of the effective date identified below, All terms used but not defined wiI4 have the same meanings as in the Microsoft Enterprise Enrollment identified above ("the Enrollment'), The following terms and conditions amend the terms and conditions of the Enrollment identified above,, but only with respect to the Customer identified below and only for purposes of this Enrollment. 1. The parties acknowledge that the prices provided by Customer's Reseller take into account the purchases of Software Assurance and/or License& Software Assurance Packs, shown in the following table(collectively, the'Credited SA Purchases")which such Credited SA Purchases were made pursuant to one or more other agreements and which will expire as of the dates shown on the table: Product Description Quanti!y PCN Number/SA Expiration CISDataCtr SNGL LicSAPk 4 PCN#890381 EO, expires MVL 2Proc. 8/31/2016 Because the reference prices herein for your initial order for enterprise products and/or additional products take such Credited SA Purchases into account, Customer agrees that no further refund or credit shall be due pursuant to such Credited SA Purchases, and that Customer shall pay all remaining installment payments(if any)for such Credited SA Purchases pursuant to the agreement(s) under which they were ordered. Customer agrees that it will not transfer the Credited SA Purchases (or the underlying licenses associated with such Credited SA Purchases)to any party during the term of this enrollment. 2. The parties acknowledge that the prices provided by Customer's Reseller for Software Assurance ordered hereunder take into account the purchases of Licenses shown in the following table, which such Licenses were purchased without Software Assurance pursuant to one or more other agreements on or about the date shown in the table(collectively, the"License-Only Purchases"): Produc!Description Quantity PCN Number SQLSvrEntCore 2014 SNGL 16 PCN#890381 EO MVL 2Lic CoreLic WinSvrDataCtr 2012R2 4 PCN#890381 EO SNGL MVL 2Proc Customer acknowledges and agrees that, in addition to the normal amount that would otherwise apply to a Software Assurance renewal, the Software Assurance prices provided by Customer's Reseller applicable to the License-Only Purchases include an additional amount covering the period between the date of the License-Only Purchases and the effective date of this enrollment. Customer agrees that no further refund or credit shall be due pursuant to such License-Only Purchases, and that you shall pay all remaining amounts (if any) for such License-Only Purchases pursuant to the agreement(s) under which they were ordered. Customer agrees that it will not transfer the License-Only Purchases, which serve as EAEnr(5tandalone)(NA)(ENG)(Oct2OO8) SA Migration ELI) CTX Page 1 of 2 underlying licenses with respect to the Software Assurance ordered hereunder. to any party during the term of this enrollment. Due to the Credit SA and additional amounts for License-Only Purchases outlined above, we will invoice Customer's Reseller in three(3) unequal installments. Except for changes made by this amendment, all temps of this Enrollment remain unchanged., By signing below, the parties agree to be bound by the terms of this amendment„ Customer Contracting Microsoft Atfifia te Name of Entity' Licensing,City of Corpus Christi Microsoft• Signature' Sig iature Microsoft Licensing, GP Printed Name" PriF ted Name MAY 0 8 2014 Printed Title Pril ited Title 3 esSlca Voice Duly Authorized on behalf of 'wit Wc9RslRffrGPL__ Signature Date' Sig (date mcrosoft amate countersigns) Effective Date indicates required field (may be different than our signature date) Please sign this amendment and send to Customer's Reseller or Software Advisor. Customer's Reseller or Software Advisor must submit to the following address„When the amendment is fully signed, Customer will receive a confirming copy. Microsoft Licensing, GP Dept. 551,Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA Prepared By: Kim Fuqua, LE EAEnr(Standalone)(NA)(ENG)(Dct2o09) SA Milgir�art'icin f X Page 2 of 2 uuuuuK icr s Volume Licensing � Enterprise Enrollment State and Local Enterprise Enrolment number (Microsoft to ca"Pielb) Proposal IDIFramevnrk ID Previous Enrollment number 88761 Earliest epiring preaors 06130/14 (ResalW(o mrtpleb) Enrolment end date This E>l�rolltment tmtust be attached to a signature-form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of:(1)these terms and conditions, (2)the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) any supplemental contact information form or Previous Agreement/Enrollment form that may be required, (5) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. All terms used but not defined are located at htt :l .micsoft.co icensinolcontracts. In the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or'Subscripopri Licenses from one or more previous Enrollments or agreements,then the effective date will be the day after the first prior Enrollment or agreement expires or terminates.Otherwise,the effective;date will be the date this Enrollment is accepted by Microsoft. Any reference to"anniversary date"refers to the anniversary of the effective date each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective dateof the initial term. If the Enrollment is renewed, the renewal term will expire 36 full calendar months after the effective'date of the renewal term. Any reference in this Enrollment to"day"will be a calendar day. Product order.The Reseller will provide Enrolled Affiliate with Enrolled Affiliate's Product pricing and order. Prices and billing terms for all Products ordered will be determined by agreement between Enrolled Affiliate and the Reseller.The Reseller will provide Microsoft with the order separately from this Enrollment. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: "Additional Product"means any Product identified as such in the Product List and chosen by Enrolled Affiliate under this Enrollment. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product List and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services,except as noted. "Enterprise Product"means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product List and chosen by Enrolled Affiliate under this Enrollment. Enterprise 2913En v(US)SLG(E G ct d13) Page f of 9 Document 20-10631 Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi-function server, or a commercially viable substitute for one of these systems; and (2)only employs an industry or task-specific software program(e.g. a computer-aided design program used by an architect or a point of sale program) ("Industry Program"). The device may include features and functions derived from Microsoft software or third-party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality„ and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality, "L&SA" means a License with Software Assurance for any Product ordered. "Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Professional locally(in a physical or virtual operating system environment). OR (2) a device used to access a virtual desktop infrastructure ("VDI"),. Qualified Devices do not includeany device that is (1) designated as a server and not used as a personal computer, OR (2) an Industry Device, OR (3) not managed (as defined in the Product List at the start of the applicable initial or renewal term of the Enrollment) as part of Enrolled Affiliate's Enterprise. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected,. "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions,in the Product List. "Reserved License" means for an Online Service identified as eligible for true-ups in the Product List, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation,. "Transition" means the conversion of one or more License to or from another License(s). Products eligible for Transition and permitted Transitions are identified in the Product List. "Transition Period" means the time between the Transition and the next Enrollment anniversary date for which the Transition is reported. 2. Order requirements. a. Minimum Order requirements. Enrolled Affiliate"s Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include•at.least 250 Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise Commitment. If ordering any Enterprise Products, Enrolled Affiliate's order must include coverage for all Qualified Users or Qualified Devices, depending on the License Type, of one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services. (11) Enterprise Online Services. If ordering Enterprise Online Services MI , then Enrolled Affiliate must maintain at least 250 Subscription Licenses. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products and Services.. c. Product Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the EA2013EnrGov(uS)sLG(ENG)(Oct2o13) Page 2 of 9 Document X20-10631 applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term, d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. Adding Products. (1) Adding new Products not previously ordered. Enrolled Affiliate may add new Enterprise Products by entering into a new Enrollment or as part of a renewal. New Enterprise Online Services may be added by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prier to use, (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products must be included to the next true-up order. Enrolled Affiliate must purchase Services and Licenses for Online Services prior to use, unless the Online Services are (1) identified as eligible for true-up in the Product List or (2) included as part of other Licenses(e.g., Enterprise CAL). f. True-up requirements. (i) True-up order. Enrolled Affiliate must submit an annual true-up order that accounts for changes since the initial order or last true-up order, including: (1) any increase in Licenses, including any increase in Qualified Devices or Qualified Users and Reserved Licenses; (2)Transitions(if permitted); or(3) Subscription License quantity reductions (if permitted). Microsoft, at its discretion, may validate the customer true- up data submitted through a formal product deployment assessment using an approved Microsoft partner. (ii) Enterprise Products. Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user-based Licenses) at the time the true-up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (iii) Additional Products. For Products that have been previously ordered, Enrolled Affiliate must determine the Additional Products used and order the License difference(if any). (iv) Online Services. For Online Services identified as eligible for true-up orders in the Product List, Enrolled Affiliate may first reserve the additional Licenses prior to use- Microsoft will provide a report of Reserved Licenses in excess of existing orders to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively for the prior year based upon the month in which they were reserved. (v) Transitions. Enrolled Affiliate must report all Transitions. Transitions may result in an increase in Licenses to be included on the true-up order and a reduction of Licenses for prior orders. Reductions in Licenses will be effective at end of the Transition Period. Associated invoices will also reflect this change. For Licenses paid upfront, Microsoft will issue a credit for the remaining months of Software Assurance or Subscription Licenses thatwere reduced as part of the Transition. (vi) True-up due date. The true-up order must be received by Microsoft between 60 and 30 days prior to the Enrollment anniversary date. The third-year anniversary true-up order is due within 30 days prior to the Expiration Date. Enrolled Affiliate may true-up more often than at each Enrollment anniversary date except for Subscription License reductions. (vii)Late true-up order. If the true-up order is not received when due: 1) Microsoft will invoice Reseller for all Reserved Licenses not previously ordered. 2) Transitions and Subscription License reductions cannot be reported until the following Enrollment anniversary date(or at Enrollment renewal, as applicable). EA2013EnrGov(US)SLG(ENG)(OCt2013) Page 3 of 9 Document X20-10631 (viii)Subscription License reductions. Enrolled Affiliate may reduce the .quantity of Subscription Licenses on a prospective basis if permitted in the Product List as follows: 1) For Subscription Licenses part of an Enterprise-wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices identified on the Product Selection Form. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services not a part of an Enterprise-wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true- up order Enrollment anniversary date and effective as of such date. (ix) Update statement. An update statement must be submitted instead of a true-up order if, as of the initial order or last true-up order, Enrolled Affiliate's Enterprise has not: (1) changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. The update statement must be received by Microsoft between 60 and 30 days prior to the Enrollment anniversary date. The last update statement is due within 30 days prior to the Expiration Date. g. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process. (li) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled"Adding new Products not previously ordered," then for additional step-up Licenses, by following the true-up order process. (iii) If Enrolled Affiliate has previously ordered an Online Service as an Additional Product and wants to step-up to an Enterprise Online Service eligible for a Transition, the step-up may be reported as a Transition. (iv) If Enrolled Affiliate Transitions a License, it may be able to further step-up the Transitioned License, If Enrolled Affiliate chooses to step-up and the step-up License is separately eligible to be Transitioned, such step-up Licenses may result in a License reduction at the Enrollment anniversary date following the step-up. h. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. 3. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment. Price Level's will be captured in the Product Selection Form. b. Setting Prices. Enrolled Affiliate's prices for each Product will be established by its Reseller. As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers for each Product or Service will be fixed throughout the applicable initial or renewal Enrollment term. However, if Enrolled Affiliate qualifies for a different price level, Microsoft will establish a new price level for future new orders either EA2013EnrGov(US)SLG(ENG)(Oct2013) Page 4 of 9 Document X20.10631 upon Enrolled Affiliate's request or on its own initiative. Any changes will be based upon price level rules in the Product Selection Form. 4. Payment terms. For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If spread payments are elected, unless indicated otherwise, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and on each Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. Transitions. a. Transition requirements. (i) Licenses with active Software Assurance or Subscription Licenses may be Transitioned at any time if permitted in the Product List. Enrolled Affiliate may not, however, reduce the quantity of Licenses or associated Software Assurance prior to the end of the Transition Period. (ii) Enrolled Affiliate must order the Licenses to which it is transitioning for the year(s) following the Transition Period. (iii) If a Transition is made back to a License that had active Software Assurance as of the date of Transition, then Software Assurance must be re-ordered for all such Licenses on a prospective basis following the Transition Period. Software Assurance coverage may not exceed the quantity of perpetual Licenses for which Software Assurance was current at the time of any prior Transition. Software Assurance may not be applied to Licenses transferred by Enrolled Affiliate. (iv) If a device-based License is Transitioned to a user-based License, all users of the device must be licensed as part of the Transition,. (v) If a user-based License its Transitioned to a device-based License, all devices accessed by the user must be licensed as part of the Transition. b. Effect of Transition on Licenses. (i) Transition will not affect Enrolled Affiliate"s rights in perpetual Licenses paid in full. (ii) New version rights will be granted for perpetual! Licenses covered by Software Assurance up to the end of the Transition Period (iii) For USA not paid in full at the end of the Transition Period, Enrolled Affiliate will have perpetual Licenses for a proportional; amount equal to the amounts paid for the Transitioned Product as of the end of the Transition Period. (Iv) For L&SA not paid in full or granted a perpetual License in accordance with the above or Subscription Licenses, all rights to Transitioned Licenses cease at the end of the Transition Period, 6. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. b. Renewal Option. At the Expiration Date of the Initial term, Enrolled Affiliate can renew Products by renewing the Enrollment for one additional 36 full calendar month term or signing a new Enrollment, Microsoft must receive a Product Selection Form and renewal order prior to or at the Expiration Date. The renewal term will start on the day following the Expiration Date.. Microsoft will not unreasonably reject any renewal. Microsoft may EA2013EnrGov(US) LG(EN )( 013) Page 5 of 9 Document 0-10031 make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring L&SA.. (il) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product List, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment: An extended term feature that allows Online Services to continue month-to-month ("Extended Term") is available. During the Extended Terra, Online Services will be invoiced monthly at the then-current published price for Enrolled Affiliate's price level as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate does want an Extended Term, Resellermust submit a request to Microsoft. Microsoft must receive the request not less than 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. If Enrolled Affiliate has opted for the Extended Term and later determines not to continue with the Extended Term„ Resellermust submit a notice of cancellation for each Online Service Cancellation will be effective at the end of the month following 30 days after Microsoft has received the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Tenn. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and wily terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. (iv) Customer Data. Upon expiration or termination of a License for Online Services„ Microsoft will keep Customer's Data in a limited function account for 90 days so that Customer may extract it. Enrolled Affiliate will reimburse Microsoft if there are any associated costs. After 90 days Microsoft will disable Enrolled Affiliate's account and will delete its Customer Data, Enrolled Affiliate agrees that, other than as described above, Microsoft has no obligation to continue to hold, export or return Enrolled Affiliate's Customer Data and that Microsoft has no liability whatsoever for deletion of Enrolled Affiliate's Customer Data pursuant to these terms. d. Termination for cause.Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. e. Early termination. Any Early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement For Subscription Licenses, in the event of a breach by MicrosoR, Microsoft will issue Reseller a credit for any amount paid in advance that would apply after the date of termination E 2013EnrGov(US)SL (EN )( ct 013) Page 6 of Document x20-10631 Enrollment Details 1. Enrolled Affiliate's Enterprise. a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments,: or other partial entities. Enrolled Affiliate's organization includes . Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked„ Microsoft will deem the Enterprise to include the largest number of Affiliates: ® Enrolled Affiliate only ❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise): ❑ Enrolled Affiliate and all Affiliates,with following Affiliate(s)excluded: b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Check only one box in this section: ❑ Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment ® Enrolled Affiliate's Enterprise will not include all new Affiliates acquired after the start of this Enrollment If no selection is made, or if both boxes are checked, Microsoft will deem the Enterprise to include all future Affiliates 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s)changes. The asterisks(*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Nlicrosoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.microsoft.com/licensing/servicecenter,. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity(must be legal entity name)* City of Corpus Christi Contact name* First Last Contact email address* Street address* EA2013EnrGov( S)SLG(ENG)(Oct2013) Page 7 of Document X20.10631 City" StatelProvince* Postal code* - (For U.S. addresses, please provide the zip+4, e.g. xxxxx-xxxx) Country* Phone` Tax ID *indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized for applicable Online Services to add or reassign Licenses, step-up, and initiate Transitions prior to a true-up order. ® Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Last Contact email address* Street address* City" StatelProvince* Postal code* - (For U.S. addresses, please provide the zip+4, e,g.. xxxxx-xxxx) Country* Phone* Language preference. Choose the language for notices, English ❑ This contact is a third party(not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. *indicates required fields c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses, step-up, and initiate Transitions prior to a true-up order. ® Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name*: First Last Contact email address* Phone* ❑ This contact is from a third party organization (not the entity). Warning This contact receives personally identifiable information of the entity. *indicates required fields d. Reseller Information. Reseller contact for this Enrollment is: Reseller company name* SHI International Corp Street address(PO boxes will not be accepted)*290 Davidson Ave City* Somerset State/Province* NJ Postal code*08873 Country* USA Contact name*Dania Hunt Phone* 888 764 8888 Contact email address*msteam @shi.com *indicates required fields E 013EnrGev(Ue) LG(EN )( ctlU13) Page 9 of 9 Document 0-10631 By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Printed name Dania Hunt Printed title* Licensing Specialist Date* indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information fbn-n. Otherwise, the notices contact and Online Administrator remains the default. (i) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager(CS ) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? No If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft Licensing, P. EA2013EnrGov(US)SLG(ENG)(Oct2013) Page 9 of 9 Document X20-10631 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Proposal ID Enrollment Number 0165553.004 Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the Initial order: Qualified Quallfied Device I Profile Devices Users User Enterprise Product Platform CAL Licensing Model Ratio Enterprise 3 000 3,000 1.0 Components Only User Licenses Products Enterprise Quantity Office 365 Plans Office 365(Plan E3) 500 CAL Components Windows Server CAL 3,000 Windows Desktop Windows VDA 100 Windows CSL 100 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Client Access Client Access Windows Desktop Rus+OKce License+Office 365 License+Windows Upgrade+Windows Professiortw Pius for (Plans E1-E4) Intune VDA+Windows Office 365+Office Companion 365 tPlans E2—E4i Subscription License Quantity 500 3500 3000 200 Enrolled Affiliate's Price Level: Product Offering 1 Pool Price Level Enterprise Products and Enterprise Online Services:Un ess otherwise indicated in associated contract documents..Price level set using the highest quantity from Groups 1 through 4 D Additional Product Application Pool:Unless otherwise indicated in associated contract documents Price level set using quantity from Group 1, D Additional Product Server Pool:Unless otherwise indicated An associated contract documents,Price level set using the highest quantity from Group 2 or 3 D Additional Product Systems Pool:Un=ess otherwise indicated in associated contract documents,Price level set using quantity from Group 4 D NOTES Enterprise Enrollment Product Selection For Microsoft I Volume Licensing Unless othervAse indicated in the associated contract documents,the price level for each Product offering I pool is set as described above based upon the quantity to price level mapping below Quantity of Licenses and So are Assurance Price Level 2,399 and below A 2 400 to 5,999 B 6,,000 to 14,999 C 15,,000 and above D Note 1:Enterprise Online Services may not be available in all locations Please see the Product List for a list of locations where these may be purchased Note 2:Unless otherwise indicated In associated Agreement documents the CAL selection must be the same across the Enterprise for each Profile Note 3.Windows Companion SubscnpVon License is subject to specific purchase requirements for Windows OS Upgrade or Windows VDA as further described in the Product LM and Product Use Rights. Note 4.If Enrolled Affiliate does not order an Enterprise Product or Enterprise Onl ne Service associated with an applicable Product pooi,,the price level for Additional Products in the same pool will be price level'A'throughout the term of the Enrollment.Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveing w� Document Revision Authorization By signing below, you agree to allow the 5H1 Microsoft Contracts audit team to make necessary changes and minor revisions to your Microsoft Enrollment including, but not limited to: • Correcting typographical errors • Adding/changing enrollment numbers • Adding/changing amendment numbers Additionally, you acknowledge and consent t • You ill be notified of y change the 1 Microsoft Contracts team makes while submitting your Enrollment icr . alteration the I Microsoft Contracts team will alter your terms and/or rici fry your Enrollment. Customer Name City of Corpus Christi Customer Representative r r Customer Printed Title Date I i AGENDA MEMORANDUM , Future Item for the City Council Meeting of June 10, 2014 Action Item for the City Council Meeting of June 24, 2014 DATE: May 28, 2014 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P.E., ACM for Public Works and Utilities FROM: William J. Green, P.E., Interim Director, Environmental &Strategic Initiatives (billg @cctexas.com) (361)826-3598 Resolution regarding the City of Corpus Christi WaterManagement Plan 2015-2050 CAPTION: Resolution of the City of Corpus Christi, Texas regarding the City's Water Management Plan 2015-2050 PURPOSE: To secure by resolution, City Council policy and direction to city staff on the City of Corpus Christi Water Management Plan 2015-2050. BACKGROUNDAND FINDINGS: Staff presented the Water Management Plan 2015-2050 to the City Council on May 20, 2014. This presentation was a brief outline of the elements which reflects city staff understanding of the path forward in water supply strategic policy. For over one hundred years, the City of Corpus Christi has been the water supplier for the coastal bay region extending from the City of Rockport south to the City of Kingsville. During this period, the region has grown into a very distinct and diverse customer class to include industrial, commercial, residential,wholesale and WCI districts with separate governing boards, general managers and a variation of contract terms. As such, the region is at a defining moment in its ability to improve the reliability of water supply. Currently the system is solely dependent on surface water. Based on the Corpus Christi Water Supply model, the safe yield of the system is approximately 205,000 ac-ft. Adding the Garwood water to the system increases the safe yield to approximately 240,000 ac-ft. This leaves 75,000 ac-ft in the reservoir or six months of water. Currently the annual average demand is approximately 125,000 ac-ft, and the difference between safe yield and demand is the theoretical surplus. The City of Corpus Christi Water Management Plan 2015-2050 will integrate water management strategies of surface, reuse, conservation, aquifer storage and recovery, and industrial /municipal desalination waterto sustain the economic prosperity of the Coastal Bend Region. Planning is underway to commit to the construction of industrial desalination facility in 2016. The conceptual plan compliments the Coastal Bend Regional Water Planning Group N for specific water management strategies. It identified least expensive water management strategies such as conservation as well as more expensive supplies such as water reuse and brackish or saltwater desalination. It has been determined that groundwater supplies are currently untenable, given the regulatory constraints at the state and conservation districts level. Strategic elements of the Water Management Plan 2015-2050 include: A. Implementing conservation program focusing on best management practices for reduction of demand; B. Targeting the development of drought-resistant water reuse supplies; C. Developing local and regional industry desalination water supplies; D. Working towards improved environmental flows regime; and E. Adding new water every 5 to 10 years in a minimum of 20,000 acre-foot increments (with the exception of desalination supply). Ongoing and future tasks to develop these supplies include: A. Implementation of water conservation strategic initiatives program to extend supply and reduce demand; B. Amending the Unified Development Code for residential landscaping using drought tolerant criteria; C. Implementing distribution system line loss and leak detection program; D. Evaluation of a wastewater treatment plant consolidation plan to produce 15,900 acre-foot supply for industrial reuse within 5 years; E. Completion of the Water Supply Strategic Plan; F. Plan for the commencement of an industrial desalination facility construction in early 2016; G. Completion of Phase 11 and III of the Variable Salinity Desalination Pilot Project; and, H. Conducting financial analysis and planning to lessen utility rate spikes. While there are several initiatives ongoing, the pinnacle of the program is completion of the Water Supply Strategic plan to be completed by an outside firm. Once the plan is completed and adopted by City Council, city staff will implement in a deliberate and phased manner to insure a reliable, diverse and sustainable water supply for the Coastal Bend Region. ALTERNATIVES: 1. Approve the resolution as proposed which provides policy direction for the City of Corpus Christi Water Management Plan 2015-2050. 2. Modify the resolution as necessary. 3. Not approve the resolution(NOT RECOMMENDED). OTHER CONSIDERATIONS: Notapplicable CONFORMITY TO CITY POLICY: This resolution conforms to the Coastal Bend Regional Planning Group N recommended strategies. DEPARTMENTAL CLEARANCES: Environmental&Strategic Initiatives Department FINANCIALIMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: Expenditures 2013-2014 (CIPonly) Current Year Future Years TOTALS Line Item Budget Encumbered/ Ex endedAmount This item BALANCE Comments: Future Water Supply Reserve Fund expenditures are anticipated to support respective water source strategy elements. Amendments to water supply utility rate and Water Supply CIP anticipated in future out-year implementation. RECOMMENDATION: Approval of the Resolution as proposed. LIST OF SUPPORTING DOCUMENTS: Resolution Supply & Demand Chart RESOLUTION Resolution of the City of Corpus Christi, Texas regarding the City's Water Management Plan 2015-2050 Whereas, for many years, the City of Corpus Christi has been the water supplier for the coastal bay region extending from the City of Rockport south to the City of Kingsville; Whereas, the region has grown over the years into a very distinct and diverse customer class to include industrial, commercial, residential, wholesale and water supply districts with separate governing boards, general managers, and a variety of contract terms; Whereas, based on the Corpus Christi water supply model, the safe yield of the system is approximately 205,000 ac-ft, increasing to approximately 240,000 ac-ft with the addition of the Garwood water; Whereas, the current annual average demand is approximately 125,000 ac-ft, and the difference between safe yield and demand is the theoretical surplus of approximately 75,000 ac-ft in the reservoir or six months of water; Whereas,the City Council received a presentation on May 20, 2014 on the Coastal Bend Water Management Plan 2015-2050; Whereas,the City will explore and plan for opportunities which allow for the construction of an industrial desalination facility in early 2016; NOW, THEREFORE, BE IT RESOLVED, by the City Council for Corpus Christi Texas, to establish the following directives regarding the City of Corpus Christi Water Management Plan 2015-2050: Section 1. That the City of Corpus Christi Water Management Plan 2015-2050 will integrate water management strategies of surface, reuse, conservation, aquifer storage, and desalination to sustain the economic prosperity of the Coastal Bend Region. Section 2. That the Water Management Plan 2015-2050 will include the following strategic elements: A. Implementing conservation program focusing on best management practices for reduction of demand; B. Targeting the development of drought-resistant water reuse supplies; C. Developing local and regional industry desalination water supplies; D. Working towards improved environmental flows regime; and E. Adding new water every 5 to 10 years in a minimum of 20,000 acre-foot increments (with the exception of desalination supply). Section 3. That the Water Management Plan 2015-2050 will include the following future elements: A. Implementation of water conservation strategic initiatives program to extend supply and reduce demand; B. Amending the Unified Development Code for residential landscaping using drought tolerant criteria; Pagel of 2 C. Implementing distribution system line loss and leak detection program; D. Evaluation of a wastewater treatment consolidation plan to produce 15,900 acre-foot supply for industrial reuse with 5 years; E. Completion of the Water Supply Strategic Plan; F. Plan for the commencement of an industrial desalination facility construction in early 2016 G. Completion of Phase II and III of the Variable Salinity Desalination Pilot Project; and, H. Conducting financial analysis and planning to lessen utility rate spikes. Section 4. That the Water Supply Strategic Plan will be developed and presented to City Council for review and adoption. Upon adoption of the plan, staff will implement the Water Supply Strategic Plan in a deliberate and phased manner to insure a reliable, diverse and sustainable water supply for the Coastal Bend region. PASSED AND ADOPTED this day of , 2014. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Nelda Martinez City Secretary Mayor Corpus Christi, Texas Corpus Christi, Texas The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Ricjas Mark Scott Page 2 of 2 - c L � � .o a� D +! Q L _Q 4+ r� L L : � U - _U * (6 0 7 7 E U L N N L cn Ln ����%GG����aGG� r jf' o m Wfillill 11MMIUMMI)i oil iiiiiiiiiiiii i n � � .,>rrrrt�rrrrr�rrrrrrtrr�rrrrrrrrrrrrrrrrrrrrrrrrrrrr�rrtlrrrlrrtlrrrlrrtlrrrlrrtlrrrlrrtlrrrlrrtlrrrlrrflra�f/% �� N c� uiaiiir»iiuuii+i+riririr+riririr,+rmrrrrrrrrrrJlru»lu»lll>u»>u,»u a ou»i u s Lr) CL •� � `�' illfiJ{//%19�f�1�%I�p�l/l/l/llll/%�U%/%(1 11J1J1»11J1JI»���1 �U�tl I� N � GJ � VfNIH 111 Jl»11�NUJ�UnU /UO�I/ON 1 ti ti H 3 Q N VIP L O VN o»oou»»1»»>iiiiiiiaiair ,y� qv )))))y ?? ...... .�p.......... .......��..........�p...........�p.......................................................gyp............... � O O O O O O O O oN Ln O Ln O Ln O Ln m m N N r-I r-I (Iaaj-aa:)y 000'T)awnlon c N 00 (f) °O M O O O �T O O a1 a1 N N N N M 7t 7t M O O � � N M O O N M \p N OV ^ O O O O O \p O O "D 00 Ap OV Ap O °O O AO O O O Az � N O (n O N l� kf� zt zt �o �o 5 =O C v N O C 7t O O 00 (f) 00 � 7t ^ O O O O O N M O O \p N l� l� N O O kf� O O O O O 01 W ' M 00 �--� 00 7t 0V 1 M °O 00 O O O 00 N = GO -- W) Ap O N a) C O O N M M N N 01 r � M cd � N � O'•' �_ N O O O\ N M N ^ kf� O O O O O tn O l� O O O') O l� I'D O �z O O O O O M zs 'n O 01 7t O O O N ° N �n �n � O � M 0 �--I � M N N � 00 •� � -� Ir' � N � � —� 0 0 O I'D ^ a, 0 0 0 0 0 -� O O O M O O O O O \p O \p 00 � 01 O •� N N CA CA O P- O zs O O O � - N � N M O O O ' O "�� O �. \O DD O = N �A zt vO O• N cd 00 M N 01 N O 0� (n 7t O O �. � O a\ O N •L��f� �n 00 N 0� l— M �o M p O �O O � WJ n. 00 00 S. cd 00 N C�j � O C�j � N H C�j Qn C�j CA ° � +C� CA N v U U 141 "� U O bq CJ U p C�j CA CA C�j U O zs H � a O = U CA U CIJ U U ti o CA CA CA C�j cd U O O v v N `d 4 N Cj 41 C41 C4. ti r N O U r�� U 5 cd 61 R 0 5 C O w U U w v) U U U w U [�+ 0 v) Q [� P� N 2 M G� 0 kloopgR 0 xs AGENDA MEMORANDUM Future Agenda for the City Council Meeting of June 10, 2014 Action Item for the City Council Meeting of June 17, 2014 DATE: June 10, 2014 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361)826-3227 Funding for Mary Rhodes Pipeline, Phase 2 CAPTION: A. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2014A and Series 201413" in an aggregate amount not to exceed $155,000,000. B. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2014A", in an amount, when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $155,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. C. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 201413", when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $155,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. PURPOSE: This agenda item authorizes the issuance of up to $155,000,000 of City of Corpus Christi Utility System Revenue Bonds to fund the construction of Mary Rhodes Pipeline, Phase 2. BACKGROUND AND FINDINGS: Part A: Issuance of bonds requires utilization of a financing team which is made up of three parts: the financial advisor, bond counsel, and the underwriting syndicate. Part A of this agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for this transaction. See Exhibit A for the Financial Advisor's fee schedule. Fulbright & Jaworski L.L.P. is currently under contract with the City to serve as the City's bond counsel and will serve as the second part of our financing team. The third part of the financing team is the underwriters, and selection of the syndicate of underwriters from the City's pool of approved underwriters is being recommended for delegation to the Mayor, City Manager, Assistant City Manager for General Government and Operations Support, and Director of Financial Services in Part B of this agenda item. Parts B and C: On November 12, 2013, the City Council approved an ordinance expressing the City's intent to reimburse itself for costs incurred prior to the receipt of the bond proceeds. This agenda item will authorize the issuance of the bonds to reimburse the City for any costs already incurred and to fund the balance of the project. The budget for Mary Rhodes Pipeline, Phase 2 is approximately $161 million. In 2010, the City secured a loan with the Texas Water Development Board in the amount of $8 million for design work on the project. Project construction began in April 2014, and the remaining balance is needed to pay for the project. Estimated completion for the project is summer of 2015. Funding is being recommended through the issuance of City of Corpus Christi Utility System Junior Lien Revenue Improvement Bonds. In an effort to provide the City with the most flexibility, authorization is being requested for the issuance of both fixed rate bonds (Part B) and variable rate bonds (Part C). Consideration is being given to issuing variable rate bonds for about one-third of the issuance for a short-term period of 3 years. Interest rates on short-term variable rate debt are substantially lower than on fixed rate, which will provide the City rate pressure relief. Additionally, issuance of variable rate debt will afford the City time to determine whether or not to lease some of the water flowing through the pipeline to industrial customers. If that were to occur, then the variable rate bonds would be refunded into long-term fixed rate taxable bonds to accommodate "private use" restrictions applicable to tax-exempt debt that could result from any such leases. This would occur at the end of the aforementioned 3-year initial interest rate period. A 30-year amortization period is being recommended for these bonds. Because of the fluctuating conditions in the municipal bond market, our financial advisor has recommended that the City Council delegate to the Mayor, City Manager, Assistant City Manager for General Government and Operations Support, and the Director of Financial Services (i.e., "Authorized Representatives") 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 $155,000,000; and (2) 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 to the Authorized Representatives in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY/ NON-EMERGENCY: n/a DEPARTMENTALCLEARANCES: • Bond Counsel • Legal Department FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - - - - Encumbered/Expended amount of(date) - - -This item - $155,000,000 - $155,000,000 BALANCE - $155,000,000 - $155,000,000 FUND(S): CIP Fund(number to be determined after bond sale) COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the motion and ordinances as presented. LIST OF SUPPORTING DOCUMENTS: Exhibit A — Financial Advisor Fee Schedule Ordinance K" Jac. INVESTMENT BANKERS FINANCIAL ADVISORY FEE SCHEDULE GENERAL OBLIGATION BONDS And Not More than More than $ $ 250,000 $7,500 plus$20.00 per$1,000 for all over$150,000 250,000 350,000 $9,500 plus$10.00 per$1,000 for all over$250,000 350,000 500,000 $10,500 plus$8.00 per$1,000 for all over$350,000 500,000 700,000 $11,700 plus$7.00 per$1,000 for all over$500,000 700,000 1,000,000 $13,100 plus$6.00 per$1,000 for all over$700,000 1,000,000 1,500,000 $14,900 plus$5.00 per$1,000 for all over$1,000,000 1,500,000 5,000,000 $17,400 plus$3.00 per$1,000 for all over$1,500,000 5,000,000 10,000,000 $27,900 plus$1.65 per$1,000 for all over$5,000,000 10,000,000 20,000,000 $36,150 plus$1.00 per$1,000 for all over$10,000,000 20,000,000 No Limit $46,150 plus$0.85 per$1,000 for all over$20,000,000 REVENUE BONDS AND COMBINATION TAX & REVENUE CERTIFICATES OF OBLIGATION In the event the Bonds to be issued are Revenue Bonds or Combination Tax and Revenue Certificates of Obligation, Refunding, Direct Pay Subsidy or Lease Purchase Obligations,the fee shall be the amount computed from the above schedule,plus 25%. EXHIBIT A G� 0 kloopgR 0 xs AGENDA MEMORANDUM Future Agenda for the City Council Meeting of June 10, 2014 Action Item for the City Council Meeting of June 17, 2014 DATE: June 10, 2014 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361)826-3227 Funding for Mary Rhodes Pipeline, Phase 2 CAPTION: A. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2014A and Series 201413" in an aggregate amount not to exceed $155,000,000. B. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2014A", in an amount, when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $155,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. C. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 201413", when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $155,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. PURPOSE: This agenda item authorizes the issuance of up to $155,000,000 of City of Corpus Christi Utility System Revenue Bonds to fund the construction of Mary Rhodes Pipeline, Phase 2. BACKGROUND AND FINDINGS: Part A: Issuance of bonds requires utilization of a financing team which is made up of three parts: the financial advisor, bond counsel, and the underwriting syndicate. Part A of this agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for this transaction. See Exhibit A for the Financial Advisor's fee schedule. Fulbright & Jaworski L.L.P. is currently under contract with the City to serve as the City's bond counsel and will serve as the second part of our financing team. The third part of the financing team is the underwriters, and selection of the syndicate of underwriters from the City's pool of approved underwriters is being recommended for delegation to the Mayor, City Manager, Assistant City Manager for General Government and Operations Support, and Director of Financial Services in Part B of this agenda item. Parts B and C: On November 12, 2013, the City Council approved an ordinance expressing the City's intent to reimburse itself for costs incurred prior to the receipt of the bond proceeds. This agenda item will authorize the issuance of the bonds to reimburse the City for any costs already incurred and to fund the balance of the project. The budget for Mary Rhodes Pipeline, Phase 2 is approximately $161 million. In 2010, the City secured a loan with the Texas Water Development Board in the amount of $8 million for design work on the project. Project construction began in April 2014, and the remaining balance is needed to pay for the project. Estimated completion for the project is summer of 2015. Funding is being recommended through the issuance of City of Corpus Christi Utility System Junior Lien Revenue Improvement Bonds. In an effort to provide the City with the most flexibility, authorization is being requested for the issuance of both fixed rate bonds (Part B) and variable rate bonds (Part C). Consideration is being given to issuing variable rate bonds for about one-third of the issuance for a short-term period of 3 years. Interest rates on short-term variable rate debt are substantially lower than on fixed rate, which will provide the City rate pressure relief. Additionally, issuance of variable rate debt will afford the City time to determine whether or not to lease some of the water flowing through the pipeline to industrial customers. If that were to occur, then the variable rate bonds would be refunded into long-term fixed rate taxable bonds to accommodate "private use" restrictions applicable to tax-exempt debt that could result from any such leases. This would occur at the end of the aforementioned 3-year initial interest rate period. A 30-year amortization period is being recommended for these bonds. Because of the fluctuating conditions in the municipal bond market, our financial advisor has recommended that the City Council delegate to the Mayor, City Manager, Assistant City Manager for General Government and Operations Support, and the Director of Financial Services (i.e., "Authorized Representatives") 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 $155,000,000; and (2) 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 to the Authorized Representatives in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY/ NON-EMERGENCY: n/a DEPARTMENTALCLEARANCES: • Bond Counsel • Legal Department FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - - - - Encumbered/Expended amount of(date) - - -This item - $155,000,000 - $155,000,000 BALANCE - $155,000,000 - $155,000,000 FUND(S): CIP Fund(number to be determined after bond sale) COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the motion and ordinances as presented. LIST OF SUPPORTING DOCUMENTS: Exhibit A — Financial Advisor Fee Schedule Ordinance DRAFT 5/27/14 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 2014A" IN AN AMOUNT, WHEN COMBINED WITH OTHER CITY UTILITY SYSTEM REVENUE OBLIGATIONS AUTHORIZED ON THE DATE HEREOF, NOT TO EXCEED $155,000,000; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF BY A JUNIOR AND INFERIOR LIEN ON AND PLEDGE OF THE NET REVENUES OF THE CITY'S UTILITY SYSTEM; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO THE MAYOR AND CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has heretofore issued, and there are currently Outstanding, revenue bonds (the Previously Issued Priority Bonds) secured by a first and prior lien on and pledge of the Net Revenues (as hereinafter defined) of the City's combined utility systems (as further described and defined herein, the System); and WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued Priority Bonds, the City reserved the right to issue revenue bonds on parity with the Priority Bonds (as hereinafter defined); and WHEREAS, the City Council has heretofore issued, and there are currently outstanding, revenue bonds (the Previously Issued Junior Lien Obligations) secured by a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds; and WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued Junior Lien Obligations, the City reserved the right to issue revenue bonds on a parity with the Junior Lien Obligations (as hereinafter defined)from time to time outstanding; and WHEREAS, the City Council has heretofore issued, and there are currently outstanding, obligations supported by a lien on and pledge of the Net Revenues of the System that are inferior 57774941.3 to the lien thereon and pledge thereof securing the Priority Bonds and the Junior Lien Obligations but superior to the lien thereon and pledge thereof securing the hereinafter-defined Previously Issued Inferior Lien Obligations (the Previously Issued Subordinate Lien obligations); and WHEREAS, the City Council has heretofore entered into a certain Federal Contract (as hereinafter defined) supported by a lien on and pledge of the Net Revenues of the System inferior to the lien thereon and pledge thereof securing the Priority Bonds, the Junior Lien Obligations, and the Previously Issued Subordinate Lien Obligations (such Federal Contract, the Previously Issued Inferior Lien Obligations); and WHEREAS, the City Council has determined for the purpose of improving the credit quality of its Junior Lien Obligations, which has become its primary lien for issuing System debt, that it will no longer issue obligations secured by a first and prior lien on and pledge of the Net Revenues of the System, on parity with the lien thereon and pledge thereof securing the Previously Issued Priority Bonds, for new money purposes and, at such time as no Priority Bonds remain outstanding, all System revenue obligations now subordinate and inferior to the Priority Bonds in priority of lien on and pledge of Net Revenues shall be elevated in kind in priority of lien and payment; and WHEREAS, the City Council deems it appropriate and in its best interest to issue the hereinafter authorized revenue bonds, in one or more series, for the primary purpose of acquiring, purchasing, constructing, improving, repairing, extending, enlarging, equipping and renovating the System; and WHEREAS, the City Council hereby finds and determines that, pursuant to the authority provided by Chapter 1371, as amended, Texas Government Code (Chapter 1371), the delegation to each Authorized Official (as hereinafter defined) of the authority to execute an Approval Certificate (as hereinafter defined) relating to each series of bonds issued hereunder (a form of which Approval Certificate is attached hereto as Schedule I) to establish and approve the final terms of sale of any such series of bonds (within the parameters specified herein) is in the best interest of the City; and WHEREAS, the City is empowered by the provisions of Chapter 1371 and Chapter 1502, as amended, Texas Government Code (together, the Act) and the City's Home Rule Charter to issue revenue bonds in the manner herein contemplated; and WHEREAS, the City Council hereby finds and determines that the actions authorized hereby and the adoption of this Ordinance are in the best interest of the residents of the City; and, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1: Authorization - Designation - Principal Amount - Purpose. Revenue bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO/100 DOLLARS ($ ), to be designated and bear the title of CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 2014A (the Bonds), pursuant to 57774941.3 -2- this ordinance adopted by the City Council (the Ordinance) for the purpose of (i) acquiring, purchasing, constructing, improving, repairing, extending, enlarging, equipping and renovating the System and (ii) paying the costs of issuing the Bonds. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly, the Act, the City's Home Rule Charter, and this Ordinance. As authorized by Chapter 1371, each Authorized Official is 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 Dated Date therefor, the identity of the Purchasers (which may include a syndicate of underwriters and the identification by an Authorized Official of the duties of such syndicate members) selected from the City's pool of approved underwriters, and the rate of interest to be borne on the principal amount of each such maturity. Each Authorized Official, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule I. The Bonds shall be issued in the principal amount, when combined with the principal amount of the Series 2014B Bonds, not to exceed $155,000,000; the maximum maturity of the Bonds will be July 15, 2054; and the true interest rate (federal arbitrage yield) shall not exceed 7.00%. Lastly, each Authorized Official is authorized to select the bond insurer, if any, with respect to the Bonds. The execution of the Approval Certificate shall evidence the sale date of the Bonds by the City to the Purchasers in accordance with the provisions of Chapter 1371. It is further provided, however, that notwithstanding the foregoing provisions, the Bonds shall not be delivered unless prior to their initial delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Dated Date. The Bonds are issuable in fully registered form only; shall be dated , 2014 (the Dated Date) shall be in denominations of $5,000 or any integral multiple thereof, shall be lettered "R-" and numbered consecutively from One (1) upward and principal shall become due and payable on July 15 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Dated Date, or the most recent Interest Payment Date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the rates per annum in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates 2015 57774941.3 -3- Years of Principal Interest Stated Maturity Amounts ($) Rates 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 57774941.3 -4- Years of Principal Interest Stated Maturity Amounts ($) Rates 2052 2053 2054 SECTION 3: Payment of Bonds - Interest Payments - Paying Agent/Registrar. The principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of and interest on the Bonds shall be without exchange or collection charges to the Holder(as hereinafter defined) of the Bonds. 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 (the Interest Payment Date), commencing January 15, 2015, while the Bonds are Outstanding. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Both principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (defined herein) for purposes of payment of interest thereon and (ii) on the date of surrender of the Bonds 57774941.3 -5- for purposes of receiving payment of principal thereof at the Bonds' Stated Maturity or upon prior redemption of the Bonds. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of, and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the last business day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i)by check sent by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii)by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. A. Mandatory Redemption of Bonds. The Bonds stated to mature on July 15, 20 and July 15, 20, respectively, are referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund (but not the Reserve Fund) for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on July 15 in each of the years as set forth below: 57774941.3 -6- Term Bonds Stated to Term Bonds Stated to Mature on July 15, 20 Mature on July 15, 20 Principal Principal Year Amount($) Year Amount($) *Payable at stated maturity The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such stated maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund (but not the Reserve Fund), or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Bonds having Stated Maturities on and after July 15, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on July 15, 20, or any date thereafter, as a whole or in part, in principal amounts of$5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the City Council. D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States Mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of 57774941.3 -7- mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii)identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street dournal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). F. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be required (i)to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds or (ii)to transfer or exchange any Bond selected for redemption, provided; however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5: Execution - Registration. The Bonds shall be executed on behalf of the City by its Mayor, its seal reproduced or impressed thereon, and attested by the City Secretary. The signature of either officer on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers (defined herein), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be 57774941.3 -8- conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of the same series and of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Bonds, to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 26 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7: Initial Bond(s). The Bonds herein authorized shall be issued initially either (i) as a single fully-registered Bond in the total principal amount of$ 57774941.3 -9- with principal installments to become due and payable as provided in Section 2 and numbered T- 1, or (ii) as one (1) fully-registered Bond for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (the Initial Bond(s)) and, in either case, the Initial Bond(s) shall be registered in the name of the initial purchasers or the designee thereof. The Initial Bond(s) shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchasers. Any time after the delivery of the Initial Bond(s), the Paying Agent/Registrar shall cancel the Initial Bond(s) delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: FORMS. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio 57774941.3 -10- CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 2014A Dated Date: Interest Rate: Stated Maturity: CUSIP NO: , 2014 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located 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, 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 of 30-day months; such interest being payable on January 15 and July 15 of each year commencing January 15, 2015. Principal and premium, if any, of the Bond shall be payable to the Registered Owner hereof (the Holder) upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the last business day of the month next preceding each interest payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on the appropriate date of payment by United States Mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (the Bonds) pursuant to an ordinance adopted by the governing body of the City (the Ordinance), for the purpose of (i) acquiring, purchasing, constructing, improving, repairing, extending, enlarging, equipping and renovating the System and (ii)the payment of their costs of issuance. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the Constitution and laws of the State of Texas, particularly Chapters 1371, and 1502, as amended, Texas Government Code, the City's Home Rule Charter, and the Ordinance. The Bonds stated to mature on July 15, 20 and July 15, 20, respectively, are referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund 57774941.3 -11- redemption prior to their stated maturities from money required to be deposited in the Bond Fund (but not the Reserve Fund) for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on July 15 in each of the years as set forth below: Term Bonds Stated to Term Bonds Stated to Mature on July 15, 20 Mature on July 15, 20 Principal Principal Year Amount($) Year Amount($) *Payable at stated maturity The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such stated maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund (but not the Reserve Fund), or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Bonds stated to mature on and after July 15, 20 may be redeemed prior to their Stated Maturities, at the option of the City, on July 15, 20 or on any date, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par, together with accrued interest to the date of redemption, and upon thirty (30) days prior written notice being given by United States mail, first-class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of$5,000, portions of the principal sum hereof in installments of$5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount 57774941.3 -12- to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. In the event of a partial redemption of the principal amount of this Bond, payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Bond to the corporate trust office of the Paying Agent/Registrar and, there shall be issued to the registered owner hereof, without charge, a new Bond or Bonds of like maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof If this Bond is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are special obligations of the City, issued as Junior Lien Obligations, payable from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues, being (primarily) a lien on and pledge of the Net Revenues derived from the operation of the City's utility system (as further described in the Ordinance, the System), that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. In the Ordinance, the City reserves and retains the right to issue Additional Priority Bonds, Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional Inferior Lien Obligations without limitation as to principal amount but subject to any terms, conditions, or restrictions set forth in the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance upon any property of the City or System, except with respect to the Junior Lien Pledged Revenues. The Holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description and nature of the Junior Lien Pledged Revenues pledged for the payment of the Bonds; the terms and conditions under which the City may issue Additional Priority Bonds, Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional Inferior Lien Obligations; the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the 57774941.3 -13- Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding special obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by law, and that issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by a pledge of and lien on the Junior Lien Pledged Revenues. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed facsimile signature of the Mayor of the City, attested by the imprinted or lithographed facsimile signature of the City Secretary, and the official seal of the City has been duly affixed to, printed, lithographed or impressed on this Bond. CITY OF CORPUS CHRISTI, TEXAS Mayor 57774941.3 -14- ATTEST: City Secretary (SEAL) 57774941.3 -15- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond(s) Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) * Bond to Printer: Not to appear on printed Bonds 57774941.3 -16- D. *Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within-mentioned Ordinance; the Bond or Bonds of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Paying Agent/Registrar By: Authorized Signature * Bond to Printer: to appear on printed Bonds E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: 57774941.3 -17- F. The Initial Bond(s) shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (1) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed"as shown below"; (2) the first two paragraphs shall read as follows: REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located 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 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, 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 of 30-day months; such interest being payable on January 15 and July 15 of each year, commencing January 15, 2015. Principal of this Bond shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the last business day of the month next preceding each interest payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Insurance Legend. If bond insurance is obtained by the Purchasers or the City for the Bonds, the definitive Bonds and the Initial Bond(s) shall bear an appropriate legend as provided by the insurer. 57774941.3 -1 g- SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i)the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 29 and 43 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Accountant shall mean a nationally recognized independent certified public accountant, or an independent firm of certified public accountants. B. The term Additional Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, which pledge is subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged to the payment of the Priority Bonds, that is included in Junior Lien Pledged Revenues, that is or will be pledged to the payment of the Subordinate Lien Obligations, and that is on parity with the lien on and pledge of the Net Revenues securing the payment of the then-Outstanding Inferior Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. C. The term Additional Junior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Junior Lien Pledged Revenues, such pledge to include a pledge of Net Revenues that is junior and inferior to the lien on and pledge of the Net Revenues that are or will be pledged to the payment of the Priority Bonds now Outstanding or hereafter issued by the City but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of the Subordinate Lien Obligations and Inferior Lien Obligations now Outstanding or hereafter issued by the City, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, as determined by the City Council in accordance with applicable law. D. The term Additional Priority Bonds shall mean obligations hereafter issued to refund any of the Previously Issued Priority Bonds if issued in a manner so as to be payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law and under the terms and conditions provided in Section 19 of this Ordinance. E. The term Additional Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that is or 57774941.3 -19- will be pledged to the payment of the Priority Bonds or that is included in Junior Lien Pledged Revenues, but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of the Inferior Lien Obligations now Outstanding or hereafter issued by the City, and on parity with the lien on and pledge of the Net Revenues securing the payment of the then- Outstanding Subordinate Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. F. The term Authorized Official shall mean the Mayor of the City, the City Manager of the City, the Assistant City Manager, the Deputy City Manager, and the City's Director of Financial Services. G. The term Average Annual Debt Service Requirements shall mean that average amount which, at the time of computation, will be required to pay the Debt Service Requirements of obligations when due and derived by dividing the total of such Debt Service Requirements by the number of years then remaining before final Stated Maturity. The calculation of Average Annual Debt Service Requirements shall be net of(1) capitalized interest from bond proceeds and (2) the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. H. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 2014A", dated , 2014, authorized by this Ordinance. I. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 13 of this Ordinance. J. The term Capital Additions shall mean a reservoir or other water storage facilities, a water or wastewater treatment plant or an interest therein, an electric generation facility and/or distribution system 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 City shall mean the City of Corpus Christi, Texas and, where appropriate, the City Council of the City. M. The term Closing Date shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchasers. N. The term Credit Agreement shall mean a loan agreement, revolving credit agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance contract, commitments to purchase Debt, purchase or sale agreements, interest rate 57774941.3 -20- swap agreements, or commitments or other contracts or agreements authorized, recognized, and approved by the City as a Credit Agreement in connection with the authorization, issuance, security, or payment of any obligation authorized by Chapter 1371, and which includes any Credit Facility. O. The term Credit Facility shall mean (i) a policy of insurance or a surety bond, issued by an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations, or(ii) a letter or line of credit issued by any financial institution. P. The term Credit Provider shall mean any bank, financial institution, insurance company, surety bond provider, or other institution which provides, executes, issues, or otherwise is a party to or provider of a Credit Agreement or Credit Facility. Q. The term Debt shall mean (1) all indebtedness payable from Net Revenues and/or Junior Lien Pledged Revenues incurred or assumed by the City for borrowed money (including indebtedness payable from Net Revenues and/or Junior Lien Pledged Revenues arising under Credit Agreements) and all other financing obligations of the System payable from Net Revenues and/or Junior Lien Pledged Revenues that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; and (2) all other indebtedness payable from Junior Lien Pledged Revenues and/or Net Revenues (other than indebtedness otherwise treated as Debt hereunder) for borrowed money or for the acquisition, construction, or improvement of property or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor(including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to the maturity thereof, there shall have been deposited with the proper depository (a) in trust the necessary funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent with the financial statements of the System in prior Fiscal Years. R. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of 57774941.3 -21- the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest calculated by assuming (i) that the interest rate for every 12-month period on such bonds is equal to the rate of interest reported in the most recently published edition of The Bond Buyer (or its successor) at the time of calculation as the "Revenue Bond Index" or, if such Revenue Bond Index is no longer being maintained by The Bond Buyer (or its successor) at the time of calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid on United States Treasury obligations of like maturity and (ii)that, in the case of bonds not subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas Government Code as the same relates to interim or non—permanent indebtedness, and in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto (in each case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of any Credit Agreement in the form of an interest rate hedge agreement entered into in connection with any such obligations, Debt Service Requirements shall be computed by netting the amounts payable to the City under such hedge agreement from the amounts payable by the City under such hedge agreement and such obligations. S. The term Depository shall mean an official depository bank of the City. T. The term Engineer shall mean an individual, firm, or corporation engaged in the engineering profession, being a registered professional engineer under the laws of the State of Texas, having specific experience with respect to a combined municipal utility system similar to the System and such individual, firm, or corporation may be employed by, or may be an employee of, the City. U. The term Federal Contract shall mean Contract No. 6-07-O1-XO675 entered into by an among the United States of America, the City and the Nueces River Authority, dated June 30, 1976, and amended on June 16, 1980, with respect to the Nueces River Reclamation Project, pursuant to which the City has pledged the revenues of its waterworks system in support of the payment obligations of the City under the Federal Contract, subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of the Priority Bonds, the lien thereon and pledge thereof securing the payment of the Junior Lien Obligations, as a result of such Net Revenues being included as Junior Lien Pledged Revenues, and the lien thereon and pledge thereof securing the payment of the Subordinate Lien Obligations. V. The term Fiscal Year shall mean the twelve month accounting period used by the City in connection with the operation of the System which may be any twelve consecutive month period established by the City, presently being that period commencing on October 1 of each year and ending on the following September 30. W. The term Government Securities as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable obligations of an agency or instrumentality of the 57774941.3 -22- 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; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; and (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. 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 Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. Z. The term Ineligible Owner of Bonds means (1) the City, (2) any person (whether for-profit or not-for-profit) which controls or is controlled by or is under common control with the City, and (3) any person who owns such Bonds on behalf or for the benefit or account of the City or a person described in the preceding Clause (2). For purposes of this definition, a person controls another person when the first person possesses or exercises, directly or indirectly through one or more other affiliates or related entities, the power to direct the management and policies of the other person, whether through the ownership of voting rights, membership, the power to appoint members, trustees, or directors, by contract, or otherwise. AA. The term Inferior Lien Obligations shall mean (i)the Previously Issued Inferior Lien Obligations, (ii) any Additional Inferior Lien Obligations, and (iii) any obligations issued to refund the foregoing payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues, as determined by the City Council in accordance with any applicable law. BB. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being January 15 and July 15 of each year, commencing January 15, 2015, while any of the Bonds remain Outstanding. CC. The term Junior Lien Obligations shall mean (i) the Previously Issued Junior Lien Obligations, (ii) any Additional Junior Lien Obligations, and (iii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof 57774941.3 -23- securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations, as determined by the City Council in accordance with applicable law. DD. The term Junior Lien Pledged Revenues means (1) the Net Revenues that remain after payment of all amounts, and funding of all funds, relating to any Priority Bonds, 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 by the City to the payment of the Bonds, and at the City's discretion, any Additional Junior Lien Obligations, and excluding those revenues excluded from Gross Revenues. EE. The term Net Revenues shall mean all Gross Revenues less Operating Expenses. FF. 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, Junior Lien Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, or other Debt of the System. 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. Operating Expenses shall never include any allowance for depreciation, property retirement, depletion, obsolescence, and other items not requiring an outlay of cash and any interest on the Bonds or any Debt. GG. The term Ordinance shall mean this Ordinance adopted by the City Council on June 17, 2014. HH. The term Outstanding shall mean when used in this Ordinance with respect to all Debt means, as of the date of determination, all Debt except: (1) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations for which payment has been duly provided by the City in accordance with the provisions of Section 30 of this Ordinance; and (3) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 26 of this Ordinance. 57774941.3 -24- It The term Previously Issued Inferior Lien Obligations shall mean the Federal Contract. H. The term Previously Issued Junior Lien Obligations shall mean, as of the Closing Date (i) the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues which includes a lien on and pledge of Net Revenues of the System that is junior and inferior to the lien thereon and pledge thereof securing the Priority Bonds but superior to the lien thereon and pledge thereof securing the Subordinate Lien Obligations and Inferior Lien Obligations, identified as follows: (1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2012", dated November 15, 2012, in the original principal amount of$69,085,000; (2) "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012", dated November 15, 2012, in the original principal amount of$155,660,000; (3) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2013", dated November 1, 2013, in the original principal amount of$97,930,000; (4) Upon issuance, the Bonds; and (5) Upon issuance, the Series 2014B Bonds. KK. The term Previously Issued Priority Bonds shall mean, as of the Closing Date (i) the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System, identified as follows: (1) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2003", dated May 15, 2003, in the original principal amount of$28,870,000; (2) "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; (3) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005", dated January 1, 2005, in the original principal amount of$70,390,000; (4) "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; (5) "City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2006", dated October 1, 2006, in the original principal amount of$84,415,000; 57774941.3 -25- (6) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2009", dated March 1, 2009, in the original principal amount of $96,490,000; (7) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010", dated March 1, 2010, in the original principal amount of $8,000,000; (8) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Taxable Series 2010 (Direct Subsidy-Build America Bonds)", dated July 1, 2010, in the original principal amount of$60,625,000; (9) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010A", dated July 1, 2010, in the original principal amount of $14,375,000; and (10) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2012", dated April 1, 2012, in the original principal amount of $52,500,000. LL. The term Previously Issued Subordinate Lien Obligations shall mean the Series 2007 Certificates of Obligation. MM. The term Priority Bonds shall mean the Previously Issued Priority Bonds and any Additional Priority Bonds hereafter issued, such obligations payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System, as determined by the City Council in accordance with any applicable law. NN. 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, 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. 00. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in Section 27 of this Ordinance. PP. The term Series 2007 Certificates of Obligation shall mean the City's "Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007", dated March 1, 2007, in the original principal amount of $6,985,000, being the only series of Subordinate Lien Obligations currently Outstanding. 57774941.3 -26- QQ. The term Series 2014E Bonds shall mean the "City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 201413" issued by the City concurrently with its issuance of the Bonds but pursuant to a separate City ordinance adopted on June 17, 2014, in an aggregate principal amount (when combined with the principal amount of the Bonds) not to exceed $155,000,000. RR. The term Special Project shall mean, to the extent permitted by law, any water, sewer, wastewater reuse, or municipal drainage system property, improvement, or facility declared by the City, upon the recommendation of the City , not to be part of the System, for which the costs of acquisition, construction, and installation are paid from proceeds of Special Project Bonds (as hereinafter defined) being a financing transaction other than the issuance of bonds payable from ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, and for which all maintenance and operation expenses are payable from sources other than ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, but only to the extent that and for so long as all or any part of the revenues or proceeds of which are or will be pledged to secure the payment or repayment of such costs of acquisition, construction, and installation under such Special Project Bonds. SS. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on July 15 of each year, as set forth in Section 2 of this Ordinance. TT. The term Subordinate Lien Obligations shall mean (i) the Previously Issued Subordinate Lien Obligations, (ii) any Additional Subordinate Lien Obligations, and (iii) any obligations issued to refund the foregoing payable and equally and ratably secured from a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the payment of the Priority Bonds and the Junior Lien Obligations but superior to the lien thereon and pledge thereof securing the payment of the Inferior Lien Obligations, as determined by the City Council in accordance with any applicable law. UU. The term System shall mean and include, whether now existing or hereinafter added (including additions made from time to time in accordance with the provisions of the City ordinances authorizing the issuance of the Outstanding Priority Bonds), 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 to be a Special Project and not a part of the System and which are hereafter acquired or constructed by the City with the proceeds from the issuance of"Special Project Bonds", which are hereby defined as being special revenue obligations of the City which are not secured by or payable from all or part of the Net Revenues and/or Junior Lien 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 57774941.3 -27- constitute Gross Revenues of the System, unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance of such"Special Project Bonds". SECTION 10: Pledge of Junior Lien Pledged Revenues. A. The City hereby covenants and agrees that the Junior Lien Pledged Revenues of the System are hereby irrevocably pledged to the payment and security of the Junior Lien Obligations, including the establishment and maintenance of the special funds or accounts created for the payment and security thereof, all as hereinafter provided; and it is hereby resolved that the Junior Lien Obligations, and the interest thereon, shall constitute a lien on and pledge of the Junior Lien Pledged Revenues and be valid and binding without any physical delivery thereof or further act by the City, and the lien created hereby on the Junior Lien Pledged Revenues for the payment and security of the Junior Lien Obligations, shall be, subject to the subordinate lien nature of the Junior Lien Pledged Revenues as herein described otherwise, prior in right and claim as to any other indebtedness, liability, or obligation of the City or the System. The Junior Lien Obligations are and will be secured by and payable only from the Junior Lien 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. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Bonds and the pledge of Junior Lien 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 Junior Lien Obligations are Outstanding and unpaid such that the pledge of the Junior Lien Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Junior Lien Obligations the perfection of the security interest in this pledge, the City Council 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 this pledge to occur. SECTION 11: Rates and Charges. For the benefit of the Holders of the Bonds and in addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Junior Lien Obligations are Outstanding, to establish and maintain rates and charges for facilities and services afforded by the System that are reasonably expected, on the basis of available information and experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year sufficient: A. To pay all Operating Expenses, or any expenses required by statute to be a first claim on and charge against the Gross Revenues of the System. B. To produce Net Revenues, together with any other lawfully available funds, sufficient to satisfy the rate covenant contained in the ordinances authorizing the issuance of the Priority Bonds and to pay the principal of and interest on the Priority Bonds and the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Priority Bonds, and any other obligations or evidences of indebtedness issued 57774941.3 -28- or incurred that are payable from and secured solely by a prior and first lien on an pledge of the Net Revenues of the System; C. To produce Net Revenues, together with any other lawfully available funds, equal to at least 1.15 times Average Annual Debt Service Requirements on the then-Outstanding Junior Lien Obligations and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Junior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues, including the Junior Lien Pledged Revenues, that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations; D. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the amounts that may be deposited in the special funds established for the payment of the Subordinate Lien Obligations; E. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on the Inferior Lien Obligations as the same become due and payable and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Inferior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds and the Junior Lien Obligations; and F. To pay, together with any other lawfully available funds, any other legally incurred Debt payable from the Net Revenues of the System and/or secured by a lien on any part of the System. The determination of the amount of principal of and interest on any obligations identified in this Section for the purpose of confirming the sufficiency of System rates and charges shall be made after giving consideration as an offset to debt service the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of obligations irrevocably designated as refundable tax credit bonds pursuant to the City ordinance authorizing their issuance or otherwise relating thereto. SECTION 12: System Fund. The City hereby covenants, agrees, and ratifies its prior covenants and agreements that the Gross Revenues of the System shall be deposited, as collected and received, into a separate Fund or account (previously created and established and to be maintained with the Depository) known as the "City of Corpus Christi, Texas Utility System Revenue Fund" (the System Fund and that the Gross Revenues of the System shall be kept separate and apart from all other funds of the City. All Gross Revenues deposited into the System Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: 57774941.3 -29- A. First: To the payment of all necessary and reasonable Operating Expenses or other expenses required by statute to be a first charge on and claim against the revenues of the System. B. Second: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Priority Bonds and any Additional Priority Bonds hereafter issued by the City. C. Third: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Junior Lien Obligations and any Additional Junior Lien Obligations hereafter issued by the City. D. Fourth: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City. E. Fifth: To the payment of the amounts that must be deposited in any special funds and accounts created and established for the payment, security, and benefit of the Previously Issued Inferior Lien Obligations and any Additional Inferior Lien Obligations hereafter issued by the City. Any Net Revenues remaining in the System Fund following such transfers may be used by the City for payment of other obligations of the System, and for any other lawful purpose; provided, however, that for so long as any Priority Bonds remain Outstanding, transfers made for purposes other than for payment of obligations of the System shall be made only at the end of the Year (if such limitation is imposed, and then, only to the extent imposed in the City ordinances authorizing the issuance of the Priority Bonds. SECTION 13: Bond Fund - Excess Funds. For purposes of providing funds to pay the principal of and interest on the currently Outstanding Junior Lien Obligations as the same become due and payable, the City agrees to maintain, at the Depository, a separate and special Fund or account to be created and known as the "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Interest and Sinking Fund" (the Bond Fund). The City covenants that there shall be deposited by an Authorized Official into the Bond Fund prior to each principal and interest payment date from the available Net Revenues an amount equal to one hundred per cent(100%) of the amount required to fully pay the interest on and the principal of the currently Outstanding Junior Lien Obligations then falling due and payable, such deposits to pay maturing principal and accrued interest on the currently Outstanding Junior Lien Obligations to be made in substantially equal monthly installments on or before the 10th day of each month, beginning on or before the 10th day of the month next following the delivery of the Bonds to the Purchasers. As described further in Section 15 hereof, if the Junior Lien Pledged Revenues in any month are insufficient to make the required payments into the Bond Fund, then the amount of any deficiency in such payment shall be added to the amount otherwise required to be paid into the Bond Fund in the next month. 57774941.3 -30- The required monthly deposits to the Bond Fund for the payment of principal of and interest on the currently Outstanding Junior Lien Obligations shall continue to be made as hereinabove provided until such time as (i)the total amount on deposit in the Bond Fund and Reserve Fund is equal to the amount required to fully pay and discharge all Outstanding Junior Lien Obligations (principal and interest) or (ii)the Junior Lien Obligations are no longer Outstanding. Any proceeds of the Bonds, and investment income thereon, not expended for authorized purposes shall be deposited into the Bond Fund and shall be taken into consideration and reduce the amount of monthly deposits required to be deposited into the Bond Fund from the Net Revenues of the System. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in such Fund from the Junior Lien Pledged Revenues. SECTION 14: Reserve Fund. To accumulate and maintain a reserve for the payment of the Bonds equal to 100% of the Average Annual Debt Service Requirements or such lesser amount as restricted by the Code (calculated by the City Council at the beginning of each Fiscal Year and as of the date of issuance of the Bonds and each series of Additional Junior Lien Obligations) for the Bonds (the Required Reserve Amount), the City hereby creates and establishes, and shall maintain at a Depository a separate and special fund known as the "Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds Reserve Fund" (the Reserve Fund). Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the System Fund. All funds deposited into the Reserve Fund shall be used solely for the payment of the principal of and interest on the Bonds, when and to the extent other funds available for such purposes are insufficient, and, in addition, may be used to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds. The City may acquire a Credit Facility or Facilities issued by a Credit Provider in amounts equal to all or part of the Required Reserve Amount for the Bonds in lieu of depositing cash into the Reserve Fund; provided, however, that no such Credit Facility may be so substituted unless the substitution of the Credit Facility will not, in and of itself, cause any ratings then assigned to the Bonds by any Rating Agency to be lowered and the resolution authorizing the substitution of the Credit Facility for all or part of the Required Reserve Amount for the Bonds contains (i) a finding that such substitution is cost effective and (ii) a provision that the interest due on any repayment obligation of the City by reason of payments made under such Credit Facility does not exceed the highest lawful rate of interest which may be paid by the City at the time of the delivery of the Credit Facility. The City reserves the right to use Junior Lien Pledged Revenues to fund the payment of(1) periodic premiums on the Credit Facility as a part of the payment of the City's Operating Expenses, and (2) any repayment obligation incurred by the City (including interest) to the Credit Provider, the payment of which will result in the reinstatement of such Credit Facility, prior to making payments required to be made to the 57774941.3 -31- Reserve Fund pursuant to the provisions of this Section to restore the balance in such fund the Required Reserve Amount for the Bonds. Until the issuance of any Additional Junior Lien Obligations (or as from time to time recalculated by the City as provided in the first paragraph of this Section), the Required Reserve Amount is $ (inclusive of the Bonds and the Series 2014B Bonds). Of this amount, $ representing the portion of the Required Reserve Amount attributable to the Bonds, shall be deposited to the Reserve Fund at such time as may be required pursuant to the provisions of this Section from Revenues, paid from the System Fund at such level of priority as specified in Section 12, by the deposit of monthly installments, made on or before the 10th day of each month following the month in which such obligation to fund the Reserve Fund arises, of not less than 1/60th of the amount to be maintained in the Reserve Fund. As and when Additional Junior Lien Obligations are delivered or incurred, the Required Reserve Amount shall be increased, if required, to an amount calculated in the manner provided in the first paragraph of this Section. Any additional amount required to be maintained in the Reserve Fund shall be so accumulated by the deposit of all or a portion of the necessary amount from the proceeds of the issue or other lawfully available funds in the Reserve Fund immediately after the delivery of the then proposed Additional Junior Lien Obligations, or, at the option of the City, by the deposit of monthly installments, made on or before the business day before the 10th day of each month following the month of delivery of the then proposed Additional Junior Lien Obligations, of not less than 1/60th of the additional amount to be maintained in the Reserve Fund by reason of the issuance of the Additional Junior Lien Obligations then being issued (or 1/60th of the balance of the additional amount not deposited immediately in cash) (such deposits, the Required Reserve Fund Deposits), thereby ensuring the accumulation in the Reserve Fund of the appropriate Required Reserve Amount. When and for so long as the cash and investments in the Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Reserve Amount (other than as the result of the issuance of Additional Junior Lien Obligations as provided in the preceding paragraph), the City covenants and agrees to cure the deficiency in the Required Reserve Amount by resuming the Required Reserve Fund Deposits to the Reserve Fund from the Junior Lien Pledged Revenues in monthly deposit amounts equal to not less than 1/60th of the Required Reserve Amount covenanted by the City to be maintained in the Reserve Fund. Any such deficiency payments shall be made on or before the 10th day of each month until the Required Reserve Amount has been fully restored. The City further covenants and agrees that, subject only to the prior payments to be made to the Bond Fund, the Junior Lien Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount and to cure any deficiency in such amounts as required by the terms of this Ordinance, any City ordinance authorizing the issuance of the Priority Bonds, and any other ordinance pertaining to the issuance of Additional Junior Lien Obligations. During such time as the Reserve Fund contains the Required Reserve Amount, the City Council may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the Required Reserve Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or used by the City for any other lawful purpose; provided, however, to the extent that such excess 57774941.3 -32- amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then-applicable State law. In the event a Credit Facility issued to satisfy all or a part of the City's obligation with respect to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the Required Reserve Amount for the Bonds, the City may transfer such excess amount to any fund or funds established for the payment of or security for the Bonds (including any escrow established for the final payment of any such obligations pursuant to the provisions of Chapter 1207), or be used for any lawful purposes; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then-applicable State law. Notwithstanding anything to the contrary contained in this Section, the requirements set forth above to fund the Reserve Fund in the amount of the Required Reserve Amount shall be suspended for such time as the Junior Lien Pledged Revenues for each Fiscal Year are equal to at least 110% of the Average Annual Debt Service Requirements. In the event that the Junior Lien Pledged Revenues for any two consecutive Fiscal Years are less than 110% (unless such percentage is below 100% in any Fiscal Year, in which case the hereinafter—specified requirements will commence after such Fiscal Year) of the Average Annual Debt Service Requirements, the City will be required to commence making the deposits to the Reserve Fund, as provided above, and to continue making such deposits until the earlier of(i) such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Junior Lien Pledged Revenues for a Fiscal Year have been equal to not less than 110% of the Average Annual Debt Service Requirements. SECTION 15: Deficiencies -Excess Junior Lien Pledged Revenues. A. If on any occasion there shall not be sufficient Junior Lien Pledged Revenues to make the required deposits into the Bond Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Junior Lien Pledged Revenues, or from any other sources available for such purpose, and such payments shall be in addition to the amounts required to be paid into these Funds or accounts during such month or months. B. Subject to making the required deposits to the Bond Fund when and as required by any ordinance or resolution authorizing the issuance of the currently Outstanding Priority Bonds, the Junior Lien Obligations, the Subordinate Lien Obligations, and the Inferior Lien Obligations, the excess Net Revenues of the System may be used by the City for any lawful purpose (as further provided in Section 12 hereof). SECTION 16: Payment of Bonds. While any of the Bonds are Outstanding, the Authorized Officials shall cause to be transferred to the Paying Agent/Registrar therefor, from funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly each installment of interest on and principal of the Bonds as such installment accrues or matures; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the Bonds at the close of the business day next preceding the date a debt service payment is due on the Bonds. 57774941.3 -33- SECTION 17: Investments. Funds held in any Fund or account created, established, or maintained pursuant to this Ordinance shall, at the option of the City, be placed in time deposits, certificates of deposit, guaranteed investment contracts or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, or any other law, and secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, including investments held in book-entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured, or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any Fund or account will be available at the proper time or times. Such investments (except State and Local Government Series investments held in book entry form, which shall at all times be valued at cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal Year. All interest and income derived from deposits and investments in the Bond Fund immediately shall be credited to, and any losses debited to, the Bond Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 18: Application of the Covenants and Agreements of the Priority Bonds. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administering and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding, and to the extent of any irreconcilable conflict between the provisions contained herein and in the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of the Priority Bonds now or hereafter Outstanding. It is expressly recognized that prior to the issuance of any Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, or Additional Inferior Lien Obligations, that the City must comply with each of the conditions precedent contained in this Ordinance and the City ordinances authorizing the issuance of the then- Outstanding Priority Bonds, as appropriate. SECTION 19: Covenants. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administering and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding, and to the extent of any irreconcilable conflict between the provisions contained herein and in the City ordinances 57774941.3 -34- authorizing the issuance of the Priority Bonds now or hereafter Outstanding, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of the Priority Bonds now or hereafter Outstanding. It is expressly recognized that prior to the issuance of any Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, or Additional Inferior Lien Obligations, that the City must comply with each of the conditions precedent contained in this Ordinance and the City ordinances authorizing the issuance of the then-Outstanding Priority Bonds, as appropriate. 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 Junior Lien Obligations; it will promptly pay or cause to be paid the principal amount of and interest on all Debt, on the dates and in the places and manner prescribed in such ordinances and such Debt; 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 Debt 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 Debt, by all legal 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 thereof, for the benefit of the owners of the Junior Lien Obligations, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Junior Lien Pledged Revenues to the payment of the Junior Lien Obligations in the manner prescribed herein, and has lawfully exercised such rights. 57774941.3 -35- 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, laborer'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 Junior Lien 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 Net Revenues of the System in any manner, except as permitted in the City Ordinances authorizing the Previously Issued Priority Bonds and in this Ordinance (which provisions are also included in other City ordinances authorizing other series of Junior Lien Obligations). 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(B)the proceeds of such sale are $250,000 or less, or it shall have received a certificate executed by an Engineer 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 an Engineer 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 Fiscal Year with the provisions of Subsection K of this Section. The proceeds of any such sale or exchange not used to 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 Debt, or (ii) otherwise be used to provide for the payment of Debt. 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 57774941.3 -36- manner with the proceeds of Debt, or with the proceeds of obligations which were refunded in whole or in part with the proceeds of Debt, 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 Debt 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 an Engineer 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 Fiscal 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. (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 listing 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. 57774941.3 -37- K. Audits. After the close of each Fiscal Year while any Debt is Outstanding, an audit will be made of the books and accounts relating to the System and the Net Revenues by the Accountant. Such annual audit reports shall be open to the inspection of the registered owners of Debt and their agents and representatives at all reasonable times. L. 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. M. 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 a substitute for the System's facilities, and, to the extent that it legally may, the City will prohibit any such competing facilities. N. Rights of Inspection. The Engineer of Record or any registered owner of $100,000 in aggregate principal amount of the Debt 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 an Engineer or such registered owner, as the case may be, such financial statements, reports and other information relating to the City and the System as an Engineer or such registered owner may from time to time reasonably request. SECTION 20: Issuance of Additional Priority Bonds, Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional Inferior Lien Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Additional Priority Bonds payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System upon satisfying each of the conditions precedent contained in the City ordinances authorizing the Previously Issued Priority Bonds concerning the issuance of Additional Priority Bonds for refunding purposes. B. Additional Junior Lien Obligations, secured by and payable from the Junior Lien Pledged Revenues, which includes (primarily) a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien there on and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations, upon satisfying each of the following conditions precedent: (1) The City Manager (or other officer of the City then having the responsibility for the financial affairs of the City) shall have executed a certificate stating (i)that the City is not then in default as to any covenant, obligation or agreement 57774941.3 -38- 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 Net 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 Net 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 Junior Lien Obligations, but such certificate shall not be dated prior to the date an ordinance is passed authorizing the issuance of such Additional Junior Lien Obligations. (2) Conditions Precedent for Issuance of Additional Junior Lien Obligations - Capital Improvements and for any other Lawful Purpose except for Capital Additions or for Refunding. The City covenants and agrees that Additional Junior Lien Obligations 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 (3) this Section and Section 20 hereof, respectively) unless and until the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings (as hereinafter defined)for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then-Outstanding Priority Bonds and Junior Lien Obligations after giving effect to the Additional Junior Lien Obligations then proposed. The foregoing notwithstanding, the City covenants and agrees that Additional Junior Lien Obligations may not be issued for the purpose of financing Capital Improvements when other Outstanding Junior Lien Obligations which have been issued for the purpose of financing Capital Additions and for which capitalized interest for such other Junior Lien Obligations has been provided for at least the twelve months subsequent to the date of issuance of the Additional Junior Lien Obligations then proposed to be issued, unless the conditions precedent in Subsection (1) 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 (2) as set forth above cannot be satisfied, the City has satisfied the conditions precedent in Subsection (3)(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 certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then-Outstanding Priority Bonds and Junior Lien Obligations (other than any Priority Bonds or Junior Lien Obligations 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 Junior Lien Obligations proposed to be issued) after giving effect to the Additional Junior Lien Obligations then proposed to be issued. 57774941.3 -39- (3) Conditions Precedent for Issuance of Additional Junior Lien Obligations - Capital Additions: Initial Issue. The City covenants and agrees that Additional Junior Lien Obligations will not be issued for the purpose of financing Capital Additions, unless the same conditions precedent specified in Subsection (1) above have been satisfied and, in addition thereto, either the relevant conditions precedent specified in Subsection (1) above are satisfied or, in the alternative, the City shall have obtained: (i)from an Engineer 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 Fiscal 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 an Engineer to the effect that, based on an engineering report prepared thereby for each Capital Addition, the projected Net Earnings for each of the five Fiscal Years subsequent to the date the Capital Addition becomes commercially operative (as estimated in the engineering report) will be equal to at least 1.15 times the Average Annual Debt Service Requirements for the currently Outstanding Junior Lien Obligations or incurred and all Additional Junior Lien Obligations 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 Fiscal Year subsequent to the date the Capital Addition is estimated to become commercially operative. (4) Completion Issues. Once a Capital Addition has been initiated by meeting the conditions precedent specified in Subsection (3)(i) and (ii) above and the initial Junior Lien Obligations issued therefor are delivered, the City reserves the right to issue Additional Junior Lien Obligations 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 (3)(i) and (ii) or Subsection (1) 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 Net Revenues of the System to be Outstanding after the issuance of the Additional Junior Lien Obligations then being issued for the period (the Forecast Period of each ensuing Fiscal Year through the fifth Fiscal Year subsequent to the latest estimated date such Capital Addition is expected to be commercially operative; and (ii) an Engineer 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 Net Revenues of the System will be adequate to pay all the obligations, payable from the Junior Lien Pledged Revenues of the System to 57774941.3 -40- be Outstanding after the issuance of the Additional Junior Lien Obligations then being issued for the Forecast Period and (B)the proceeds from the sale of such Additional Junior Lien Obligations are estimated to be sufficient to complete such acquisition and construction. (5) Computations; Reports. With reference to Junior Lien Obligations anticipated and estimated to be issued or incurred, the Average Annual Debt Service Requirements therefor shall be those reasonably estimated and computed by the City's 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 any series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as an offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. In the preparation of the engineering report required in Subsection (3)(i) above, an Engineer 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 Junior Lien Obligations for Capital Additions, the certification of the City Manager and an Engineer, 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. (6) Combination Issues. Junior Lien Obligations for Capital Additions may be combined in a single issue with Junior Lien Obligations for Capital Improvements or for any lawful purpose provided the conditions precedent set forth in Subsection (2) through (4) are complied with as the same relate to the appropriate purpose. (7) Definition 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 and those items identified in the SECOND level of priority in Section 12 hereof, but not expenditures which, under standard accounting practice, should be charged to capital expenditures. (8) Determination of Net Earnings. In making a determination of Net Earnings for any of the purposes described in this Section, the City Manager may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at least 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 City Manager's certification or opinion based on such change in rates and charges being in effect for the entire period covered by the City Manager's certificate or opinion. C. The City may issue Additional Subordinate Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged 57774941.3 -41- Revenues, respectively, but senior and superior to the lien there on and pledge thereof securing the repayment of the Inferior Lien Obligations, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in the ordinances authorizing the issuance of the currently- Outstanding Priority Bonds, this Ordinance, and the Previously Issued Subordinate Lien Obligations. D. The City may issue Additional Inferior Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged Revenues, respectively, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in the ordinances authorizing the issuance of the currently-Outstanding Priority Bonds, this Ordinance, and, to the extent applicable, the Federal Contract. SECTION 21: Refunding Bonds. The City reserves the right to issue refunding bonds to refund all or any part of the currently Outstanding Debt, pursuant to any applicable law then available, upon such terms and conditions as the City Council may deem to be in the best interest of the City, and if less than all such currently Outstanding Debt are refunded, the conditions precedent prescribed for the issuance of Additional Junior Lien Obligations set forth in Section 19 of this Ordinance shall be satisfied and the City Managers' certification required in Section 19 shall give effect to the Debt Service Requirements of the proposed refunding bonds (but shall not give effect to the Debt Service Requirements of the obligations being refunded following their cancellation or provision being made for their payment). SECTION 22: Security of Funds. All money on deposit in the funds or accounts for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds or accounts shall be used only for the purposes permitted by this Ordinance. SECTION 23: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedy herein provided shall be cumulative of all other existing remedies and the specification of such remedy shall not be deemed to be exclusive. 57774941.3 -42- For the avoidance of doubt, no default with respect to any obligation that is secured by and payable from a lien on and pledge of Net Revenues that is junior and subordinate to the lien thereon and pledge thereof securing the Priority Bonds shall ever be deemed to be a default with respect to the Priority Bonds. SECTION 24: Notices to Holders Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first-class postage prepaid, to the address of each Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 25: Bonds Are Negotiable Instruments. Each of the Bonds authorized herein shall be deemed and construed to be a "security" and as such a negotiable instrument with the meaning of the Chapter 8 of the Texas Uniform Commercial Code. SECTION 26: Cancellation. All Bonds surrendered for payment, transfer, redemption, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 27: Mutilated, Destroyed, Lost, and Stolen Bonds. If(1) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2)there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. 57774941.3 -43- Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 28: Sale of Bonds- Official Statement Approval — Approval of Purchase Contract. The Bonds authorized by this Ordinance are hereby sold by the City to 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 , 2014 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The pricing terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. The Initial Bonds shall be registered in the name of . Any Authorized Official 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 City hereby ratifies, confirms, and approves in all respects (i)the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii)the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by an Authorized Official), shall be and is hereby in all respects approved and the Purchasers is hereby authorized to use and distribute the final Official Statement, dated , 2014, 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 City 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. 57774941.3 -44- Proceeds from the sale of the Bonds shall be applied as follows: A. Accrued interest, if any, received from the Purchasers shall be deposited into the Bond Fund. B. The City received a [net] original issue reoffering premium from the Sale of the Bonds of $ , $ of which is hereby allocated by the City to pay certain costs of issuance and the balance allocated by the City in the manner described in Subsection C below. C. The balance of the proceeds derived from the sale of the Bonds (after paying other costs of issuance and other deposits referred to in Paragraphs A and B above) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Bonds. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 17 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be deposited into the Bond Fund and expended in accordance with Section 13. SECTION 29: Covenants to Maintain Tax-Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific 57774941.3 -45- 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 (a) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (b) the Bonds, being the combined yield of the Bonds and the Series 2014B Bonds, treated as a single issue, calculated in the manner set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds, to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, 57774941.3 -46- 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 as would not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable 57774941.3 -47- Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(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 such Bonds are issued. (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. Elections. The City hereby directs and authorizes each Authorized Official, or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 30: Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Bonds to the Purchasers. 57774941.3 -48- Furthermore, any Authorized Official or any combination of them are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City's Bond Counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond(s)to the Purchasers. SECTION 31: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the lien on and pledge of Junior Lien Pledged Revenues made under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s)thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case of a net defeasance, been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof for the Bonds. In the event of a gross defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. The City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 28 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. 57774941.3 -49- 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. SECTION 32: Ordinance a Contract, Amendments - Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3)reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 33: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to their being furnished a final opinion of Fulbright & Jaworski LLP, as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of said Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City's Secretary is hereby approved and authorized. SECTION 34: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 35: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 57774941.3 -50- SECTION 36: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Financial Advisors, the Paying Agent/Registrar, and the Holders. SECTION 37: Inconsistent Provisions. All resolutions and ordinances, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters resolved herein. SECTION 38: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 39: Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 40: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 41: Authorization of Paying Agent/Registrar Agreement. The City Council hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 42: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 43: Continuing Disclosure of Information. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EA" 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.emma.msrb.org. MSRB means the Municipal Securities Rulemaking Board. 57774941.3 -51- 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, (1) within six months after the end of each fiscal year of the City ending in or after 2014, financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 27 of this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as part 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 C 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 financial 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 file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements becomes available. If the City changes its fiscal year, it will file notice thereof with the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (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, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of Holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; 57774941.3 -52- (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional Paying Agent/Registrar or the change of name of a Paying Agent/Registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly 57774941.3 -53- 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 that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a)the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or(b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. 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 57774941.3 -54- saved, viewed, printed, and retransmitted by electronic means and the series of obligations 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 44: Book-Entry. sue. The Bonds are initially registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond(s) described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii)the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii)the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a)the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b)the Representation Letter shall be terminated for any reason, or (c)DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall 57774941.3 -55- notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 45: Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Agreement, the Paying Agent/Registrar Agreement, and the Purchase Contract. In addition, prior to the initial delivery of the Bonds, each Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 46: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 47: No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 48: Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt 57774941.3 -56- service on any Bonds issued (or to be issued) pursuant to this Ordinance based on the City's reasonable expectations and projections relative to those Bonds, such budget entries shall, upon the issuance of Bonds, be automatically adjusted to reflect actual debt service payments on those Bonds coming due during the period of time covered by such budget. Each Authorized Official, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 49: Covenant to Not Issue New Money Additional Priority Bonds. Notwithstanding its ability to do so pursuant to the terms of the City ordinances authorizing the issuance of the Previously Issued Priority Bonds (the Priority Bonds Ordinances), the City shall no longer issue "Additional Priority Bonds" (as such term is defined in the Priority Bonds Ordinances) for new money purposes. This prohibition does not prohibit the issuance of Additional Priority Bonds for any refunding purposes permitted under Chapter 1207, as amended, Texas Government Code. SECTION 50: Covenants of Compliance. The City shall faithfully and punctually perform all duties with reference to the System required by the Act, all other applicable laws of the State of Texas, and the provisions of this Ordinance and that the City shall render no free service to any customers or other persons. SECTION 51: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine, or neuter gender shall be considered to include the other genders. SECTION 52: Effective Date. This Ordinance shall be in force and effect from and after its final passage, and it is so resolved. [The remainder of this page intentionally left blank.] 57774941.3 -57- PASSED AND ADOPTED on the 17th day of June, 2014. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 17th DAY OF JUNE, 2014: Barney L. Knight, Interim City Attorney SCHEDULE I— Approval Certificate EXHIBIT A— Paying Agent/Registrar Agreement EXHIBIT B — Purchase Contract EXHIBIT C— Description of Annual Financial Information EXHIBIT D — DTC Letter of Representations 57774941.3 S-1 THE STATE OF TEXAS § COUNTY OF N UECES § CITY OF CORPUS CHRISTI § 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 an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 17th day of June, 2014, authorizing the issuance of one or more series of the City's Utility System Junior Lien Revenue Improvement Bonds, Series 2014A, 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 17th day of June, 2014. City Secretary (CITY SEAL) 57774941.3 S-2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor 57774941.3 S-3 SCHEDULEI APPROVAL CERTIFICATE See Tab No. 57774941.3 Schedule I-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT See Tab No. 57774941.3 A-1 EXHIBIT B PURCHASE CONTRACT See Tab No. 57774941.3 B-1 EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 43 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 are as specified (and included in the Appendix or under the headings of the Official Statement referred to)below: 1. 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 23 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. 57774941.3 C-1 EXHIBIT D DTC LETTER OF REPRESENTATIONS See Tab No. 57774941.3 D-1 G� 0 kloopgR 0 xs AGENDA MEMORANDUM Future Agenda for the City Council Meeting of June 10, 2014 Action Item for the City Council Meeting of June 17, 2014 DATE: June 10, 2014 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361)826-3227 Funding for Mary Rhodes Pipeline, Phase 2 CAPTION: A. Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2014A and Series 201413" in an aggregate amount not to exceed $155,000,000. B. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2014A", in an amount, when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $155,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. C. Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 201413", when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $155,000,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to the Mayor and certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. PURPOSE: This agenda item authorizes the issuance of up to $155,000,000 of City of Corpus Christi Utility System Revenue Bonds to fund the construction of Mary Rhodes Pipeline, Phase 2. BACKGROUND AND FINDINGS: Part A: Issuance of bonds requires utilization of a financing team which is made up of three parts: the financial advisor, bond counsel, and the underwriting syndicate. Part A of this agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for this transaction. See Exhibit A for the Financial Advisor's fee schedule. Fulbright & Jaworski L.L.P. is currently under contract with the City to serve as the City's bond counsel and will serve as the second part of our financing team. The third part of the financing team is the underwriters, and selection of the syndicate of underwriters from the City's pool of approved underwriters is being recommended for delegation to the Mayor, City Manager, Assistant City Manager for General Government and Operations Support, and Director of Financial Services in Part B of this agenda item. Parts B and C: On November 12, 2013, the City Council approved an ordinance expressing the City's intent to reimburse itself for costs incurred prior to the receipt of the bond proceeds. This agenda item will authorize the issuance of the bonds to reimburse the City for any costs already incurred and to fund the balance of the project. The budget for Mary Rhodes Pipeline, Phase 2 is approximately $161 million. In 2010, the City secured a loan with the Texas Water Development Board in the amount of $8 million for design work on the project. Project construction began in April 2014, and the remaining balance is needed to pay for the project. Estimated completion for the project is summer of 2015. Funding is being recommended through the issuance of City of Corpus Christi Utility System Junior Lien Revenue Improvement Bonds. In an effort to provide the City with the most flexibility, authorization is being requested for the issuance of both fixed rate bonds (Part B) and variable rate bonds (Part C). Consideration is being given to issuing variable rate bonds for about one-third of the issuance for a short-term period of 3 years. Interest rates on short-term variable rate debt are substantially lower than on fixed rate, which will provide the City rate pressure relief. Additionally, issuance of variable rate debt will afford the City time to determine whether or not to lease some of the water flowing through the pipeline to industrial customers. If that were to occur, then the variable rate bonds would be refunded into long-term fixed rate taxable bonds to accommodate "private use" restrictions applicable to tax-exempt debt that could result from any such leases. This would occur at the end of the aforementioned 3-year initial interest rate period. A 30-year amortization period is being recommended for these bonds. Because of the fluctuating conditions in the municipal bond market, our financial advisor has recommended that the City Council delegate to the Mayor, City Manager, Assistant City Manager for General Government and Operations Support, and the Director of Financial Services (i.e., "Authorized Representatives") 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 $155,000,000; and (2) 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 to the Authorized Representatives in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY/ NON-EMERGENCY: n/a DEPARTMENTALCLEARANCES: • Bond Counsel • Legal Department FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - - - - Encumbered/Expended amount of(date) - - -This item - $155,000,000 - $155,000,000 BALANCE - $155,000,000 - $155,000,000 FUND(S): CIP Fund(number to be determined after bond sale) COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the motion and ordinances as presented. LIST OF SUPPORTING DOCUMENTS: Exhibit A — Financial Advisor Fee Schedule Ordinance CITY OF CORPUS CHRISTI, TEXAS ORDINANCE NO. 2014-06-17- Adopted June 17,2014 Authorizing: CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM VARIABLE RATE JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 2014B 40541772.3 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS.............................................................................................................................................................2 SECTION1.1. Definitions.........................................................................................................................................2 ARTICLE II THE BONDS.............................................................................................................................................................16 SECTION2.1. Authorization...................................................................................................................................16 SECTION2.2. Terms...............................................................................................................................................17 SECTION 2.3. Payment of Bonds;Paying Agent/Registrar;Calculation Agent......................................................31 SECTION2.4. Redemption.....................................................................................................................................33 SECTION 2.5. Purchase of Bonds...........................................................................................................................37 SECTION 2.6. Book-Entry-Only System................................................................................................................44 SECTION 2.7. Execution;Registration;Transfer;and Exchange............................................................................45 SECTION 2.8. Initial Bonds....................................................................................................................................46 SECTION 2.9. Bonds Are Negotiable Instruments..................................................................................................47 SECTION 2.10. Cancellation.....................................................................................................................................47 SECTION 2.11. Mutilated,Destroyed,Lost,and Stolen Bonds.................................................................................47 SECTION 2.12. Sale of Bonds;Official Statement Approval;Approval of Purchase Contract.................................48 SECTION 2.13. Application of Bond Proceeds.........................................................................................................48 SECTION 2.14. Control and Custody of Bonds.........................................................................................................49 ARTICLE III FORMS OF BONDS..................................................................................................................................................49 SECTION3.1. Forms Generally..............................................................................................................................49 SECTION 3.2. Form of Definitive Bond..................................................................................................................50 SECTION 3.3. Form of Registration Certificate of Comptroller of Public Accounts...............................................53 SECTION 3.4. Form of Certificate of Paying Agent/Registrar................................................................................54 SECTION 3.5. Form of Assignment........................................................................................................................54 SECTION 3.6. Form of Notice of Demand Privilege,Mandatory Tender,and Liquidity Support...........................55 ARTICLE IV SECURITY AND LIQUIDITY.................................................................................................................................57 SECTION 4.1. Liquidity Facility.............................................................................................................................57 SECTION 4.2. Credit Enhancement.........................................................................................................................60 SECTION 4.3. Pledge of Junior Lien Pledged Revenues.........................................................................................62 SECTION 4.4. Satisfaction of Obligation of City....................................................................................................63 ARTICLE V SYSTEM FUNDS AND ACCOUNTS......................................................................................................................64 SECTION5.1. System Fund....................................................................................................................................64 SECTION 5.2. Bond Fund;Excess Bond Proceeds..................................................................................................65 SECTION5.3. Reserve Fund...................................................................................................................................66 SECTION 5.4. Deficiencies;Excess Net Revenues.................................................................................................67 SECTION5.5. Payment of Bonds............................................................................................................................68 SECTION5.6. Investments......................................................................................................................................68 ARTICLE VI COVENANTS...........................................................................................................................................................68 SECTION 6.1. Application of the Covenants and Agreements of the Priority Bonds..............................................68 SECTION 6.2. Issuance of Additional Priority Bonds,Additional Junior Lien Obligations,Additional Subordinate Lien Obligations,and Additional Inferior Lien Obligations........................................69 SECTION 6.3. Refunding Bonds.............................................................................................................................72 SECTION6.4. Rates and Charges...........................................................................................................................72 SECTION 6.5. Security of Funds.............................................................................................................................73 SECTION 6.6. Remedies in Event of Default..........................................................................................................74 SECTION 6.7. Covenants to Maintain Tax-Exempt Status......................................................................................74 SECTION 6.8. Continuing Disclosure Undertaking.................................................................................................77 ARTICLE VII MISCELLANEOUS..................................................................................................................................................81 SECTION 7.1. Ordinance a Contract;Amendments................................................................................................81 SECTION7.2. Opinion............................................................................................................................................81 SECTION 7.3. CUSIP Numbers..............................................................................................................................81 SECTION7.4. Notices.............................................................................................................................................81 SECTION 7.5. Effect of Headings...........................................................................................................................83 SECTION 7.6. Benefits of Ordinance......................................................................................................................83 SECTION 7.7. Inconsistent Provisions....................................................................................................................83 SECTION7.8. Governing Law................................................................................................................................83 SECTION 7.9. Severability......................................................................................................................................83 -1- TABLE OF CONTENTS (continued) Page SECTION 7.10. Incorporation of Preamble Recitals..................................................................................................83 SECTION 7.11. Public Meeting.................................................................................................................................83 SECTION 7.12. Authorization of Paying Agent/Registrar Agreement......................................................................84 SECTION 7.13. No Recourse Against City Officials.................................................................................................84 SECTION 7.14. Further Action.................................................................................................................................84 SECTION 7.15. Further Procedures...........................................................................................................................84 SECTION 7.16. Unavailability of Authorized Publication.........................................................................................84 SECTION 7.17. No Recourse Against City Officials.................................................................................................85 SECTION 7.18. Automatic Budget Amendments to Reflect Final Debt Service Payments.......................................85 SECTION 7.19. Covenant to Not Issue New Money Additional Priority Bonds.......................................................85 SECTION 7.20. Covenants of Compliance................................................................................................................85 SECTION 7.21. Construction of Terms.....................................................................................................................85 SECTION 7.22. Effective Date..................................................................................................................................85 APPROVAL CERTIFICATE.............................................................................................................................................SCHEDULE I FORM OF PAYING AGENT/REGISTRAR AGREEMENT..............................................................................................EXHIBIT A FORM OF TENDER AGENT AGREEMENT.......................................................................................................................EXHIBIT B FORM OF PURCHASE CONTRACT...................................................................................................................................EXHIBIT C FORM OF LETTER OF REPRESENTATIONS WITH DTC...............................................................................................EXHIBIT D DESCRIPTION OF ANNUAL FINANCIAL INFORMATION............................................................................................EXHIBIT E FORM OF REMARKETING AGREEMENT.........................................................................................................................EXHIBIT f -11- AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM VARIABLE RATE JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 201413" IN AN AMOUNT,WHEN COMBINED WITH OTHER CITY UTILITY SYSTEM REVENUE OBLIGATIONS AUTHORIZED ON THE DATE HEREOF, NOT TO EXCEED $155,000,000; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF BY A JUNIOR AND INFERIOR LIEN ON AND PLEDGE OF THE NET REVENUES OF THE CITY'S UTILITY SYSTEM; 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, REMARKETING AGREEMENT, TENDER AGENT 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 Council (the City Council) of the City of Corpus Christi, Texas (the City) has heretofore issued, and there are currently Outstanding, revenue bonds (the Previously Issued Priority Bonds) secured by a first and prior lien on and pledge of the Net Revenues (as hereinafter defined) of the City's combined utility systems (as further described and defined herein,the System); and WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued Priority Bonds,the City reserved the right to issue revenue bonds on parity with the Priority Bonds (as hereinafter defined); and WHEREAS, the City Council has heretofore issued, and there are currently outstanding, revenue bonds (the Previously Issued Junior Lien Obligations) secured by a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds; and WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued Junior Lien Obligations, the City reserved the right to issue revenue bonds on a parity with the Junior Lien Obligations(as hereinafter defined) from time to time outstanding; and WHEREAS, the City Council has heretofore issued, and there are currently outstanding, obligations supported by a lien on and pledge of the Net Revenues of the System that are inferior to the lien thereon and pledge thereof securing the Priority Bonds and the Junior Lien Obligations but superior to the lien thereon and pledge thereof securing the hereinafter-defined Previously Issued Inferior Lien Obligations (the Previously Issued Subordinate Lien obligations); and WHEREAS, the City Council has heretofore entered into a certain Federal Contract (as hereinafter defined) supported by a lien on and pledge of the Net Revenues of the System inferior to the lien thereon and pledge thereof securing the Priority Bonds, the Junior Lien Obligations, and the 40541772.3 Previously Issued Subordinate Lien Obligations (such Federal Contract, the Previously Issued Inferior Lien Obligations); and WHEREAS, the City Council has determined for the purpose of improving the credit quality of its Junior Lien Obligations, which has become its primary lien for issuing System debt, that it will no longer issue obligations secured by a first and prior lien on and pledge of the Net Revenues of the System, on parity with the lien thereon and pledge thereof securing the Previously Issued Priority Bonds, for new money purposes and, at such time as no Priority Bonds remain outstanding, all System revenue obligations now subordinate and inferior to the Priority Bonds in priority of lien on and pledge of Net Revenues shall be elevated in kind in priority of lien and payment; and WHEREAS, the City Council deems it appropriate and in its best interest to issue the hereinafter authorized revenue bonds, in one or more series, for the primary purpose of acquiring, purchasing, constructing, improving, repairing, extending, enlarging, equipping and renovating the System; and WHEREAS, the City Council hereby finds and determines that, pursuant to the authority provided by Chapter 1371, as amended, Texas Government Code (Chapter 1371),the delegation to each Authorized Official (as hereinafter defined) of the authority to execute an Approval Certificate (as hereinafter defined) relating to each series of bonds issued hereunder (a form of which Approval Certificate is attached hereto as Schedule 1) to establish and approve the final terms of sale of any such series of bonds(within the parameters specified herein)is in the best interest of the City; and WHEREAS, the City is empowered by the provisions of Chapter 1371 and Chapter 1502, as amended, Texas Government Code (together,the Act) and the City's Home Rule Charter to issue revenue bonds in the manner herein contemplated; and WHEREAS, the City intends to utilize the proceeds of the Bonds to finance System improvements that could be used for private purposes that may result in a need to take remedial action for the City to remain compliant with covenants regarding tax-exemption; and WHEREAS, the City hereby finds and determines that upon passage of time during which such need to take remedial action is ascertained (whether affirmatively or negatively), the City anticipates refunding the hereinafter authorized revenue bonds, bearing interest at a variable rate, with long-term fixed rate refunding bonds issued pursuant to Chapter 1207, as amended, Texas Government Code; and WHEREAS, as a result of the foregoing, and as permitted by Section 1371.057(c) of Chapter 1371, for purposes of compliance with certain requirements of the Texas Attorney General's office, the variable rate revenue bonds issued pursuant to this Ordinance are treated as having the intended term and payment schedule of such series of aforementioned refunding bonds; and WHEREAS, the City Council hereby finds and determines that the actions authorized hereby and the adoption of this Ordinance are in the best interest of the residents of the City; and Now, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: 40541772.3 -2- ARTICLE I DEFINITIONS SECTION I.I. Definitions. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise requires, (a)the terms defined in this Section have the meanings assigned to them in this Section, certain terms defined in other sections of and the preamble to this Ordinance have the meanings assigned to them in such sections and preamble, and all such terms include the plural as well as the singular; (b) all references in this Ordinance to designated Sections, Schedules, Exhibits, and other subdivisions are to the designated Sections, Schedules, Exhibits, and other subdivisions of this Ordinance as originally adopted; and (c)the words herein, hereof, and hereunder and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. Accountant means a nationally recognized independent certified public accountant, or an independent firm of certified public accountants. Additional Inferior Lien Obligations means (1)any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, which pledge is subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged to the payment of the Priority Bonds, that is included in Junior Lien Pledged Revenues, that is or will be pledged to the payment of the Subordinate Lien Obligations, and that is on parity with the lien on and pledge of the Net Revenues securing the payment of the then-Outstanding Inferior Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such a subordinate and inferior lien on and pledge of the Net Revenues, as determined by the City Council in accordance with applicable law. Additional Junior Lien Obligations means (1) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Junior Lien Pledged Revenues, such pledge to include a pledge of Net Revenues that is junior and inferior to the lien on and pledge of the Net Revenues that are or will be pledged to the payment of the Priority Bonds now Outstanding or hereafter issued by the City but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of the Subordinate Lien Obligations and Inferior Lien Obligations now Outstanding or hereafter issued by the City, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, as determined by the City Council in accordance with applicable law. Additional Priority Bonds means obligations hereafter issued to refund any of the Previously Issued Priority Bonds if issued in a manner so as to be payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues, as determined by the City Council in accordance with applicable law,and under the terms and conditions provided in Section 6.2A of this Ordinance. Additional Subordinate Lien Obligations means (1) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged to the payment of the Priority Bonds or that is included in Junior Lien Pledged Revenues, but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of the Inferior Lien Obligations now Outstanding or 40541772.3 -3- hereafter issued by the City, and on parity with the lien on and pledge of the Net Revenues securing the payment of the then-Outstanding Subordinate Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such a subordinate and inferior lien on and pledge of the Net Revenues, as determined by the City Council in accordance with applicable law. Applicable Spread means the amount, expressed in basis points,to be added to the SIFMA Index while Bonds are in a SIFMA Index Mode, to determine the SIFMA Index Rate, except when Bonds in a SIFMA Index Mode bear interest at a Stepped Rate as provided in paragraph (e)(ti) of the insert to the Bonds set forth in Section 2.2B. The Applicable Spread for the Interest Periods when the Bonds are in a SIFMA Index Mode shall be evidenced in the Approval Certificate relating to the Bonds in such then- applicable Interest Period. The Applicable Spread for the duration of any Interest Period while the Bonds are in a SIFMA Index Mode shall be as determined by the Remarketing Agent on any Rate Determination Date pursuant to paragraph (6) of Section 2.2E, or pursuant to any function or scale determined by the Remarketing Agent, prior to the first day of such Interest Period, pursuant to paragraph (4) of Section 2.2E. Approval Certificate means a written instrument from time to time executed by an Authorized Official in accordance with Article II. Authorized Officials means any of the Mayor of the City, the City Manager of the City, the Assistant City Manager,the Deputy City Manager, and the City's Director of Financial Services. Average Annual Debt Service Requirements means that average amount which, at the time of computation, will be required to pay the Debt Service Requirements of obligations when due and derived by dividing the total of such Debt Service Requirements by the number of years then remaining before final Stated Maturity. The calculation of Average Annual Debt Service Requirements shall be net of(1) capitalized interest from bond proceeds and (2)the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. Bank Bond means, as of any date, any Bond or portion thereof which has been purchased by a Liquidity Bank pursuant to paragraph (2) of Section 2.5D on or before such date, if on or before such date and subsequent to such purchase (1) such Bond or portion thereof has not been sold by the Holder thereof through the Remarketing Agent against payment of the Purchase Price therefor and (2) the Bank Bondholder of such Bond or portion thereof shall not have declined to sell such Bond or portion thereof on demand of the Remarketing Agent in accordance with the provisions of the applicable Liquidity Facility. Bank Bond Register has the meaning stated in Section 2.3. Bank Bondholder when used with respect to any Bank Bond means the person in whose name such Bank Bond is registered in the Bank Bond Register. Bank Differential when used with respect to any Bank Bond (or portion thereof) as of any date means the difference, if positive, obtained by subtracting (1)interest accrued thereon to such date from the most recent Interest Payment Date to which interest on such Bond (or portion thereof) has been paid or duly provided for at the Daily Rate, Weekly Rate, Commercial Paper Rate, SIFMA Index Rate, or Term Rate applicable thereto from time to time in effect to such date, determined as if such Bond (or 40541772.3 -4- portion thereof) were not a Bank Bond and such interest were not compounded from (2) all interest actually accrued on such Bank Bond (or portion thereof) from such Interest Payment Date to such date. Bank Rate means, for each day of accrual, the rate defined as such in any Liquidity Facility which Liquidity Facility has been accepted by the Tender Agent pursuant to Section 4.1 C, provided that the Paying Agent/Registrar shall have received an Opinion of Counsel to the effect that the accrual of interest on Bank Bonds at such different rate is authorized under Texas law and will not adversely affect any excludability of interest on any Bond from the gross income of the owner thereof for federal income tax purposes. Bankruptcy Code means Title 11, United States Code,as now or hereafter constituted. Bond Fund shall mean the special fund or account created and established by the provisions of Section 5.2. Bonds means the CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM VARIABLE RATE JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 2014B, dated 2014, authorized by this Ordinance. Book-Entry-Only Bond means any Bond registered in the name of the Securities Depository or its nominee. Business Day for the Bonds or portions thereof means any day other than (1) a Saturday or a Sunday, (2)a legal holiday or the equivalent on which banking institutions generally are authorized or required to close in the Place of Payment or in the city in which is located the corporate trust office of the Paying Agent/Registrar or, on or before the first day of the Fixed Mode for such Bonds or portions thereof, the principal office of the Remarketing Agent or, while a Credit Facility is in effect,the office of the Credit Enhancer or of its agent at which drafts or demands for payment under the Credit Facility are to be presented or, while a Liquidity Facility is in effect, the office of any Liquidity Bank thereunder or of its agent at which drafts or demands for payment under the Liquidity Facility are to be presented, or(3)a day on which the New York Stock Exchange is closed. Calculation Agent means a banking institution, financial institution, or other entity selected by the City to serve in such capacity under and to perform the duties described in this Ordinance, which may be the Paying Agent/Registrar or the Remarketing Agent and is, initially,the Paying Agent/Registrar. Calculation Reset Date means, during a SIFMA Index Mode, the day immediately succeeding the SIFMA Determination Date (which shall generally mean each Thursday) or, if such day is not a Business Day,the immediately preceding Business Day(being the SIFMA Determination Date). Capital Additions means a reservoir or other water storage facilities, a water or wastewater treatment plant or an interest therein, an electric generation facility and/or distribution system 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. Capital Improvements means any capital extensions, improvements and betterments to the System other than Capital Additions. City means the City of Corpus Christi, Texas, and, where appropriate, the City Council of the City. 40541772.3 -5- Closing Date means the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchasers. Code means the Internal Revenue Code of 1986, as amended and in force and effect on the Closing Date. Commercial Paper Mode for any Bond or portion thereof means any period of time, determined in accordance with Section 2.2C, during which interest on such Bond or portion thereof(except when a Bank Bond) accrues at the Commercial Paper Rate therefor. Commercial Paper Rate for any Bond or portion thereof has the meaning stated in paragraph of the insert to the Bonds set forth in Section 2.2B,to be determined in accordance with paragraph (3) of Section 2.2E. Credit Agreement means a loan agreement, revolving credit agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance contract, commitments to purchase Debt, purchase or sale agreements, interest rate swap agreements, or commitments or other contracts or agreements authorized, recognized, and approved by the City as a Credit Agreement in connection with the authorization, issuance, security, or payment of any obligation authorized by Chapter 1371, and which includes any Credit Facility or Liquidity Facility. Credit Enhancer means the obligor on the Credit Facility, if any, and such obligor's successors in such capacity and assigns. Credit Enhancer Default means the occurrence and continuance of one or more of the following events: (1)wrongful dishonor of any demand or claim made under a Credit Facility, (2)the issuance, under the applicable laws of any state, of an order of rehabilitation, liquidation, or dissolution of the Credit Enhancer; (3)the commencement by the Credit Enhancer of a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect including, without limitation, the appointment of a Paying Agent/Registrar, receiver, liquidator, custodian, or other similar official for itself or any substantial part of its property; (4)the consent by the Credit Enhancer to any relief referred to in the preceding Clause (3) in an involuntary case or other proceeding commenced against it; (5)the making by the Credit Enhancer of an assignment for the benefit of creditors; (6)the failure of the Credit Enhancer generally to pay its debts or claims when due; or(7)the initiation by the Credit Enhancer of any action to authorize any of the foregoing. Credit Facility means any obligation accepted by the Paying Agent/Registrar pursuant to Section 4.2K and then in effect, if any, including all endorsements, amendments, and extensions thereof. There shall initially be no Credit Facility. Credit Provider means any bank, financial institution, insurance company, surety bond provider, or other institution which provides, executes, issues, or otherwise is a party to or provider of a Credit Agreement or Credit Facility. Daily Mode for any Bond or portion thereof means any period of time, determined in accordance with Section 2.2C, during which interest on such Bond or portion thereof (except when a Bank Bond) accrues at the Daily Rate therefor. 40541772.3 -6- Daily Rate has the meaning stated in paragraph (c) of the insert to the Bonds set forth in Section 2.2B,to be determined in accordance with paragraph (1) of Section 2.2E. Debt means (1) all indebtedness payable from Net Revenues and/or Junior Lien Pledged Revenues incurred or assumed by the City for borrowed money (including indebtedness payable from Net Revenues and/or Junior Lien Pledged Revenues arising under Credit Agreements) and all other financing obligations of the System payable from Net Revenues and/or Junior Lien Pledged Revenues that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; and (2) all other indebtedness payable from Junior Lien Pledged Revenues and/or Net Revenues (other than indebtedness otherwise treated as Debt hereunder) for borrowed money or for the acquisition, construction, or improvement of property or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement, contingent or otherwise,to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to the maturity thereof, there shall have been deposited with the proper depository (a) in trust the necessary funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent with the financial statements of the System in prior Fiscal Years. Debt Service Requirements means, as of any particular date of computation, with respect to any obligations and with respect to any period,the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate,that such obligations bear interest calculated by assuming (1)that the interest rate for every 12-month period on such bonds is equal to the rate of interest reported in the most recently published edition of The Bond Buyer(or its successor) at the time of calculation as the "Revenue Bond Index" or, if such Revenue Bond Index is no longer being maintained by The Bond Buyer(or its successor) at the time of calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid on United States Treasury obligations of like maturity and (ii)that, in the case of bonds not subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas Government Code as the same relates to interim or non- permanent indebtedness, and in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto (in each case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of any Credit Agreement in the form of an interest rate hedge agreement entered into in connection with any such obligations, Debt Service Requirements shall be computed by netting the amounts payable to the City under such hedge agreement from the amounts payable by the City under such hedge agreement and such obligations. Depository means an official depository bank of the City. 40541772.3 -7- DTC Participant means those broker-dealers, banks, and other financial institutions reflected on the books of the Securities Depository. Eligible Bonds has the meaning stated in any Liquidity Facility or, if not defined in such Liquidity Facility, means the Bonds or portions thereof for which the Liquidity Bank is obligated to pay the Purchase Price when such Bonds or portions are tendered or deemed tendered for purchase in accordance with Section 2.5C. Engineer means an individual, firm, or corporation engaged in the engineering profession, being a registered professional engineer under the laws of the State of Texas, having specific experience with respect to a combined municipal utility system similar to the System and such individual, firm, or corporation may be employed by, or may be an employee of,the City. Federal Contract means Contract No. 6-07-01-X0675 entered into by an among the United States of America, the City and the Nueces River Authority, dated June 30, 1976, and amended on June 16, 1980, with respect to the Nueces River Reclamation Project, pursuant to which the City has pledged the revenues of its waterworks system in support of the payment obligations of the City under the Federal Contract, subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of the Priority Bonds, the lien thereon and pledge thereof securing the payment of the Junior Lien Obligations, as a result of such Net Revenues being included as Junior Lien Pledged Revenues, and the lien thereon and pledge thereof securing the payment of the Subordinate Lien Obligations. Fiscal Year means the twelve month accounting period used by the City in connection with the operation of the System, which may be any twelve consecutive month period established by the City, presently being that period commencing on October 1 and ending on the following September 30. Fitch means Fitch Ratings, a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, Fitch shall mean any other nationally recognized securities rating agency designated by the City and acceptable to the Credit Enhancer,if any. Fixed Mode for any Bond or portion thereof means any period of time, determined in accordance with Section 2.2C, during which interest on such Bond or portion thereof accrues at the Fixed Rate therefor. Fixed Rate has the meaning stated in paragraph (i) of the insert to the Bonds set forth in Section 2.2B, determined in accordance with paragraph (5) of Section 2.2E. Government Securities shall mean (1) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (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; (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; or (4) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. 40541772.3 -8- Gross Revenues means 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. Holder or Holders means the registered owner, whose name appears in the Security Register, for any Bond, subject to Section 4.2H. Ineligible Owner of Bonds means (1) the City, (2) any person (whether for-profit or not-for-profit) which controls or is controlled by or is under common control with the City, and (3) any person who owns such Bonds on behalf or for the benefit or account of the City or a person described in the preceding Clause (2). For purposes of this definition, a person controls another person when the first person possesses or exercises, directly or indirectly through one or more other affiliates or related entities, the power to direct the management and policies of the other person, whether through the ownership of voting rights,membership,the power to appoint members,trustees, or directors,by contract, or otherwise. Inferior Lien Obligations means (1)the Previously Issued Inferior Lien Obligations, (2) any Additional Inferior Lien Obligations, and (3) any obligations issued to refund the foregoing payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues, as determined by the City Council in accordance with any applicable law. Initial Bond has the meaning stated in Section 2.8. Interest Mode means any Daily Mode, Weekly Mode, Commercial Paper Mode, SIFMA Index Mode,Term Mode, or Fixed Mode. Interest Payment Date for any Bond or portion thereof means the date specified in such Bond as a fixed date on which interest on such Bond or portion is due and payable. Interest Period for any Bond or portion thereof means the period of time from and including the Closing Date or any Rate Adjustment Date for such Bond or portion thereof, as applicable, to but excluding the next succeeding Rate Adjustment Date for, or the date of Maturity of, such Bond or portion thereof, as applicable. Junior Lien Obligations means (1) the Previously Issued Junior Lien Obligations, (ii) any Additional Junior Lien Obligations, and (iii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations, as determined by the City Council in accordance with applicable law. Junior Lien Pledged Revenues means (1) the Net Revenues that remain after payment of all amounts, and funding of all funds, relating to any Priority Bonds, 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 by the City to the payment of the Bonds, and at the City's discretion, any Additional Junior Lien Obligations, and excluding those revenues excluded from Gross Revenues. 40541772.3 -9- Liquidity Bank means the obligor on the Liquidity Facility, if any, and its successors in such capacity and assigns permitted by the terms thereof. Liquidity Facility means any obligation accepted by the Tender Agent pursuant to Section 4.1 C and then in effect, and any amendments and extensions thereof so accepted. Initially, there shall be no Liquidity Facility. Market Rate means the rate determined on any Rate Determination Date pursuant to paragraph (6) of Section 2.2E. Maturity when used with respect to any Bond means the date on which the principal of such Bond becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration (to the extent acceleration is a permitted remedy) or call for redemption or otherwise,but does not include payment of the portion of the Purchase Price corresponding to principal of such Bond pursuant to Section 2.5. Maximum Rate for any Interest Period for Bonds means the lesser of(a) 15%per annum or (b) the maximum net effective interest rate permitted by law to be paid thereon as provided by Texas Government Code, Section 1204.006, as amended, or the maximum net effective interest rate permitted by applicable law at the time of issuance of the Bonds or the maximum nonusurious rate of interest permitted to be charged by the Liquidity Bank by applicable federal or Texas law (whichever shall permit the higher lawful rate)from time to time in effect. Moody's means Moody's Investors Services, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, Moody's shall be deemed to refer to any other nationally recognized Rating Service designated by the City and acceptable to the Credit Enhancer, if any. Net Revenues means Gross Revenues less Operating Expenses. Operating Expenses means 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, Junior Lien Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, or other Debt of the System. 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. Operating Expenses shall never include any allowance for depreciation, property retirement, depletion, obsolescence, and other items not requiring an outlay of cash and any interest on the Bonds or any Debt. Opinion of Counsel means a written opinion of counsel who may (except as otherwise expressly provided in this Ordinance) be counsel for one or more of the City, the Credit Enhancer, or the Liquidity Bank and, when given with respect to the status of interest on any Bond under federal income tax law, shall be counsel of nationally recognized standing in the field of municipal bond law and, when given with respect to any matter under the Bankruptcy Code, shall be counsel of nationally recognized standing in the field of bankruptcy law. 40541772.3 -10- Ordinance means this ordinance adopted by the City Council. Outstanding means when used in this Ordinance with respect to all Debt means, as of the date of determination, all Debt except: (1) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations for which payment has been duly provided by the City in accordance with the provisions of Section 4.4 by the irrevocable deposit with the Paying Agent/Registrar, or an authorized escrow agent, of money or Government Securities, or both, in the amount necessary to fully pay the principal of, premium, if any, and interest thereon to Maturity;provided that, (a) if such Bonds are to be redeemed, notice of redemption thereof shall have been duly given pursuant to this Ordinance or irrevocably provided to be given to the satisfaction of the Paying Agent/Registrar, or waived, (b) if such Bonds are in a Daily Mode or Weekly Mode, such Bonds are to be redeemed within 30 days after such deposit, and if such Bonds are in a Commercial Paper Mode, SIFMA Index Mode, or Term Mode, such Bonds or portions thereof are to be redeemed on the next Rate Adjustment Date therefor, and (c) unless the interest rate or rates on such Bonds is fixed to the date of stated maturity or early redemption, or the City has assumed that such Bonds shall bear interest at the Maximum Rate to such date or dates of stated maturity or early redemption, the Paying Agent/Registrar shall have received written confirmation from each Rating Agency that no rating assigned by it to the Bonds will be withdrawn or reduced as a result of such Bonds no longer being Outstanding; and (3) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 2.11 of this Ordinance. Paying Agent/Registrar means the financial institution specified in Section 2.3 or its herein permitted successors and assigns. Payment Default has the meaning stated in paragraph (n)(v) of the insert to the Bonds set forth in Section 2.2B. A Payment Default shall exist if it shall have occurred and be continuing. Place of Payment for Bonds means the city in which is located the office designated by the Paying Agent/Registrar at which principal of the Bonds shall be paid at Maturity or earlier redemption. Predecessor Bond has the meaning stated in Section 2.7H. Previously Issued Inferior Lien Obligations means the Federal Contract. Previously Issued Junior Lien Obligations means, as of the Closing Date (1)the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues which includes a lien on and pledge of Net Revenues of the System that is junior and inferior to the lien thereon and pledge thereof securing the Priority Bonds but superior to the lien thereon and pledge thereof securing the Subordinate Lien Obligations and Inferior Lien Obligations, identified as follows: 40541772.3 -11- (1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2012", dated November 15, 2012, in the original principal amount of$69,085,000; (2) "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012", dated November 15, 2012, in the original principal amount of $155,660,000; (3) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2013", dated November 1, 2013, in the original principal amount of$97,930,000; (4) Upon issuance,the Bonds; and (5) Upon issuance,the Series 2014A Bonds. Previously Issued Priority Bonds means, as of the Closing Date (1) the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System, identified as follows: (1) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2003", dated May 15, 2003, in the original principal amount of$28,870,000; (2) "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; (3) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005", dated January 1, 2005, in the original principal amount of$70,390,000; (4) "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; (5) "City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Series 2006", dated October 1, 2006, in the original principal amount of$84,415,000; (6) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2009", dated March 1, 2009, in the original principal amount of$96,490,000; (7) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010", dated March 1, 2010, in the original principal amount of$8,000,000; (8) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Taxable Series 2010 (Direct Subsidy-Build America Bonds)", dated July 1, 2010, in the original principal amount of$60,625,000; (9) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010A", dated July 1, 2010, in the original principal amount of$14,375,000; and (10) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2012", dated April 1,2012, in the original principal amount of$52,500,000. 40541772.3 -12- Previously Issued Subordinate Lien Obligations means the Series 2007 Certificates of Obligation. Priority Bonds means the Previously Issued Priority Bonds and any Additional Priority Bonds hereafter issued, such obligations payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System, as determined by the City Council in accordance with any applicable law. Prudent Utility Practice means 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, 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. Purchase Date, when used with respect to any Bond or portion thereof, means the date upon which the Paying Agent/Registrar is obligated to effect the purchase of such Bond or portion thereof on the terms described in Section 2.5A. Purchase Fund means the fund of the Tender Agent so defined in Section 2.5C. Purchase Price of any Bond (or portion thereof) required to be purchased pursuant to the terms of Section 2.5A means an amount equal to 100% of the principal amount of such Bond (or portion thereof), plus interest, if any, accrued thereon (excluding the Bank Differential, if any, therefor) to the Purchase Date from the most recent Interest Payment Date therefor to which interest thereon has been paid or duly provided for. Purchasers shall mean the initial purchaser of the Bonds named in Section 2.12 of this Ordinance. Rate Adjustment Date for any Bond or portion thereof means (1)each day on which such Bond or portion will, unless a Bank Bond, begin to bear interest at a new Daily Rate, Weekly Rate, Commercial Paper Rate, Term Rate, or Fixed Rate determined in accordance with paragraph (6) of Section 2.2E, whether or not such rate is different from the interest rate previously in effect on the Bonds and (ii) the first Business Day of each Interest Period for such Bond or portion thereof in a SIFMA Index Mode. Rate Determination Date for any Bond or portion thereof means each date on which the Remarketing Agent is,pursuant to paragraph (6) of Section 2.2E, required to make a determination of the Daily Rate,Weekly Rate, Commercial Paper Rate, Term Rate, or Fixed Rate to be borne by such Bond or portion thereof, or the Applicable Spread for the Bonds in a SIFMA Index Mode (or function as the Remarketing Agent when determining the Applicable Spread) to be effective on the first day of an Interest Period for such Bond or portion thereof pursuant to paragraph (4) of Section 2.2E. Rating Service means each nationally recognized securities rating service which at the time has a credit rating assigned to the Bonds. 40541772.3 -13- Record Date has the meaning stated in Section 2.2B. Remarketing Agent means, initially, and, thereafter, the party selected from time to time by the City to serve as the remarketing agent for the Bonds while the Bonds are Outstanding in a Variable Rate Mode pursuant to Section 2.5G. Remarketing Agreement means the Remarketing Agreement, in substantially the form attached hereto as Exhibit G, between the City and the initial Remarketing Agent and any similar agreement hereafter entered into between the City and a subsequent Remarketing Agent pertaining to the Bonds. S&P means Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, S&P shall be deemed to refer to any other nationally recognized securities rating agency designated by the City and acceptable to the Credit Enhancer,if any. Securities Depository means The Depository Trust Company or any successor person appointed by ordinance of the City Council to act as Holder of the Bonds, directly or through a nominee,to maintain a system for recording and transferring beneficial interests in such Bonds and distributing payments thereon and notices in respect thereof. Security Register has the meaning stated in Section 2.3. Series 2007 Certificates of Obligation means the City's "Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007", dated March 1, 2007, in the original principal amount of$6,985,000,being the only series of Subordinate Lien Obligations currently Outstanding. Series 2014A Bonds means the "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2014A" issued by the City concurrently with its issuance of the Bonds but pursuant to a separate City ordinance adopted on June 17, 2014, in an aggregate principal amount(when combined with the principal amount of the Bonds)not to exceed $155,000,000. SIFMA Determination Date means Wednesday of each week or, if Wednesday is not a U.S. Government Securities Business Day,the next succeeding U.S. Government Securities Business Day. SIFMA Index for any day means the level of the most recently effective index rate which is issued weekly and which is compiled from the weekly interest rate resets of tax-exempt variable rate issues included in a database maintained by Municipal Market Data which meet specific criteria established from time to time by the Securities Industry and Financial Markets Association and issued on each SIFMA Determination Date. If such index is no longer published,the SIFMA Index for any day will mean the level of the most recently effective S&P Municipal Bond 7-Day High Grade Rate Index maintained by Standard &Poor's Securities Evaluations Inc. for a 7-day maturity as published on the day which is one U.S. Government Securities Business Day immediately preceding the effective date of such index. The effective date for each such index is every Thursday (or any other day specified by the Securities Industry and Financial Markets Association, in the case of the first such index), or if any Thursday is not a U.S. Government Securities Business Day, the next preceding U.S. Government Securities Business Day. If neither such index is available, the SIFMA Index for a day will be the alternate index for such day identified at the time of conversion of the Bonds or portion thereof to the SIFMA Index Mode. 40541772.3 -14- SIFMA Index Mode for any Bond or portion thereof means any period of time, determined in accordance with Section 2.2C during which interest on such Bond or portion thereof(except when a Bank Bond) accrues at a SIFMA Index Rate therefor. SIFMA Index Rate has the meaning stated in paragraph (e) of the insert to the Bonds set forth in Section 2.2B, determined from time to time by adding the Applicable Spread (determined in accordance with paragraph (4) of Section 2.2E) to the SIFMA Index, as calculated and recalculated by the Calculation Agent (and effective with respect to the Bonds bearing interest in a SIFMA Index Mode and prior to the imposition of any Stepped Rate) on each Calculation Reset Date. Special Payment Date has the meaning stated in Section 2.3. Special Project means, to the extent permitted by law, any water, sewer, wastewater reuse, or municipal drainage system property, improvement, or facility declared by the City, upon the recommendation of the City , not to be part of the System, for which the costs of acquisition, construction, and installation are paid from proceeds of Special Project Bonds (as hereinafter defined) being a financing transaction other than the issuance of bonds payable from ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, and for which all maintenance and operation expenses are payable from sources other than ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, but only to the extent that and for so long as all or any part of the revenues or proceeds of which are or will be pledged to secure the payment or repayment of such costs of acquisition, construction, and installation under such Special Project Bonds. Special Record Date has the meaning stated in Section 2.3. Stated Maturity has the meaning stated in Section 2.2A. Stepped Rate means,with respect to Bonds in a SIFMA Index Mode or a Term Mode,the interest rate applicable to such Bonds upon the conclusion of the then-applicable Interest Period and there has occurred a failed remarketing of all or a portion of the affected Bonds, which Stepped Rate shall be determined by the Purchasers or the Remarketing Agent(as applicable), and agreed upon by the City, and evidenced in the Approval Certificate concerning the Bonds and such then-applicable Interest Period (but shall never exceed the Maximum Rate). Subordinate Lien Obligations means (1)the Previously Issued Subordinate Lien Obligations, (2) any Additional Subordinate Lien Obligations, and (3)any obligations issued to refund the foregoing payable and equally and ratably secured from a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the payment of the Priority Bonds and the Junior Lien Obligations but superior to the lien thereon and pledge thereof securing the payment of the Inferior Lien Obligations, as determined by the City Council in accordance with any applicable law. System means and include, whether now existing or hereinafter added (including additions made from time to time in accordance with the provisions of the City ordinances authorizing the issuance of the Outstanding Priority Bonds), 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 40541772.3 -15- by law,the term System shall not include any waterworks,wastewater or gas facilities which are declared by the City to be a Special Project and not a part of the System and which are hereafter acquired or constructed by the City with the proceeds from the issuance of"Special Project Bonds",which are hereby defined as being special revenue obligations of the City which are not secured by or payable from all or part of the Net Revenues and/or Junior Lien 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 Project Bonds". Tender Agent shall mean, initially, The Bank of New York Mellon Trust Company,N.A., Dallas, Texas, or any successor thereto, being a financial institution performing the duties specified in Section 2.5H. Tender Agent Agreement shall mean the Tender Agent Agreement, dated as of June 17, 2014, between the City and the Tender Agent and in substantially the form attached hereto as Exhibit B, pertaining to the Bonds or any similar agreement entered into from time to time with any successor Tender Agent. Term Mode for any Bond or portion thereof means any period of time, determined in accordance Section 2.2C, during which interest on such Bond or portion thereof(except when a Bank Bond) accrues at the Term Rate therefor. Term Rate for any Bond or portion thereof has the meaning stated in with paragraph (g) of the insert to the Bonds set forth in Section 2.2B, to be determined in accordance with paragraph (S) of Section 2.2E. Untendered Bonds has the meaning stated in Section 2.5F. U.S. Government Securities Business Day means any day except for a Saturday, a Sunday, or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. Variable Rate Mode means the Bonds bearing interest in any interest rate mode other than a Fixed Mode. Weekly Mode for any Bond means any period of time, determined in accordance with Section 2.2C, during which interest on such Bond or portion thereof(except when a Bank Bond) accrues at the Weekly Rate therefor. Weekly Rate has the meaning stated in paragraph (d) of the insert to the Bonds set forth in Section 2.2B,to be determined in accordance with paragraph 2 of Section 2.2E. 40541772.3 -16- ARTICLE II THE BONDS SECTION 2.1. Authorization. Revenue bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO/100 DOLLARS ($ ), to be designated and bear the title of CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM VARIABLE RATE JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 2014B (the Bonds), pursuant to this ordinance adopted by the City Council (the Ordinance) for the purpose of(1) acquiring, purchasing, constructing, improving, repairing, extending, enlarging, equipping and renovating the System and (ii) paying the costs of issuing the Bonds. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the laws of the State of Texas,particularly,the Act,the City's Home Rule Charter, and this Ordinance. As authorized by Chapter 1371, each Authorized Official is 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 rate or rates of interest to be borne on the principal amount of the Bonds, the length of the initial Interest Period (as the same relates to one or more Bonds), or initial Interest Periods (as is the case if the Bonds are structured as one or more term Bonds having initial Interest Periods of different durations and bearing interest at different applicable interest rates during each of such initial Interest Periods), the redemption provisions therefor, the Dated Date therefor, the further designation of the Bonds by series and by year, the identity of the Purchasers (which may include a syndicate of underwriters and the identification by an Authorized Official of the duties of such syndicate members) selected from the City's pool of approved underwriters, and the Stepped Rate (provided that such Stepped Rate shall not exceed the highest lawful rate per annum at such time permitted under applicable law, currently being 15%). Each Authorized Official, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule I evidencing the final terms of the Bonds and the sale date of the Bonds to the Purchasers. The Bonds shall be issued in the principal amount, when combined with the principal amount of the Series 2014A Bonds, not to exceed $155,000,000; the maximum maturity of the Bonds will be [July—], 2054; and (1) with respect to any Bonds delivered (whether initially or by virtue of remarketing) in a SIFMA Index Mode, the Applicable Spread to the SIFMA Index for use in calculating the SIFMA Index Rate that is applicable to such Bonds during any initial Interest Period (as the same may relate to one or more Bonds, as applicable and as determined by an Authorized Official) shall not exceed 200 basis points and (ii) with respect to any Bonds delivered (whether initially or by virtue of remarketing) in a Term Mode, the per annum rate of interest applicable to such Bonds during any initial Interest Period (as the same may relate to one or more Bonds, as applicable and as determined by an Authorized Official) shall not exceed 7.00%. It is further provided, however, that notwithstanding the foregoing provisions, the Bonds shall not be delivered unless prior to delivery,the Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms of sale of the Bonds, as evidenced in the Approval Certificate. 40541772.3 -17- SECTION 2.2. Terms. A. Denominations; Date; Stated Maturity. The Bonds shall be issuable in fully registered form only in denominations of$5,000 or any integral multiple thereof while such Bonds are in a SIFMA Index Mode, Term Mode, or Fixed Mode, and $100,000 or any integral multiple of $5,000 in excess thereof when the Bonds are in a Daily Mode, Weekly Mode, or Commercial Paper Mode. The Bonds shall be dated the date of their authentication and delivery (except for the Initial Bond, as provided in Section 2.8). The Bonds shall become due and payable on [July_, 20_] (herein referred to as the Stated Maturity). B. Interest. The Bonds shall be initially issued in a Term Mode and shall bear interest from the Closing Date (anticipated to occur on or about , 2014) or the other dates, and at the rates and payable on the Interest Payment Dates, described in the following text, which shall be inserted in the Bonds at the place indicated in the form ofBond setforth in Section 3.2: "The interest payable, and punctually paid or duly provided for, on any Interest Payment Date herefor will, as provided in the Ordinance herein referred to, be paid to the person in whose name this Bond (or one or more Predecessor Bonds representing the same debt)is registered at the end of the day on the Record Date for such interest specified herein[, except that the difference (herein referred to as the Bank Differential) between the total of such interest on this Bond or any portion hereof and the amount of such interest accrued thereon at the Daily Rate, Weekly Rate, Commercial Paper Rate, SIFMA Index Rate, or Term Rate (if there then exists a valid and effective Credit Agreement, as defined herein, applicable hereto during the period during which such interest accrued, determined as if this Bond or such portion were not a Bank Bond (as defined in the Ordinance) and such interest were not compounded, will be paid to the person in whose name the beneficial ownership of this Bond or such portion is registered on the Bank Bond Register (as defined in the Ordinance) on the Record Date for such difference].' Any such interest otherwise so payable to the Holder on such Record Date which is not so punctually paid or duly provided for within 30 days of the due date therefor shall forthwith cease to be payable to the Holder on such Record Date, and may be paid to the person in whose name this Bond (or one or more Predecessor Bonds) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Paying Agent/Registrar, notice thereof being given to Bondholders not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in said Ordinance. All such interest shall be payable at the Place of Payment and shall be paid by check or draft mailed to the address of such person specified in the Security Register or pursuant to other arrangements made by (and at the risk and expense of) such person and acceptable to the Paying Agent/Registrar, except that, if the registered owner hereof is the Securities Depository, as defined in the Ordinance referred to herein, and upon the written request of any other Holder of not less than $1,000,000 aggregate principal amount of Bonds provided to such Paying Agent/Registrar not less than 15 days prior to (or, if the Interest Period (hereinafter defined) for this Bond immediately preceding such Interest Payment Date is less than 16 days in duration,then not later than the last Business Day preceding) the relevant Interest Payment Date, interest due on any Interest Payment Date herefor shall be made by federal funds wire transfer to any designated account within the United States of America. "(a) Interest Generally. During the period from and including the first day of each Daily Mode,Weekly Mode, Commercial Paper Mode, SIFMA Index Mode, Term Mode, and Fixed Mode (each herein referred to as an Interest Mode) for this Bond or any portion hereof described below to and . Bracketed phrase may be omitted from any Bond authenticated on or after the first day of the Fixed Mode for such Bond. 40541772.3 -18- excluding the first day of the next Interest Mode therefor designated by the City, the principal of this Bond (or such portion) shall, except when a Bank Bond (as defined in the Ordinance) and subject to the provisions of paragraph (m) below, bear interest at the corresponding Daily Rate, Weekly Rate, Commercial Paper Rate, SIFMA Index Rate, Term Rate, Stepped Rate, or Fixed Rate, respectively, established as described below. Interest accrued hereon (1) at a Daily Rate, Weekly Rate, Commercial Paper Rate, SIFMA Index Rate, Stepped Rate, or Bank Rate shall be computed on the basis of a 365- or 366-day year, as applicable, for actual days elapsed, and (ii) at a Term Rate or Fixed Rate shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest hereon or on any portion hereof shall accrue from and including the later of the Closing Date (with respect to the initial Interest Period) and, thereafter, the Bond Date then-applicable or the most recent Interest Payment Date therefor to which interest has been paid or duly provided for. "(b) Establishment of Interest Modes and Interest Periods. From the Closing Date (with respect to the initial Interest Period) and, thereafter, the Bond Date specified above through the day preceding the first day of any Daily Mode,Weekly Mode, Commercial Paper Mode, SIFMA Index Mode, or Fixed Mode for this Bond or any portion hereof established in accordance with the provisions of the Ordinance,this Bond shall be in a Mode. As provided in the Ordinance and subject to certain conditions therein set forth,the Interest Mode for this Bond or any portion hereof then in effect may, at the election of the City, be changed to a Daily Mode, Weekly Mode, Commercial Paper Mode, SIFMA Index Mode, or Fixed Mode, or to a Term Mode with an Interest Period of different duration from that which applies to the prior Term Mode, on, but only on, (1)a Business Day, if a Daily Mode or Weekly Mode is then in effect therefor, (ii) an Interest Payment Date for interest accrued thereon during a Commercial Paper Mode, and (iii)if a SIFMA Index Mode or a Term Mode is then in effect therefor, then on any Business Day on which this Bond or such portion may be redeemed at the option of the City, if(except in the case of a change between any two of a Daily Mode,Weekly Mode, Commercial Paper Mode, or SIFMA Index Mode or Term Mode with Interest Periods of one year or less) in the Opinion of Counsel of nationally recognized standing in the field of municipal bond law delivered to the City on the day for such change in Interest Mode such change will not adversely affect any exclusion of interest on any Bond from gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. As provided in the Ordinance and subject to certain conditions therein set forth,the duration of each Interest Period during a Commercial Paper Mode for this Bond or any portion hereof shall be determined by the Remarketing Agent for the Bonds not later than the time for determination of the Commercial Paper Rate for such Interest Period. "(c) Daily Rate. On each day during which this Bond or any portion hereof is in a Daily Mode and except as provided in paragraph (m) below, this Bond or such portion will bear interest at the Daily Rate for such day, which shall be the least of (1)the Maximum Rate, (ii)the per annum rate of interest, if any, specified in the Liquidity Facility then in effect under the Ordinance as the rate at which money available to be paid thereunder to pay interest on the Bonds in such Interest Mode has been computed, or (iii) a variable per annum rate of interest equal to the Market Rate therefor determined as hereinafter described by 10:00 a.m., New York, New York time, on such day or, if such day is not a business day for the Remarketing Agent, on the business day for the Remarketing Agent immediately preceding such business day (each such day referred to herein as a Rate Determination Date). Interest accrued on this Bond or any portion hereof while it is in a Daily Mode shall be payable on the first Business Day of each month and on the Business Day immediately succeeding the last day of such Daily Mode, and the Record Date for such interest shall be the immediately preceding day (whether or not a Business Day) and in the case of Bank Bonds (as defined in the Ordinance) as provided in paragraph (m) below. 40541772.3 -19- "(d) Weekly Rate. On each day during which this Bond or any portion hereof is in a Weekly Mode and except as provided in paragraph (m) below,this Bond or such portion shall bear interest at the Weekly Rate, which shall be the least of(1)the Maximum Rate, (ii)the per annum rate of interest, if any, specified in the Liquidity Facility then in effect under the Ordinance as the rate at which money available to be drawn thereunder to pay interest on the Bonds in such Interest Mode has been computed, or(iii)the variable per annum rate of interest established on or before such day in accordance with the provisions of this paragraph (d) for the one-week period commencing on the Thursday on or before the day of accrual and ending on the Wednesday on or succeeding such day of accrual. Such variable rate is a per annum rate of interest equal to the Market Rate therefor determined as hereinafter described by 4:00 p.m., New York, New York time on the last business day for the Remarketing Agent before the commencement of such Weekly Mode and before each succeeding Thursday (or on such Thursday, if it is such a business day and the preceding day is not such a business day, or on such other day as may be specified by such Remarketing Agent after notice to the City and the Bondholders) thereafter (each such day referred to herein as a Rate Determination Date). Interest accrued on this Bond or any portion hereof while it is in a Weekly Mode shall be payable on the first Business Day of each month and on the Business Day immediately succeeding the last day of such Weekly Mode, and the Record Date for such interest shall be the immediately preceding day (whether or not a Business Day) and in the case of Bank Bonds (as defined in the Ordinance) as provided in paragraph (m)below. "(e) SIFMA Index Rate. On each day during an Interest Period during which this Bond or any portion hereof is in a SIFMA Index Mode (and except as provided in paragraph (m) below), this Bond or such portion will bear interest at the SIFMA Index Rate, which shall be the lesser of (1) the Maximum Rate per annum, (ii) if there then exists a Liquidity Facility relating to the Bonds and such Liquidity Facility extends for the term of such Interest Period, the per annum rate of interest, if any, specified in the Liquidity Facility as the rate at which money available to be drawn thereunder to pay interest on the Bonds in such SIFMA Index Mode has been computed, or(iii) as applicable: (1) Normal Rate: except as provided in Clause (ii) of this paragraph,the Applicable Spread for such SIFMA Index Period plus the SIFMA Index for such day, in either case, rounded upward to the fifth decimal place, as calculated and recalculated by the Calculation Agent and effective with respect to this Bond on each Calculation Reset Date; (2) Stepped Rate: a per annum rate, determined in accordance with paragraph (k), following each Interest Period, until the Purchase Price of such Bond or such portion has been paid to the Holder on or after the Business Day immediately succeeding such Interest Period (as further described and provided in paragraph (h)). The Applicable Spread to be used to calculate the Normal Rate shall be the Applicable Spread identified in the Approval Certificate relating to the Bonds in the initial or subsequent Interest Period, as applicable, referred to in the Ordinance, initially applicable or as most recently determined as described in paragraph (j) on (A) any date designated by the Remarketing Agent which is not more than 35 days preceding nor later than the last business day for such Remarketing Agent preceding such Interest Period and (B) if there are any Bank Bonds (as defined in the Ordinance) in such SIFMA Index Mode at the close of business on the first day of such Interest Period, again on any later date in such Interest Period specified in the Ordinance until there are no Bank Bonds in such SIFMA Index Mode during such Interest Period (each such date herein referred to as a Rate Determination Date). Interest accrued on this Bond or any portion hereof while it is in a SIFMA Index Mode shall be payable on the first Business Day of each month and on the Business Day immediately succeeding the last day of each Interest Period, and the Record Date for such interest shall be the immediately preceding day (whether or not a Business Day), and in the case of Bank Bonds, (as defined in the Ordinance) as provided in paragraph (m) below. 40541772.3 -20- "(f) Commercial Paper Rate. On each day during each Interest Period (established in accordance with the provisions of the Ordinance) during which this Bond or any portion hereof is in a Commercial Paper Mode and except as provided in paragraph (m) below,this Bond or such portion will bear interest at the Commercial Paper Rate therefor, which shall be the least of(1)the Maximum Rate per annum, (ii)the per annum rate of interest, if any, specified in the Liquidity Facility as the rate at which money available to be drawn thereunder to pay interest on the Bonds in such Interest Mode has been computed, or (iii)the fixed per annum rate of interest equal to the Market Rate therefor determined as hereinafter described by 12:30 p.m., New York, New York time, on or before the first business day for the Remarketing Agent in such Interest Period (herein referred to as a Rate Determination Date). Interest accrued on this Bond or any portion hereof during each such Interest Period shall be payable on the first Business Day following such Interest Period, the Record Date for which shall be the immediately preceding day (whether or not a Business Day), and in the case of Bank Bonds (as defined in the Ordinance) as provided in paragraph (m)below. "(g) Term Rate. On each day during the initial Interest Period and on each subsequent Interest Period (established in accordance with the provisions of the Ordinance) during which this Bond or any portion hereof is in a Term Mode and except as provided in paragraph (m) below (as applicable), this Bond or such portion will bear interest at the Term Rate therefor, which shall be the least of(1) the Maximum Rate per annum, (ii)if there then exists a Liquidity Facility relating to the Bonds and such Liquidity Facility extends for the term of such Interest Period, the per annum rate of interest, if any, specified in the Liquidity Facility as the rate at which money available to be drawn thereunder to pay interest on the Bonds in such Term Mode has been computed, or (iii) the fixed per annum rate of interest equal to the Market Rate therefor most recently determined as hereinafter described on (A) any date designated by the Remarketing Agent which is not more than 35 days preceding nor later than the last business day for such Remarketing Agent preceding such Interest Period and (B) if there are any Bank Bonds (as defined in the Ordinance) in such Term Mode at the close of business on the first day of such Interest Period, again on any later date in such Interest Period specified in the Ordinance until there are no Bank Bonds in such Term Mode during such Interest Period (each such date herein referred to as a Rate Determination Date). Interest accrued on this Bond or any portion hereof during any Interest Period while it is in a Term Mode shall be payable semiannually on each [July and [January_] and on the day immediately following the last day of such Interest Mode, and the Record Date for interest paid on each such Interest Payment Date shall be the [fifteenth day] of the month next preceding such Interest Payment Date or the first day of such Term Mode, whichever is later, and in the case of Bank Bonds as provided in paragraph (m)below. "(h) Stepped Rate. In the event that this Bond is issued and Outstanding in a SIFMA Index Mode or a Term Mode and the City has not obtained, or otherwise at such time does not maintain, a Liquidity Facility with respect thereto, and the Remarketing Agent is unable to remarket this Bonds to new holders in a new Interest Period on the scheduled date of mandatory tender as specified in the Ordinance, the City shall have no obligation to purchase this Bond tendered on such date, the failed conversion and remarketing shall not constitute an Event of Default under the Ordinance or this Bond,the mandatory tender will be deemed to have been rescinded for that date with respect to this Bond subject to such failed remarketing only, and such Bond shall bear interest from such tender date at the Stepped Rate. While bearing interest at the Stepped Rate, this Bond (1) will continue to be Outstanding, (ii) will be purchased at the Purchase Price upon the availability of funds to be received from the subsequent remarketing of this Bond, (iii) will be subject to redemption and mandatory tender for purchase on any date upon which a conversion occurs (which shall occur at the City's discretion upon delivery of at least one day's notice to the holders hereof), and (iv) will be deemed to continue in a SIFMA Index Mode or a Term Mode, as applicable, for all other purposes under the Ordinance (including terms relating to timing 40541772.3 -21- of interest payments), though bearing interest during such time at the Stepped Rate until remarketed or redeemed in accordance with the terms of the Ordinance. "(i) Fixed Rate. After the Interest Mode for this Bond or any portion hereof has been converted to the Fixed Mode, this Bond or such portion (or, at the option of the City, the portion hereof then selected for redemption in each year in accordance with the Ordinance) shall bear interest from the date of conversion to Maturity (herein referred to as an Interest Period) at the Fixed Rate therefor, which shall be a fixed per annum rate equal to the lesser of(1) Maximum Rate per annum or(ii)the Market Rate therefor determined as hereinafter described on any date designated by the Remarketing Agent which is not more than 35 days preceding nor later than the last business day for the Remarketing Agent preceding such Fixed Mode (herein referred to as a Rate Determination Date). Interest accrued on this Bond or such portion while it is in the Fixed Mode shall be payable semiannually on each [July 1 and [January _],the Record Date for which shall be the [fifteenth day] of the preceding month or the first day of such Fixed Mode,whichever is later. "(j) Determination of Market Rates and Applicable Spread. The Applicable Spread for this Bond for the initial Interest Period commencing on the Closing Date shall be the Applicable Spread specified in the Approval Certificate relating to the Bonds in their initial Interest Period referred to in the Ordinance. The Market Rate or Applicable Spread for this Bond or any portion hereof determined on each Rate Determination Date therefor subsequent to such Bond Date shall be, as applicable, the Applicable Spread or the minimum per annum rate of interest determined by the Remarketing Agent in accordance with the provisions of the Ordinance to be necessary to produce a bid for this Bond or such portion equal to at least 100% of the principal amount thereof plus interest, if any (other than Bank Differential), thereon accrued from the Closing Date or the Bond Date specified above, as applicable, or the most recent Interest Payment Date therefor to which interest thereon has been paid or duly provided for on or after such Interest Payment Date. If for any reason, other than a failed remarketing when this Bond is subject to a Stepped Rate, no Remarketing Agent for the Bonds shall have been appointed and be acting under the Ordinance on any Rate Determination Date, the Remarketing Agent fails to perform under the terms of a Remarketing Agreement that specifies that such remarketing constitutes a firm financial arrangement of the Remarketing Agent, the Remarketing Agent fails to determine the Applicable Spread or Market Rate, as applicable, for this Bond or any portion hereof on such Rate Determination Date, or any Applicable Spread or Market Rate, as applicable,therefor determined by the Remarketing Agent on such Rate Determination Date is determined by a court of competent jurisdiction to be invalid or unenforceable, the (1) Applicable Spread shall be the Applicable Spread from the immediately succeeding Interest Period (assuming the Bonds during such Interest Period were in a SIFMA Index Mode), and (ii)Market Rate to be determined on such Rate Determination Date shall be, if the Interest Period during which such Market Rate is to be in effect is (1) greater than one-half year, the percentage of"The 11-Bond Municipal Bond Index" most recently published by The Bond Buyer or any successor publication set forth below under the longest period specified which does not exceed the duration of such Interest Period: Interest Period equal to or longer than (in years): 15 13 10 7 5 2 1/2 100% 97% 93% 86% 80% 70% 65% and (2)equal to or less than one-half year,the SIFMA Index;provided that, if either such index ceases to be published, it shall be replaced for the foregoing purposes by the most comparable published index designated by the City. 40541772.3 -22- "(k) Determination of Stepped Rate. The "Stepped Rate" identified in paragraph (e)(ii) of this Bond applicable to Bonds bearing interest at a Term Rate during the initial Interest Period shall be the per annum rate of interest specified in the Approval Certificate relating to the Bonds in their initial Interest Period referred to in the Ordinance. Such Stepped Rate for this Bond applicable to Bonds bearing interest at a SIFMA Index Rate or a Term Rate during Interest Periods subsequent to the initial Interest Period shall be the per annum rate of interest specified in the applicable Approval Certificate or Conversion Ordinance executed by a City representative in connection with the remarketing of such Bonds into the then-applicable Interest Period in accordance with the provisions, and subject to the limitations, of the Ordinance (and if not so specified, shall be the Stepped Rate applicable to the Bonds during the immediately preceding Interest Period). "(1) Notice of Interest Rates. The Paying Agent/Registrar is required to give notice of each change in Interest Mode for this Bond or any portion hereof and of each change in the duration of the Interest Period for a SIFMA Index Mode or a Term Mode for this Bond or any portion thereof to the Holder hereof by mail, first-class postage prepaid, not less than 5 days if this Bond or such portion is bearing interest at a Stepped Rate; not less than 20 days, if this Bond or such portion is in a Daily Mode or Weekly Mode; not less than 30 days, if this Bond or such portion is in any other Interest Mode; and in any case, not more than 60 days prior to the day such change becomes effective. Each Daily Rate, Weekly Rate, and Commercial Paper Rate hereon or any portion hereof and the duration of each Interest Period within a Commercial Paper Mode for this Bond or any portion hereof may be ascertained by telephoning the Remarketing Agent; the SIFMA Index Rate from time to time in effect shall be available from the Paying Agent/Registrar, as reported thereto by the Calculation Agent as of each Calculation Reset Date; and each then applicable Term Rate, Fixed Rate, and Stepped Rate shall be as stated on this Bond or in the then-applicable Approval Certificate, as applicable, and available from the Paying Agent/Registrar. "(m) Bank Bonds. For each day on which any portion hereof is a Bank Bond,the principal of such portion shall bear interest(and accrued interest thereon included in the Purchase Price therefor when such Bond or portion became a Bank Bond shall compound and bear interest until paid) at the Bank Rate (as defined in the Ordinance). Interest accrued during any Interest Mode which is evidenced by any portion of this Bond which is a Bank Bond shall be payable on each Interest Payment Date for such Interest Mode described above and, for interest accrued in a Commercial Paper Mode or Term Mode, on the first Business Day of each month, and, for the payment of Bank Differential only, on the day on which such Bank Bond ceases to be a Bank Bond, and the Record Date for the payment of interest on such latter two Interest Payment Dates shall be the day immediately preceding such Interest Payment Date. "(n) Definitions. As used herein: "(i) Applicable Spread, for any day in an Interest Period in which this Bond bears interest in a SIFMA Index Mode, has the meaning specified in paragraph (j) (and which shall be specified in the Conversion Ordinance or subsequently-executed Approval Certificate relating to the Bonds in such subsequent Interest Periods (if any)); each day for determination (or any scale or function for determination) prior to each such subsequent Interest Period in a SIFMA Index Mode in accordance with the Ordinance being a Rate Determination Date; "(ii) Business Day for this Bond or any portion hereof means any day other than(A) a Saturday or a Sunday, (B) a legal holiday or the equivalent on which banking institutions generally are authorized or required to close in the Place of Payment therefor or in the city in which is located (1)the corporate trust office of the Paying Agent/Registrar for the Bonds or, (11) if and while a Credit Facility referred to in the Ordinance is at any time in force and in effect,the 40541772.3 -23- office of the obligor thereon or of its agent at which drafts or demands for payment under such Credit Facility are to be presented or, (III) if and while any Liquidity Facility for the Bonds is at any time in force and in effect, the office of any Liquidity Bank referred to in such Notice or of its agent at which drafts or demands for payment under such Liquidity Facility are to be presented, or(C) a day on which the New York Stock Exchange is closed; "(iii) Interest Period for any Bond or portion thereof means the period from and including the initial issuance of the Bonds or any Rate Adjustment Date for such Bond or portion thereof to but excluding the next succeeding Rate Adjustment Date for or the Maturity of such Bond (the initial Interest Period for the Bonds extending from and including the Closing Date (anticipated to occur on or about 2014)but excluding the first Business Day on or after[July_, 20_]); "(iv) Market Day means a day other than a Saturday, Sunday, or other day on which the New York Stock Exchange or banks generally are authorized to close in New York, New York, or Corpus Christi,Texas; "(v) Payment Default means a default in the payment of principal of or interest on any Bond when due, provided that, if a Credit Facility is then in effect under the Ordinance, the obligor on such Credit Facility is also then in default thereunder; "(vi) Rate Adjustment Date for this Bond or any portion hereof means the first day on which each Daily Rate, Weekly Rate, Commercial Paper Rate, Term Rate, and Fixed Rate thereon shall become effective and the first Business Day of each Interest Period for this Bond or any portion hereof which is in a SIFMA Index Mode; "(vii) SIFMA Index has the meaning stated in the Ordinance. Terms defined in the Notice of Demand Privilege, Mandatory Tender, and Liquidity Support appearing hereon have the meanings described in such notice. "(o) Usury Savings Clause. Notwithstanding anything herein or in the Ordinance to the contrary, however, in no event shall the aggregate of the interest on the Bonds (including Bank Bonds) plus any other amounts paid in connection therewith which are deemed "interest" under the laws of the State of Texas and the United States of America in effect on the Bond Date specified above permitting the charging and collecting of the highest non-usurious interest rate on the Bonds (hereinafter referred to as Applicable Law) ever exceed the Maximum Rate, being the maximum amount of interest which could be lawfully charged and paid on the Bonds under Applicable Law, and if any amount of interest taken or received by the Holder hereof shall be in excess of the maximum amount of interest which, under Applicable Law, could lawfully have been collected and paid hereon, then the excess shall be deemed to have been the result of a mathematical error by the City,the Paying Agent/Registrar, and such Holder and shall be refunded promptly to the Paying Agent/Registrar for the account of the City. All amounts paid or agreed to be paid in connection with the indebtedness evidenced by the Bonds which under Applicable Law would be deemed"interest" shall,to the extent permitted by Applicable Law,be amortized,prorated, allocated, and spread throughout the full term of the Bonds." and the phrase "Adjustable"shall be inserted under the caption "Interest Rate"immediately below the title of the Bonds as indicated in Section 3.2. 40541772.3 -24- In lieu of the foregoing text, the following paragraphs may be inserted at the place indicated in Section 3.2 for the Bonds authenticated on or after the first day of the Fixed Mode therefor: "This Bond bears interest from the later of [insert first day of Fixed Mode] or the most recent interest payment date to which interest hereon has been paid or duly provided for, at the per annum Interest Rate specified above (computed on the basis of a 360-day year comprised of twelve 30-day months), payable semiannually on each [July ] and [January _], and the Record Date therefor is the [fifteenth day] (whether or not a business day) of the preceding month. "The interest payable, and punctually paid or duly provided for, on any Interest Payment Date herefor will, as provided in the Ordinance herein referred to, be paid to the person in whose name this Bond (or one or more Predecessor Bonds representing the same debt)is registered at the end of the day on the Record Date for such interest specified herein. Any such interest otherwise so payable to the Holder on such Record Date which is not so punctually paid or duly provided for 30 days shall forthwith cease to be payable to the Holder on such Record Date, and may be paid to the person in whose name this Bond (or one or more Predecessor Bonds) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Paying Agent/Registrar, notice thereof being given to Bondholders not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Ordinance. All such interest shall be payable at the Place of Payment and shall be paid (i)by check sent by United States Mail, first-class postage prepaid,by the Paying Agent/Registrar to the address of such person appearing in the Security Register, (ii) if this Bond is registered to the Securities Depository and otherwise at the option of the Holder thereof(if the Holder of not less than $1,000,000 principal amount of Bonds) exercised by written notice delivered to the Paying Agent/Registrar not less than 15 days prior to the relevant Record Date therefor, by Federal Funds wire to any designated account within the United States of America, or (iii)by such other method, acceptable to the Paying Agent/Registrar, requested in writing by such person at such person's risk and expense. and the Fixed Rate thereon for such Fixed Mode shall be inserted under the caption "Interest Rate" immediately below the title of such Bond as indicated in Section 3.2. C. Determination of Interest Modes. The City may change the Interest Mode for the Bonds or any portion thereof to a different Interest Mode or to a Term Mode with an Interest Period of different duration (and, if such new Interest Mode is a Term Mode, designate the duration of the Interest Period therefor) by a written instrument herein described delivered to the Paying Agent/Registrar and the Tender Agent and all of the Remarketing Agent, the Credit Enhancer (if any), and the Liquidity Bank (if any) at such time in place and acting in such respective capacity, not less than 45 days prior to such change and specifying: (1) Affected Bonds: the current Interest Mode and Interest Periods, and the respective principal amounts of each,with respect to which such designation is being made, (2) Effective Date: the first day of the newly designated Interest Mode or Interest Period, which shall be (a) if the Interest Mode then in effect for the Bonds or portions thereof to be changed is a Daily Mode or a Weekly Mode, a Business Day therefor, (b) if a SIFMA Index Mode or a Term Mode for the Bonds or portions thereof to be changed is then in effect, any Business Day on which such Bonds or portions may be redeemed at the option of the City pursuant to Section 2.4A(2), (5), (6), or (7), and (c)if the Interest Mode then in effect for the Bonds or portions thereof to be changed is a Commercial Paper Mode, the last Interest Payment 40541772.3 -25- Date for all Interest Periods for the Bonds or portions thereof to be changed then in effect or any Business Day therefor thereafter, (3) Designation: that the City has determined that, effective on such day, a Daily Mode, Weekly Mode, Commercial Paper Mode, SIFMA Index Mode, Term Mode, successive SIFMA Index Mode with an Interest Period of different duration, or Fixed Mode, as the case may be, shall take effect for such Bonds or portions thereof, and (4) Interest Period: if the designated Interest Mode is a SIFMA Index Mode or a Term Mode,the duration of such applicable Interest Period. Unless such written instrument specifies a change from a SIFMA Index Mode or a Term Mode during which there is not in force and effect a Liquidity Facility to one requiring acquisition of a Credit Agreement, it may be in the form of an Approval Certificate, if such Approval Certificate is compliant with parameters under which an Approval Certificate may be executed that are consistent with those specified in Section 2.1 (with the Applicable Spread or Market Rate, as applicable, established pursuant to paragraph (j) of Section 2.2B). Any such written instrument may also (and with respect to the conversion excepted above shall be) in the form of an ordinance (the Conversion Ordinance) enacted by the City Council. Upon delivery of such Approval Certificate or Conversion Ordinance, the Interest Mode or Interest Period for such Bonds or portions shall, subject to the other provisions of this subsection, be automatically converted on the day specified in such Approval Certificate or Conversion Ordinance to the Interest Mode or Interest Period specified therein without any further act, unless the Paying Agent/Registrar and Tender Agent shall have received, prior to the mailing of notice thereof, the Approval Certificate or Conversion Ordinance, as applicable, electing not to effect such conversion. The City or the Authorized Official shall, provided any or all of such parties then exist, promptly notify the Remarketing Agent,the Credit Enhancer, and the Liquidity Bank for the affected Bonds,in writing, of the conversion of the Bonds or portions thereof to a new Interest Mode or Interest Period. No change to any Interest Mode for the Bonds or portion thereof, or in the Interest Period for any SIFMA Index Mode or Term Mode for the Bonds or portion thereof, shall become effective unless: (1) Opinion of Counsel: unless such change is between any two of a Daily Mode, Weekly Mode, Commercial Paper Mode, or SIFMA Index Mode or Term Mode with Interest Periods of one year or less,there is delivered to the Paying Agent/Registrar, Remarketing Agent, the Credit Enhancer (if any), and the Liquidity Bank (if any) on the first day of such Interest Mode or Interest Period an Opinion of Counsel to the effect that such change in the Interest Mode or Interest Period will not adversely affect any exclusion of interest on any Bond from the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes and is authorized by applicable Texas law, and (2) Remarketing Agent: the initial Remarketing Agent shall continue to then serve in such capacity or appointment of a replacement Remarketing Agent shall have been made (or authority to so appoint having been delegated to a designated City official) in the Conversion Ordinance (which may specify that the obligation of the Remarketing Agent thereunder represent a firm financial arrangement and/or commitment of such Remarketing Agent) has been entered into by such substitute Remarketing Agent and the City, and 40541772.3 -26- (3) Liquidity Support: if the Interest Mode for the then-expiring Interest Period is a SIFMA Index Mode or a Term Mode with respect to which there exists no Liquidity Facility and the Interest Mode to be applicable to the Interest Period into which the Bonds are being remarketed is not such a SIFMA Index Mode or Term Mode or is a Fixed Mode, then the City shall have delivered to the Tender Agent a binding commitment from a nationally recognized investment banking firm, insurance company, or bank to serve as the Liquidity Bank for such Bonds pursuant to a Liquidity Facility in accordance with Section 4.1 C, and (4) Settlement: by 12:30 p.m., New York, New York time, on the date of such change, the Tender Agent (or, if such Bonds or portions have been purchased prior to such time on such date by the Liquidity Bank,the Liquidity Bank) shall have received the Purchase Price of all Bonds or portions thereof tendered or deemed tendered for purchase on such date in accordance with Section 25A(3)(b), and (5) Credit Enhancer Consent: the Paying Agent/Registrar shall have received the written consent of any then-acting Credit Enhancer to such change to the extent such consent is required therefrom. If, after notice to any person of any change in the Interest Mode or Interest Period for any Bond or portion thereof, such change may not be effected on the date specified therefor because of any failure to satisfy the conditions of this Section, then (a)the Interest Mode for such Bond or portion shall automatically remain in or change to the Weekly Mode on such date, if(1)the preceding Interest Mode for such Bond or portion was a Daily Mode,Weekly Mode, or Commercial Paper Mode or(ii)in the Opinion of Counsel such change will not adversely affect any exclusion of interest on any Bond from the gross income of the owner thereof for federal income tax purposes, and(b) otherwise the Interest Mode (and the Interest Period of any SIFMA Index Mode (and the Applicable Spread relating thereto) or Term Mode) then in effect for such Bond or portion shall remain unchanged and, except for the mandatory tender thereof required by Section 25A(3)(b), the Holder of such Bond or portion and all other persons shall be restored to their original positions to the same extent as if the Approval Certificate or Conversion Ordinance specifying such change had not been given pursuant to this Section. Notwithstanding the foregoing, a failure to remarket Bonds in a SIFMA Index Mode or a Term Mode for a reason other than those provided above, then such Bonds shall remain in a SIFMA Index Mode or a Term Mode, as applicable,bearing interest at the Stepped Rate, as heretofore described. D. Duration of Interest Modes and Interest Periods. (1) Interest Modes. Each Interest Mode for any Bond or portion thereof, other than the Fixed Mode, shall extend through the day prior to the effective date of any other Interest Mode therefor established in accordance with this Section. Any Fixed Mode for any Bond or portion thereof shall extend to the Stated Maturity of such Bond. (2) Interest Periods Generally. No Interest Period for any Bond (or portion thereof) during a Commercial Paper Mode, Term Mode, or SIFMA Index Mode therefor shall extend beyond (a)the fourth Business Day prior to any then known date for release of the Liquidity Facility then in effect for the Bonds pursuant to Section 4.IB(2) or (b)the day prior to the effective date of any other Interest Mode to become effective for such Bonds or portion pursuant to any prior Approval Certificate or Conversion Ordinance given in accordance with this Section 2.2. If a Liquidity Facility is in effect, then no such Interest Period on any Bond shall cause the amount described in Section 2.5C to exceed the coverage then afforded by such Liquidity Facility. 40541772.3 -27- (3) Interest Periods During Commercial Paper Mode. The Interest Period for each Bond (or portion thereof) during a Commercial Paper Mode therefor shall be the period determined by the Remarketing Agent for the Bonds, on the Rate Adjustment Date therefor,to be the Interest Period which, in its judgment, will produce the greatest likelihood of the lowest overall debt service costs on the Bonds prior to the Maturity thereof,provided that, if the Paying Agent/Registrar (or the Liquidity Bank, if such Bond or portion thereof has been sooner purchased on such day by the Liquidity Bank) shall not have received the Purchase Price for such Bond or portion by 12:00 noon, New York, New York time, on the first day of such Interest Period, such Interest Period shall extend through the day preceding the next Business Day for such Bond or portion. The Remarketing Agent may determine different Interest Periods for different Bonds (or portions thereof) on the same Rate Adjustment Date. Each Interest Period for any Bond (or portion thereof) while in a Commercial Paper Mode shall commence on the first day of such Interest Mode for such Bond or portion or on the day immediately succeeding the immediately preceding Interest Period for such Bond or portion during such Commercial Paper Mode, shall end on a day preceding a Business Day for such Bond or portion, and shall be not less than one nor more than 270 days in length. No such Interest Period on any Bond or portion thereof shall cause the aggregate interest due on all Bonds and portions thereof(other than Bonds or portions thereof in a Fixed Mode) on the next Interest Payment Date therefor to exceed the coverage then afforded by the Liquidity Facility. No Interest Period for any Bond or portion thereof shall end later than the day preceding any redemption date for the Bonds in the Commercial Paper Mode described in Section 2.4A, unless the principal amount of Bonds in the Commercial Paper Mode with an Interest Period which ends on or prior to such preceding day is at least equal to the principal amount of Bonds and Interest Mode to be redeemed on such redemption date pursuant to Section 2.4A. (4) Interest Periods During SIFMA Index Modes and Term Modes. Each Interest Period for any Bond or portion thereof which is in a SIFMA Index Mode or a Term Mode shall commence on the first day of such SIFMA Index Mode or Term Mode or on the day immediately succeeding the immediately preceding Interest Period for such Bond or portion during such SIFMA Index Mode or Term Mode. The Interest Period in each SIFMA Index Mode shall extend to (but exclude) the [July 1 specified in the Approval Certificate or the Conversion Ordinance designating such Interest Mode pursuant to this Section 2.2 which occurs at least one year after the effective date of such Interest Mode. Each successive Interest Period during such SIFMA Index Mode or Term Mode shall extend to (but exclude) (a)each anniversary of such date, if both (1)the City has never elected to change the Interest Mode or Interest Period applicable to such SIFMA Index Mode or Term Mode pursuant to Subdivision C of this Section 2.2 and (ii)either no change to the terms of the Bonds, Credit Facility (if any), or Liquidity Facility (if any)is made in connection with such Interest Period or there is delivered to the Paying Agent/Registrar an Opinion of Counsel to the effect that the change to such Interest Period will not adversely affect any exclusion of interest on any Bond from the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes, or(b)if such conditions are not met, the anniversary of such specified date which occurs the same number of 12-month periods after the first day of such Interest Period as the number of 12-month periods or portions thereof during the initial Interest Period for the Bonds (or portions thereof) in such Term Mode, unless changed by the Approval Certificate or the Conversion Ordinance pursuant to this Section 2.2. E. Determination of Interest Rates or Applicable Spread by Remarketing Agent. (1) Daily Rate. During each Daily Mode for the Bonds (or any portion thereof), by 10:00 a.m., New York, New York time, on each business day for the Remarketing Agent for the 40541772.3 -28- Bonds, the Remarketing Agent shall determine the Daily Rate for such Bonds or portion by determining, in the manner described in Subdivision E(6) of this Section 2.2, the Market Rate therefor on such day. (2) Weekly Rate. During each Weekly Mode for the Bonds (or any portion thereof), by 4:00 p.m., New York, New York time, on the last business day for the Remarketing Agent on or before the commencement of such Weekly Mode and on or before each succeeding Wednesday (or on such Wednesday, if it is such a business day and the preceding day is not such a business day, or on such other day as may be specified by the Remarketing Agent after notice to the City and the Bondholders affected thereby) thereafter during such Weekly Mode, the Remarketing Agent shall set the Weekly Rate for such Bonds or portion by determining, in the manner described in Subdivision E(6) of this Section 2.2,the Market Rate therefor on such day. (3) Commercial Paper Rate. By not later than 12:30 p.m., New York, New York time, on or before the first business day for the Remarketing Agent in each Interest Period for each Bond (or portion thereof) which is in a Commercial Paper Mode, the Remarketing Agent shall designate the Commercial Paper Rate on such Bond or portion for such Interest Period, in each case by determining, in the manner described in Subdivision E(6) of this Section 2.2, the Market Rate therefor on such day. (4) SIFMA Index Rate. On any date designated by the Remarketing Agent which is not more than 35 days nor later than the last business day preceding each Interest Period (other than the initial Interest Period) for Bonds in a SIFMA Index Mode, and, if any such Bond or portion is a Bank Bond at the close of business on the first day of such Interest Period, again on each day (and not less than once every two weeks) following the first day of such Interest Period designated by the Remarketing Agent until no Bonds in such Interest Mode are Bank Bonds, the Remarketing Agent shall determine the fixed Applicable Spread (and any function or scale by which such Applicable Spread shall be adjusted during) for such Interest Period in the manner described in Subdivision E(6) of this Section (or in the manner specified in the applicable Remarketing Agreement if addressed therein). (5) Term Rate; Fixed Rate. On any date designated by the Remarketing Agent which is not more than 35 days preceding nor later than the last business day preceding each Interest Period for Bonds (or any portion thereof) during which such Bonds or portion are in a Term Mode or Fixed Mode, and, if any such Bond or portion is a Bank Bond at the close of business on the first day of such Interest Period, again on each day (and not less than once every two weeks) following the first day of such Interest Period designated by the Remarketing Agent until no Bonds in such Interest Mode are Bank Bonds,the Remarketing Agent shall determine, in the manner described in Subdivision E(6) of this Section (or in the manner specified in the applicable Remarketing Agreement if addressed therein), the Market Rate on such day for such Bonds or portion (or, in the case of a Fixed Mode, for each class of Bonds or portions thereof which have theretofore been selected pursuant to Section 2.4E for redemption pursuant to Section 2.4B) during such Interest Period. (6) Procedure for Market Rate Determination and Applicable Spread Determination. The Remarketing Agent shall make each determination of the Market Rate and the Applicable Spread (and any function or scale to be used to adjust the Applicable Spread) required to be made by it pursuant to this Section 2.2 regardless of whether the Bonds or any portion thereof are Bank Bonds and whether or not an Event of Default exists. The Remarketing Agent shall make each determination of the Market Rate or the Applicable Spread, as applicable, 40541772.3 -29- for any Bond pursuant to this Section 2.2 by determining, under prevailing market conditions,the minimum interest rate necessary or smallest spread (in basis points) to the SIFMA Index (as applicable), in the judgment of the Remarketing Agent(or, upon agreement with the City if such obligation to remarket represents a firm commitment of the Remarketing Agent under the Remarketing Agreement),to be borne by such Bond for the relevant Interest Period to produce a bid for such Bond equal to either(a)at least 100%of the principal amount thereof plus interest, if any, accrued thereon (other than Bank Differential) from the Bond Date or the most recent Interest Payment Date therefor to which interest has been paid or duly provided for or (b)in the case of a change to the Fixed Rate at a premium or a discount, the price provided in Subdivision E(7) of this Section. In determining the Market Rate on any business day for Bonds in a Daily Mode, the Remarketing Agent shall determine the Market Rate therefor initially by 10:00 a.m., New York, New York, time, on such day and again by 11:15 a.m. New York, New York,time, on such day, and the Market Rate for such Bonds determined on such day shall be the higher of the two rates so determined. If the Remarketing Agent fails to determine the Market Rate or the Applicable Spread (or function or scale to adjust the Applicable Spread) for any such Bond on such Rate Determination Date, or any Market Rate or Applicable Spread (or function or scale to adjust the Applicable Spread) for any such Bond determined by the Remarketing Agent on such Rate Determination Date is determined by a court of competent jurisdiction to be invalid or unenforceable,the Market Rate or Applicable Spread, as applicable,therefor to be determined on such Rate Determination Date shall be as provided in paragraph (j) of the insert to the Bonds set forth in Section 2.2B; provided that any function or scale used to adjust the Applicable Spread, if any, shall be the function and scale for adjusting the Applicable Spread theretofore in effect(if any). (7) Premium/Discount Fixed Mode Bonds. In determining the Fixed Rate for Bonds, the Remarketing Agent may, if approved by a duly authorized City official in the Approval Certificate or the Conversion Ordinance, determine (or,upon agreement with the City if such obligation to remarket represents a firm commitment of the Remarketing Agent under the Remarketing Agreement) the minimum rate necessary to be borne by such Bonds to Stated Maturity to produce a bid for such Bonds equal to either a premium (that does not exceed costs of the Interest Mode change and remarketing such Bonds or that otherwise produces the lowest yield on the Bonds) to or a discount(if, in the judgment of the City, a discount would produce a lower yield on such Bonds to Maturity) from the Purchase Price thereof, in either case as and in the amount specified in the applicable Approval Certificate or Conversion Ordinance,provided that (1)in the case of Bonds to be sold at a discount, either (a) a Liquidity Facility is in effect with respect to such Bonds and obligates the Liquidity Bank to provide funds sufficient, together with any proceeds of remarketing such Bonds, to purchase such Bonds at the Purchase Price on the Purchase Date on which such Fixed Mode takes effect or(b)the City shall have transferred to the Tender Agent on or before the Rate Determination Date for such Fixed Mode for deposit to the Purchase Fund an amount equal to such discount in immediately available funds and (2)in the case of Bonds to be sold at a premium, the Remarketing Agent shall transfer the premium to the Paying Agent/Registrar for credit to the Bond Fund to pay a portion of the Purchase Price then due and owing on such Purchase Date, interest on the Bonds when due, and costs of changing the Interest Mode for and remarketing such Bonds on such Purchase Date. Any premium at which Bonds may be remarketed in accordance with this Subdivision 2.2E(7) is hereby allocated to the costs of changing the Interest Mode for such Bonds to the Fixed Mode and remarketing such Bonds and the other purposes heretofore specified as authorized uses of any such premium. F. Notice of Interest Rates and Interest Modes. The Remarketing Agent shall give telephonic (followed by prompt written), telecopied, or telexed notice to the City, and the Paying 40541772.3 -30- Agent/Registrar of each interest rate determination made by it pursuant to Subsection E of this Section 2.2 and each determination of the duration of an Interest Period for any Bond or portion thereof made by it pursuant to Subsection D of this Section 2.2. Not less than 5 days if such Bond or any portion thereof bears interest at a Stepped Rate, not less than 20 days, if such Bond or the applicable portion thereof is in a Daily Mode or Weekly Mode, not less than 30 days, if such Bond or the applicable portion thereof is in any other Interest Mode, and not more than 60 days prior to the effective date of a change in the method of determining the Rate Determination Date for any Bond or portion thereof,the first day of any Daily Mode,Weekly Mode, Commercial Paper Mode, SIFMA Index Mode (other than the initial SIFMA Index Mode), Term Mode, or Fixed Mode for any Bond or portion thereof, or the first day of any change in the Maximum Rate on any Bond, in the Interest Period for any Bond or portion thereof, or any Interest Mode for any Bond or portion thereof,the City shall give (or cause the Paying Agent/Registrar or Tender Agent to give) notice to the Remarketing Agent and any Credit Enhancer and/or Liquidity Bank, and the Holder of each Bond stating that such change will occur and the effective date of such change. The Paying Agent/Registrar or Tender Agent, as applicable, shall provide a copy of each notice given pursuant to this subdivision to each transferee of an affected Bond or portion thereof that is authenticated by it on or after the date of such notice and prior to the effective date of the change described therein. The Remarketing Agent for the Bonds shall provide the rate of interest constituting the Daily Rate, the Weekly Rate, or the Commercial Paper Rate, the Calculation Agent shall provide the rate of interest constituting the SIFMA Index Rate, and the Paying Agent/Registrar shall provide the rate of interest constituting the Term Rate, SIFMA Index Rate (after receipt of such SIFMA Index Rate from the Calculation Agent as of each Calculation Reset Date), Stepped Rate, or Fixed Rate, for any Bond, or any portion thereof, from time to time to each Holder thereof who requests such information. G. Effect of Determinations. Each designation of an Interest Mode or the duration of an Interest Period made pursuant to this Section and each determination of a Daily Rate, Weekly Rate, Commercial Paper Rate, SIFMA Index Rate, Term Rate, Stepped Rate, or Fixed Rate made pursuant to this Section shall be conclusive and binding upon the City, the Paying Agent/Registrar, the Calculation Agent, the Tender Agent, any Credit Enhancer, any Liquidity Bank, and the Holders, and none of the City, the Remarketing Agent, the Tender Agent, the Paying Agent/Registrar, or the Calculation Agent shall have any liability to any such person for any such determination, whether due to any error in judgment, failure to consider any information, opinion, or other resource, or otherwise. H. Limited Obligations. The Bonds are limited, special obligations of the City payable solely from and equally and ratably secured by a junior lien on and pledge of the Junior Lien Pledged Revenues, subject and subordinate to the liens on and pledges of the Net Revenues heretofore or hereafter made to secure payment of the Priority Bonds, and the Holders thereof shall never have the right to demand payment of the principal of or interest on the Bonds from any funds raised or to be raised through taxation by the City. SECTION 2.3. Payment of Bonds;Paying Agent/Registrar; Calculation Agent. The principal of,premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and 40541772.3 -31- such payment of principal of and interest on the Bonds shall be without exchange or collection charges to the Holder of the Bonds. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the initial Paying Agent/Registrar for the Bonds is hereby approved and confirmed. The City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (hereby referred to as the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement entered into by the City and the Paying Agent/Registrar. The form and terms of Paying Agent/Registrar Agreement attached hereto as Exhibit are hereby approved, and any City officer or Authorized Official is authorized to execute and deliver the Paying Agent/Registrar Agreement substantially in such form attached hereto as Exhibit A and to such effect in the name of the City. The City shall further cause to be kept by the Paying Agent/Registrar a register(herein sometimes referred to as the Bank Bond Register) in which, subject to such reasonable regulations as it or the Paying Agent/Registrar may prescribe, the City shall provide for the registration of and the registration of transfers of beneficial ownership of, and termination of the status of Bonds as, Bank Bonds. On each Purchase Date on which Bonds or any portion thereof are purchased by the Liquidity Bank pursuant to Section 2.5D(2),the Paying Agent/Registrar shall record the beneficial ownership of such Bank Bonds on the Bank Bond Register in the name of the Liquidity Bank or their authorized agent. Subject to the terms of the Liquidity Facility, any Bank Bondholder may transfer the registration of a Bank Bond by providing to the Paying Agent/Registrar a written transfer executed by the owner of such Bank Bond or beneficial interest therein as shown on the Bank Bond Register or its attorney designated in writing and providing the name and address of the transferee and the account to which any payment of Bank Differential in respect of such Bank Bond is to be made. If a Liquidity Facility is accepted pursuant to Section 4.1 C and, such Liquidity Facility does not provide for the automatic reinstatement of sums available to be drawn thereunder when Bank Bonds cease to be Bank Bonds, then the Paying Agent/Registrar shall not register the transfer of any Bank Bond that would result in it ceasing to be a Bank Bond unless it shall have first determined that the funds available to be drawn under the Liquidity Facility have been reinstated by an amount sufficient to pay the Purchase Price of such Bond. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds remain unpaid. Any successor Paying Agent/Registrar shall be approved by the Credit Enhancer and the Liquidity Provider, respectively, if any at such time exist, and shall be either(1) a national or state banking institution or (ii)an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, and shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a City ordinance terminating its agency and providing a copy of such resolution or ordinance to the Credit Enhancer and the Liquidity Provider, respectively, if any at such time exist. Additionally,the City agrees promptly to cause a written notice of any such substitution to be sent to each Holder of the Bonds by United States Mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. No removal or replacement of the Paying Agent/Registrar shall be effective until a successor shall have been appointed and qualified as such and shall have or have been assigned the right to draw or claim under the Liquidity Facility, if any, and the Credit Facility, if any, as therein required or permitted if the Paying Agent/Registrar is the designated party to draw under either such Credit Agreement. 40541772.3 -32- Principal of, premium, if any, and interest on each Bond, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable only to the Holder in whose name such bond is registered on the Security Register (1) as of the close of business on the Record Date for payment of interest, in the case of interest, and (ii) on the date of surrender of the Bonds, in the case of payment of principal. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and (unless otherwise expressly stated herein) all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar nor any agent of either shall be affected by notice to the contrary. Principal of and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office, except as otherwise agreed with the Securities Depository in the case of partial redemptions. Interest (other than Bank Differential) on the Bonds or any portions thereof due on any Interest Payment Date shall be paid to the person in whose name such Bonds are registered in the Security Register at the close of business on the Record Date for such interest, and shall be paid(i)by check sent by United States Mail, first-class postage prepaid, by the Paying Agent/Registrar to the address of such person appearing in the Security Register, (ii)if such Bond or portion thereof is a Bank Bond or registered to the Securities Depository and otherwise at the option of the Holder thereof(if the Holder of not less than $1,000,000 principal amount of Bond) exercised by written notice delivered to the Paying Agent/Registrar not less than 15 days prior to (or, if the Interest Period for such Bond or portion thereof immediately preceding such Interest Payment Date is less than 16 days in duration, then not later than the last Business Day preceding) the relevant Record Date therefor, by Federal Funds wire to any designated account within the United States of America, or (iii)by such other method, acceptable to the Paying Agent/Registrar, requested in writing by such person at such person's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. Payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event interest (other than Bank Differential) due on an Interest Payment Date is not paid or duly provided for by the City for 30 days thereafter, a new record date for such interest(herein referred to as a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (herein referred to as the Special Payment Date, which shall be 15 days after the Special Record Date) shall be sent by the Paying Agent/Registrar at least five business days prior to the Special Record Date by United States Mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. The Bank Differential on any Bank Bond which is payable on any Interest Payment Date therefor shall be paid to the person in whose name that Bank Bond (or one or more Predecessor Bonds) is registered on the Bank Bond Register at the close of business on the Record Date or Special Record Date, as applicable, for such interest as immediately available funds by wire transfer to such person to the account specified in the Bank Bond Register or pursuant to other customary arrangements made by such person and acceptable to the Paying Agent/Registrar. In addition to the foregoing, and for so long as the Bonds are Outstanding in SIFMA Index Mode, the City shall maintain a Calculation Agent, who shall provide those services that are described in 40541772.3 -33- paragraph (e) of the insert to the Bonds set forth in Section 2.2B. The Calculation Agent shall be the Paying Agent/Registrar,the Remarketing Agent, or such other banking or financial institution designated by an Authorized Official and shall serve in such capacity pursuant to applicable terms included in the Paying Agent/Registrar Agreement, the Remarketing Agreement, or a separate agreement entered into between the City and the Calculation Agent. In the absence of manifest error, the determination by the Calculation Agent of any index component and the SIFMA Index Rate shall be conclusive and binding on the Bondholders, the Paying Agent/Registrar, the Calculation Agent, the Remarketing Agent, and the City. If during any SIFMA Index Period, the Calculation Agent fails to calculate or recalculate the applicable interest rate not later than the Business Day immediately succeeding the Calculation Reset Date, such calculation may instead be made by any other party authorized to serve as the Calculation Agent, as directed by an Authorized Official. The initial Calculation Agent shall be identified in the Approval Certificate or Conversion Ordinance concerning the conversion of the Bonds to a SIFMA Index Mode and, at such time of selection, an Authorized Official shall, on behalf and as the act and deed of the City, enter into a Calculation Agent Agreement therewith. SECTION 2.4. Redemption. A. Optional Redemption. During their initial Interest Period, the Bonds are not subject to redemption at the option of the City. Thereafter (and including on the initial Rate Adjustment Date), the City may redeem prior to their Stated Maturity all or from time to time any part of the Bonds at a price equal to 100% of the principal amount thereof together with interest, if any, accrued thereon from the most recent Interest Payment Date therefor to which interest thereon has been paid or duly provided for to the Redemption Date on: (1) Daily or Weekly Mode: any Business Day, if the Bonds or portions thereof to be redeemed bear interest at a Daily Rate or Weekly Rate, (2) Commercial Paper Mode, SIFMA Index Mode, or Term Mode: any Rate Adjustment Date for the Bonds or portions thereof to be redeemed, if such Bonds or portions are in a Commercial Paper Mode, SIFMA Index Mode, or Term Mode, unless with respect to Bonds in a SIFMA Index Mode or Term Mode, the Approval Certificate or Conversion Ordinance delivered in connection with a remarketing of such Bonds specifies a different optional redemption date or dates (in which case, such differing date or dates will control; the Bonds, in their initial Interest Period and, during such time, in a Term Mode, include no such redemption features), (3) Fixed Mode: the first day of the Fixed Mode for the Bonds or portions thereof to be redeemed, or as otherwise specified or provided in the Approval Certificate or Conversion Ordinance delivered in connection with a remarketing of such Bonds converted to a Fixed Mode (in which case, the redemption terms described in such Approval Certificate or Conversion Ordinance will control), (4) Bank Bonds: any date,in the case of Bank Bonds, (5) Term Mode when Bonds Bear Interest at a Stepped Rate: any date, or (6) SIFMA Index Mode when Bonds Bear Interest at a Stepped Rate: any date. In addition, following conversion of the Bonds or any portion thereof to a new SIFMA Index Mode,Term Mode or Fixed Mode with an Interest Period of one of the following durations, the City may redeem on 40541772.3 -34- any date prior to their Stated Maturity all such Bonds or portions or from time to time any part of such Bonds or portions (and provided that the applicable Approval Certificate or Conversion Ordinance does not specify alternative redemption features for Bonds in such specified Interest Mode or Modes): (7) Absent Further Action: after the no-call period shown below following the first day of such Interest Mode, at a price equal to 100%of the principal amount thereof: Interest Period Equal to or Greater than But less than No-Call Period 12 years N/A 10 years 9 years 12 years 8 years 7 years 9 years 6 years 5 years 7 years 4 years 0 years 5 years 3 years Upon satisfaction of the conditions of Subsection A(7) of this Section 2.4; and (8) Further Action: on the dates and at the prices stated in any alternate table substituted for the table specified in Subsection A(7) of this Section 2.4 by Approval Certificate or Conversion Ordinance, as applicable, enacted by the City Council prior to the Rate Determination Date for such Interest Period if the City receives an Opinion of Counsel to the effect that such substitution of such alternate dates and prices will not adversely affect any exclusion of interest on any Bond from the gross income of the owner thereof for federal income tax purposes; plus in each case interest, if any, accrued thereon from the most recent Interest Payment Date therefor to which the interest thereon has been paid or duly provided for to the redemption date. B. Sinking Fund Redemption. The City shall redeem Bonds on [July _] in the following years, in the aggregate principal amount set forth opposite such year below, at a price equal to 100% of the principal amount thereof plus interest, if any, accrued thereon from the most recent Interest Payment Date to which interest thereon has been paid or duly provided for to the Redemption Date: Years of Principal Stated Maturity Amounts M 40541772.3 -35- Years of Principal Stated Maturity Amounts M provided, however, that the principal amount of Bonds so to be redeemed in any year shall be reduced upon written request of the City delivered to the Paying Agent/Registrar by an amount equal to the principal amount of Bonds (1) surrendered uncancelled and in transferable form by the City to the Paying Agent/Registrar not less than 50 days prior to such redemption date or(2) selected(not less than five days prior to the last day for mailing notice of such redemption date) for redemption in or prior to such year pursuant to Subsection A or C of this Section 2.4, if in either case such Bonds shall not have previously served as the basis for any such reduction. C. Mandatory Redemption of Bank Bonds. The City shall redeem the Bank Bonds as a whole or in part on the dates and in the aggregate principal amounts provided in the Liquidity Facility at such time valid and in effect(if any), in each case at a price equal to 100%of the principal amount thereof plus interest, if any, accrued thereon to the redemption date from the most recent Interest Payment Date to which the interest thereon has been paid or duly provided for. D. Exercise of Redemption Option. At least 30 days, in the case of Bonds in a Daily Mode or Weekly Mode, and 45 days, in the case of Bonds in any other Interest Mode, prior to a date set for the redemption of Bonds at the option of the City (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar or the Bonds to be redeemed are Bank Bonds, Bonds in a SIFMA Index or Term Mode bearing interest at a Stepped Rate), the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds, the principal amount to be redeemed, and the date set for the redemption thereof The decision of the City to exercise its right to redeem Bonds, other than Bank Bonds or Bonds in a SIFMA Index Mode or Term Mode bearing interest at a Stepped Rate, shall be entered in the minutes of the governing body of the City. E. Selection of Bonds for Redemption. If less than all the Outstanding Bonds are to be redeemed, the City shall redeem all Bank Bonds before redeeming any other Bonds. If less than all Outstanding Bonds (other than Bank Bonds) are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, treating each Bond as representing a number of Bonds outstanding which is obtained by dividing the principal amount of such Bond by the smallest authorized denomination for Bonds of the Interest Mode to be redeemed;provided that, if so provided in any Approval Certificate or Conversion Ordinance designating the Fixed Mode for the Bonds or any portion thereof,the Paying Agent/Registrar shall select the Bonds of such Interest Mode or portions thereof to be redeemed on any redemption dates therefor described in Subsection B of this Section 2.4 which are specified in such Approval Certificate or Conversion Ordinance by not later than the Rate Determination Date for the Fixed Mode, and each such redemption date shall be inserted under the caption"Stated Maturity"immediately below the title of any such Bond so selected for redemption on such redemption date which is authenticated and delivered on or after the Rate Adjustment Date for the Fixed Mode. F. Notice of Redemption. Not less than twenty 20 days, in the case of Bonds in a Daily Mode or Weekly Mode, and not less than 30 days, in the case of Bonds in any other Interest Mode, and in either case not more than 60 days prior to a redemption date for Bonds (other than Bank Bonds or Bonds in a SIFMA Index Mode or a Term Mode bearing interest at a Stepped Rate), a notice of redemption shall be sent by United States Mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at 40541772.3 -36- the address of the Holder thereof appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (1) specify the date of redemption, (ii)identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed,the Interest Mode, Interest Period (if in a Commercial Paper Mode), and principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds or the portion of the principal amount thereof to be redeemed shall become due and payable on the redemption date specified,and in that case the interest thereon(or on the portion of the principal amount thereof to be redeemed) shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds or the principal amount thereof to be redeemed shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. G. Effect of Redemption. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable on the redemption date, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. H. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be required (1)to transfer or exchange any Bond during a period beginning 45 days prior to the date fixed for redemption of Bonds or(2)to transfer or exchange any Bond selected for redemption;provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. I. Bond Provisions. Each Bond shall include the following text relating to the terms of redemption thereof,if authenticated and delivered in any Interest Mode other than the Fixed Mode: "The Bonds are subject to (a)mandatory sinking fund redemption on [July 1 of the years and in the aggregate principal amounts specified in the Ordinance and, in the case of Bank Bonds, on the dates and in the principal amounts specified in the Ordinance, and (b)redemption at the option of the City (1) if the Bonds or portions thereof to be redeemed are in a Daily Mode or Weekly Mode, as a whole or from time to time in part on any Business Day, (ii)in whole or in part on any Rate Adjustment Date therefor, if such Bonds or portions thereof to be redeemed are in a Commercial Paper Mode, SIFMA Index Mode, or Term Mode, (iii) in whole or in part on the first day of the Fixed Mode for the Bonds or portions thereof to be redeemed, (iv) as a whole or from time to time in part on any day for Bank Bonds, or Bonds in a SIFMA Index Mode or a Term Mode that are bearing interest at a Stepped Rate, and (v) on any date during a SIFMA Index Mode, Term Mode, or Fixed Mode with an Interest Period of duration described in the following table, but only after the no-call period following the first day thereof described in such table: Interest Period Equal to or greater than But less than No-Call Period [insert applicable dates and prices] 40541772.3 -37- in all cases on not less than 20 days, in the case of Bonds in a Daily Mode or Weekly Mode, not less than 30 days, in the case of Bonds in any other Interest Mode (except Bank Bonds or Bonds in a SIFMA Index Mode or a Term Mode that are bearing interest at a Stepped Rate), and in either case not more than 60 days prior written notice given by mail as provided in the Ordinance, upon payment of the redemption price, which shall consist of 100%of the principal amount of the Bonds or parts thereof so redeemed plus interest, if any, accrued thereon from the Bond Date specified above or the most recent Interest Payment Date to which the interest thereon has been paid or duly provided for to the redemption date. "The Ordinance requires this Bond to be tendered by the Holder for purchase upon each Purchase Date described under"Mandatory Tender" in the "Notice of Demand Privilege , Mandatory Tender, and Liquidity Support"appearing hereon. By accepting this Bond the Holder agrees to all such provisions." and, if authenticated and delivered in the Fixed Mode: "The Bonds are subject to (a)mandatory sinking fund redemption on [July 1 of the years and in the aggregate principal amounts specified in the Ordinance and(b) redemption at the option of the City, in whole or from time to time in part on any date (but not before �, in all cases on not less than 30 nor more than 60 days prior notice given by mail as provided in the Ordinance, upon payment of the redemption price, which shall consist of 100% of the principal amount of the Bonds or parts thereof so redeemed plus interest, if any, accrued thereon from the most recent Interest Payment Date therefor to which the interest thereon has been paid or duly provided for to the redemption date." SECTION 2.5. Purchase of Bonds. A. Tender and Purchase. For Bonds in a Daily Mode, Weekly Mode, Commercial Paper Mode, SIFMA Index Mode, or Term Mode when there exists a Liquidity Facility, the Paying Agent/Registrar shall effect the purchase of Bonds (or portions thereof in principal amount equal to, and leaving unpurchased, an authorized denomination), other than Bank Bonds, from any person (other than an Ineligible Owner thereof), at the Purchase Price therefor, payable in immediately available funds by the close of business on the applicable Purchase Date, but solely from and to the extent of the funds described in Subsection C of this Section 2.5, for the account of the persons described in Subsection D of this Section 2.5, (1) Daily Mode Tender Option: while such Bonds or portions thereof are in a Daily Mode, upon tender (or constructive tender pursuant to Subsection F of this Section 2.5) for purchase of such Bonds or portions at the option of such person on any Business Day for such Bonds, endorsed in blank (or accompanied by a bond power executed in blank) to the extent of the portion to be purchased, at the principal office of the Tender Agent in the Place of Payment therefor by 12:00 noon, New York, New York time, on such Business Day, if notice (which notice shall be irrevocable and effective upon receipt) of such tender (specifying the principal amount thereof to be tendered, the Interest Mode then in effect therefor, the Purchase Date therefor,the name of the Holder thereof, and, if such Bond is a Book-Entry-Only Bond,the name and number of the account to which such Bond or portion is credited by the Securities Depository) shall have been given to the Remarketing Agent for such Bonds by 11:00 a.m., New York, New York time, on such Purchase Date, by telephone, facsimile, or other electronic notice, and (2) Weekly Mode Tender Option: while such Bonds or portions thereof are in a Weekly Mode, upon tender (or constructive tender pursuant to Subsection E of this Section) for purchase of such Bonds or portions at the option of such person on any Business Day therefor, 40541772.3 -38- endorsed in blank (or accompanied by a bond power executed in blank) to the extent of the portion to be purchased, at the office of the Tender Agent by 12:00 noon, New York, New York time, on such Business Day, in the Place of Payment, if notice (which notice shall be irrevocable and effective upon receipt) of the tender of such Bond (or portion thereof) for purchase (specifying the principal amount or portion of such Bond so to be tendered, the Interest Mode then in effect therefor, the Purchase Date therefor, the name of the Holder thereof and, if such Bond is a Book-Entry Bond, the name and number of the account to which such Bond or portion is credited by the Securities Depository) shall have been given by the Holder thereof or his attorney duly authorized in writing or, if such Bond is a Book-Entry Bond, by the beneficial owner thereof or his attorney duly authorized in writing, to the Remarketing Agent and the Tender Agent by 4:00 p.m., New York, New York time, on a Business Day therefor which is at least seven calendar days prior to such Purchase Date, in writing or by facsimile or other written electronic means, and (3) Mandatory Tender: upon tender(or constructive tender pursuant to Subsection E of this Section) for purchase of such Bonds or portions as required by this Subsection, on: (a) Liquidity Facility Release: if such Bonds or portions are in a Daily Mode, Weekly Mode, Commercial Paper Mode, SIFMA Index Mode, or Term Mode, and there then exists and is in effect a Liquidity Facility relating to the Bonds, (1)the third Business Day prior (A)to the expiration of the Liquidity Facility or (B)to the date of termination or suspension of the obligation of the Liquidity Bank under the Liquidity Facility with prior written notice to the Paying Agent/Registrar, and (ii)the last Business Day on or before any release of the Liquidity Facility pursuant to Section 4.1 B(4), (b) Interest Mode Changes: the first Business Day therefor in each new Interest Mode for such Bonds or portions thereof designated pursuant to Section 2.2C, whether or not such new Interest Mode is effected, (c) Rate Adjustment: the first Business Day of each Interest Period for such Bonds or portions while such Bonds or portions are in a (1) Commercial Paper Mode, (ii) SIFMA Index Mode,or(iii)Term Mode; and (d) Credit Facility Release: if a Credit Facility is in effect hereunder, the third Business Day prior to the expiration of the Credit Facility or prior to the date of termination of the obligations of the Credit Enhancer thereunder with prior written notice to the Paying Agent/Registrar, and (ii)the last Business Day on or before the release of such Credit Facility pursuant to Section 4.2J(5). Each owner of Bonds or any portion thereof(other than an Ineligible Owner thereof),upon notice given by the Tender Agent pursuant to Subsection B of this Section 2.5 and, if in a Commercial Paper Mode, on the first Business Day on or after each Rate Adjustment Date therefor, shall tender, and in any event shall be deemed to have tendered, to the Tender Agent at the Place of Payment, as agent for the persons which purchase the same pursuant to Subsection D of this Section 2.5, such Bonds or portions for purchase pursuant to this Subsection. Any Book-Entry- Only Bond (or portion thereof) which is required to be tendered for purchase pursuant to this Section shall be deemed tendered to the Tender Agent endorsed in blank when the Securities Depository shall have received sufficient instruction from the person to whose account at the Securities Depository such Bond or portion is credited to transfer beneficial ownership of such Bond (or portion) in blank or for the account of the Tender Agent, and payment of the Purchase 40541772.3 -39- Price of such Bond (or portion) shall be deemed to be made when the Tender Agent or the Remarketing Agent gives sufficient instructions to (while maintaining sufficient funds at or delivering such funds to)the Securities Depository to credit such Purchase Price to the account of such person at the Securities Depository. Notwithstanding the foregoing, any Book-Entry-Only Bond may be so tendered, transferred, and paid for in accordance with the delivery order procedures of the Securities Depository. B. Notice of Mandatory Tender. The Tender Agent shall give notice of each Purchase Date for Bonds or portions thereof described in Subsection A(3) of this Section 2.5 (other than Purchase Dates described in Subsection A(3)(c)(i) of this Section 2.5 for Bonds or portions thereof in a Commercial Paper Mode) to the Liquidity Bank (if any), the Paying Agent/Registrar, the Remarketing Agent, and each Holder of Bonds affected thereby by mail, first-class postage prepaid,not less than 20 days, if such Bonds or portions are in a Daily Mode or Weekly Mode, not less than 30 days, if such Bonds or portions are in any other Interest Mode (other than a Bank Bond or any Bond in a SIFMA Index Mode or a Term Mode bearing interest at Stepped Rate), and in either case not more than 60 days preceding such Purchase Date, stating: (1) Purchase Date: the date of such Purchase Date, (2) Identification: the Bonds to be purchased and,if less than all of the Bonds are to be tendered for purchase on such Purchase Date, an identification (by Bond and CUSIP number, Stated Maturity, Closing Date, and Interest Mode) and the principal amount of the Bonds or portions thereof so to be tendered; (3) Termination of Rights: that each such Bond or portion thereof not tendered for purchase pursuant to Subsection A(3) of this Section 2.5 by 12:00 noon, New York, New York time, on such Purchase Date shall be deemed to have been tendered for purchase on such Purchase Date at the Purchase Price therefor, and that, if due provision is made for the payment of such Purchase Price on such Purchase Date, such Holder shall not be entitled to any payment (including any interest accrued subsequent thereto) in respect of such Bond or portion other than the Purchase Price therefor, (4) Release of Liquidity Facility or Credit Facility: in the case of a Purchase Date described in Subsection A(3)(a) or (d) of this Section 2.5, that the Liquidity Facility or Credit Facility, respectively, then in effect will thereafter no longer be in effect, and that any credit rating then assigned to the Bonds by any Rating Service may be reduced or withdrawn, (5) Payment Provisions: the time and place for the tender of such Bonds or portions thereof and the then current names and addresses of the Tender Agent and the Remarketing Agent for such Bonds, and (6) Interest Mode or Period Change: if applicable, the matters described in Section 2.2F, and shall comply with the requirements of Section 4.IA, to the extent required or necessary in respect of each such Purchase Date. C. Purchase Fund; Purchase of Tendered Bonds. The Tender Agent shall establish and maintain for the account of the persons described in Subsection D of this Section 2.5 a special trust fund designated the "City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue 40541772.3 -40- Improvement Bonds, Series 2014B Purchase Fund" (herein referred to as the Purchase Fund) and, within the Purchase Fund, separate accounts for Eligible Bonds and all other Bonds, respectively. The money deposited to each account of the Purchase Fund shall be held in trust separate and apart from all other funds held by the Tender Agent and applied solely as provided in this Subsection. The Tender Agent shall deposit to the credit of the applicable account of the Purchase Fund the following funds promptly upon receipt (and no other funds) and shall apply the money in the applicable account of the Purchase Fund on each Purchase Date to pay the Purchase Price of the Bonds for which such account was established (or portions thereof) and which are tendered pursuant to Subsection A of this Section 2.5 from the following sources in the following order of priority: (1) Remarketing Proceeds: first, proceeds of the remarketing of such Bonds or portions (other than Bonds or portions remarketed to the City), (2) Liquidity Draws: second, in the case of tendered Eligible Bonds and the related account in the Purchase Fund, amounts drawn under or derived from a Liquidity Facility, if having been accepted pursuant to Section 4.1 C and at such time in force and effect pursuant to Section 4.IA, and (3) City Advances: third, if sufficient amounts for the payment of the unpaid Purchase Price have not been deposited to the Purchase Fund by 4:00 p.m., New York, New York,time on the Purchase Date, from payments, if any, elected to be made by the City. Upon tender for purchase of any Bond or portion thereof on the Purchase Date therefor or of any Untendered Bond on or after the Purchase Date therefor in accordance with Subsection A of this Section 2.5, endorsed in blank (or accompanied by a bond power executed in blank) to the extent of the portion to be purchased, the Paying Agent/Registrar shall pay to the Holder of such Bond or such Untendered Bond the Purchase Price therefor or for such portion on behalf of the purchaser thereof specified in Subsection D of this Section 2.5 from funds available for such purchase held in the applicable account of the Purchase Fund. Upon constructive tender for purchase in accordance with Subsection D of this Section 2.5 of any Book-Entry-Only Bond or portion thereof to be purchased in accordance with Subsection A of this Section 2.5, the Tender Agent shall pay to the Securities Depository, for credit to all accounts to which such Bonds or portions are credited (other than accounts and in amounts specified by the Tender Agent), the Purchase Price therefor on behalf of the purchaser thereof specified in Subsection D of this Section 2.5 from funds available for such purchase held in the applicable account of the Purchase Fund. The Tender Agent shall hold all money delivered to it hereunder and deposited (or required to be deposited) to each account in the Purchase Fund for the purchase of the applicable Bonds or portions thereof in trust solely for the benefit of the respective persons which shall have so delivered such money until the Bonds or portions thereof purchased with such money are delivered pursuant to Subsection D of this Section 2.5 and,thereafter, in the order specified above, for the benefit of the persons to whom such money is to be paid hereunder. Amounts deposited to the Purchase Fund for the payment of the Purchase Price of Bonds or portions thereof which have been sold pursuant to the Remarketing Agreement (other than to the City) or purchased by the Liquidity Bank, if any, shall be promptly applied to effect the purchase thereof from the Remarketing Agent or the Liquidity Bank(if any), if permitted or required by the Liquidity Facility. If, at 4:30 p.m.,New York,New York time, on any Purchase Date or upon any earlier payment of the Purchase 40541772.3 -41- Price of all Bonds or portions thereof required by this Section to be purchased on such Purchase Date, any balance remains in the accounts of the Purchase Fund in excess of any unsatisfied purchase obligation under this Section, such excess shall be promptly disbursed,first, to the Liquidity Bank, if any, from amounts in the account established for Eligible Bonds to the extent of any unpaid obligation owed to such person under the Liquidity Facility (if one is at such time valid and in effect) and, second, to the City to the extent of any remaining balance. Money held for the credit of the Purchase Fund shall be held by the Tender Agent without investment. D. Disposition of Tendered Bonds. Bonds or portions thereof tendered or deemed tendered pursuant to Subsection A of this Section 2.S, the Purchase Price for which has been paid pursuant to Subsection C of this Section 2.5, shall have been purchased: (1) Remarketing: by the Remarketing Agent, if the obligation of the Remarketing Agent to remarket the Bonds under the Remarketing Agreement represents a firm financial arrangement or commitment and, if not, by the persons to whom Bonds or portions thereof have been remarketed to the extent the Purchase Price for such Bonds or portions has been paid pursuant to Subsection C(1) of this Section 2.5, (2) Liquidity Bank: by the Liquidity Bank (if any) to the extent the Purchase Price therefor is paid from amounts drawn under or derived from the Liquidity Facility at such time as may then be in force and effect pursuant to Subsection C(2) of this Section 2.5,and (3) City: otherwise by the City. Whenever any Bond or portion thereof(other than a Book-Entry-Only Bond) tendered or deemed tendered pursuant to this Section 2.5 is purchased pursuant to this Section 2.5, the City shall execute, and the Tender Agent shall authenticate and deliver, in the name of and to the person deemed to have purchased the same or its designee, one or more new Bonds of any authorized denomination and same Interest Mode, bearing interest at the same rate and for the same Interest Period, and of a like aggregate principal amount pursuant to Section 2.7. Whenever any Book-Entry-Only Bond or portion thereof tendered or deemed tendered and is purchased pursuant to this Section 2.5, the Tender Agent shall cause such Bond or portion to be credited to the account at the Securities Depository of the person deemed to have purchased the same or any nominee thereof specified by such person. The Tender Agent shall hold all Bonds delivered to it hereunder in trust solely for the benefit of the respective Holders which have so delivered such Bonds until money representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Holders. In carrying out its responsibilities under this Section, the Tender Agent shall be acting solely as the agent of the Holders and owners from time to time of the Bonds or portions thereof tendered or deemed tendered pursuant to this Section 2.5 and of the persons purchasing the same pursuant to this Section 2.5, respectively. No delivery of Bonds to the Tender Agent pursuant to this Section 2.5 shall constitute a redemption of Bonds or other extinguishment of the debt evidenced thereby. E. Failed Remarketing in Certain Term Modes. If the Bonds are tendered for purchase in connection with a conversion to an Interest Period from an existing Interest Period during which the Bonds are in a SIFMA Index Mode or a Term Mode, and there then exists no Liquidity Facility relating to the Bonds (and there was no Liquidity Facility upon the commencement of the then-expiring Interest Period), then the Bonds shall be subject to mandatory tender on the first day of such subsequent Interest Period pursuant to Section 25A(3)(b). In the event that such Bonds are not converted and remarketed to 40541772.3 -42- new purchasers on the scheduled date of mandatory tender, the City shall have no obligation to purchase the Bonds tendered on such date, the failed conversion and remarketing shall not constitute an Event of Default under this Ordinance or the Bonds, the mandatory tender will be deemed to have been rescinded for that date with respect to the Bonds subject to such failed remarketing only, and such Bonds (1)will continue to be Outstanding, (ii)will be purchased upon the availability of funds to be received from the subsequent remarketing of such Bonds, (iii) will, while bearing interest at Stepped Rate, be subject to redemption and mandatory tender for purchase on any date upon which a conversion occurs (which shall occur at the City's discretion upon delivery of at least one day's notice to the Holders thereof), and (iv)will be deemed to continue in a SIFMA Index Mode or at a Term Mode, as applicable, for all other purposes of this Ordinance,though bearing interest during such time at the Stepped Rate until remarketed or redeemed in accordance with the terms of this Ordinance. In the event of a failed conversion and remarketing as described above, the City will cause the Bonds to be converted and remarketed on the earliest reasonably practicable date on which they can be sold at par, in such Interest Mode or Modes as the City directs, at a rate not exceeding the Maximum Rate. All other provisions of this Ordinance applicable to Bonds in a SIFMA Index Mode or a Term Mode, as applicable, shall apply to and govern Bonds described in this Section 2.5E to the extent such terms are not in conflict with those included herein. F. Untendered Bonds. Any Bond (or portion thereof) which is required to be but which is not tendered for purchase on a Purchase Date by the time specified in this Section 2.5 (such Bonds or portions herein referred to as Untendered Bonds) shall, upon deposit in the Purchase Fund of an amount sufficient to pay the Purchase Price of such Bond or portion on such Purchase Date, be deemed to have been tendered and sold on such Purchase Date to the person specified in Subsection D of this Section 2.5, and thereafter (a)the Holder thereof shall not be entitled to any payment (including any interest accrued subsequent to such Purchase Date) in respect thereof other than the Purchase Price for such Bond or portion thereof, and such Untendered Bond (except any Bond issued in lieu thereof pursuant to Subsection D of this Section 2.5) shall no longer be entitled to the benefit of this Ordinance, except for the purpose of payment of the Purchase Price therefor, and (b)the City shall execute, and the Paying Agent/Registrar shall authenticate and deliver, in the name of the person specified in Subsection D of this Section 2.5, one or more new Bonds of any authorized denomination, with same aggregate principal amount, in the same Interest Mode,having the same Maturity, and bearing interest at the same rate. G. Remarketing Agent. The City hereby appoints to serve as the initial Remarketing Agent and authorizes the execution of the Remarketing Agreement, dated as June 17, 2014, between the City and the Remarketing Agent, in substantially the form presented to the City in connection herewith (and as attached hereto as Exhibit F, by an Authorized Official as the act and deed of the City. At the discretion of the City Council or an Authorized Official and prior to the commencement of the period during which the Bonds may be remarketed, the City shall be permitted to appoint a substitute Remarketing Agent for the Bonds (which appointment may be made or be authorized in an Approval Certificate or a Conversion Ordinance), with power to act in the determination of the duration of each Interest Period for each Bond or portion thereof in a Commercial Paper Mode pursuant to Section 2.2D and of each Daily Rate, Weekly Rate, Commercial Paper Rate, Applicable Spread (other than for the initial Interest Period in the initial Interest Period, in which case such substantive role for determining the Applicable Spread will be served by the Purchasers), Term Rate, and Fixed Rate for each Bond or portion thereof pursuant to Section 2.2E, and to offer and resell Bonds or portions thereof tendered or deemed tendered pursuant to this Section. Each Remarketing Agent shall at all times be a bank or trust company or a member of the New York Stock Exchange or the Financial Industry Regulatory Authority and shall have a minimum capitalization of$15,000,000 and be authorized by law to perform all the duties imposed by this Ordinance on a Remarketing Agent. 40541772.3 -43- The form of any Remarketing Agreement to be entered into with any substitute Remarketing Agent shall be approved by the City in a Conversion Ordinance. Any corporation into which the Remarketing Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation, or conversion to which the Remarketing Agent shall be a party, or any corporation succeeding to the corporate trust business of the Remarketing Agent, shall be the successor of the Remarketing Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Remarketing Agent or successor. The Remarketing Agent may at any time resign by giving written notice of such resignation to the Paying Agent/Registrar, the Tender Agent, any Credit Enhancer, any Liquidity Bank, and to the City. The City may terminate the agency of the Remarketing Agent at any time by giving written notice of such termination to such Remarketing Agent, the Paying Agent/Registrar, the Tender Agent, any Credit Enhancer, and any Liquidity Bank. Upon receiving such a notice of resignation or upon such a termination, or in case at any time the Remarketing Agent shall cease to be eligible under this Section,the City shall, unless the Interest Mode for all Bonds is then a SIFMA Index Mode or a Term Mode that is not in the period specified for remarketing or has been converted to the Fixed Mode (in the case of a Remarketing Agent), appoint a successor Remarketing Agent for the Bonds with the consent of the Credit Enhancer, and shall give written notice of such appointment to the Paying Agent/Registrar, the Tender Agent, any Credit Enhancer, and any Liquidity Bank. Such appointment shall be evidenced by an Approval Certificate or a Conversion Ordinance. H. Tender Agent. Whenever Bonds are in or are to be converted to an Interest Mode (other than Bonds in a Fixed Mode),there shall be a Tender Agent(which may be the Paying Agent/Registrar, if qualified for such appointment hereunder) appointed by the City and the approval (in the case of successor Tender Agents) of any Credit Enhancer and any Liquidity Bank with power to act in the purchase of Bonds pursuant to this Section 2.5 and payment of the Purchase Price therefor. The Tender Agent shall at all times be a commercial bank or trust company that, in either case, has an office in the Place of Payment and is organized and doing business under the laws of the United States or of any state,has a combined capital and surplus of at least$50,000,000, is authorized under such laws to exercise corporate trust powers, is subject to supervision or examination by federal or state authority, and satisfies the qualifications, if any, stated in any Liquidity Facility. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority,then for the purposes of this Section 2.5 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, is appointed Tender Agent. The form of Tender Agent Agreement attached hereto as Exhibit B is incorporated herein by reference for all purposes and his hereby approved as to form and content, and any Authorized Official is hereby authorized to execute and deliver a Tender Agent Agreement substantially in such form and to such effect with the Tender Agent on behalf of the City as the act and deed of the City Council. Any person into which any Tender Agent may be merged or converted or with which it may be consolidated, or any person resulting from any merger, consolidation, or conversion to which any Tender Agent shall be a party, or any person succeeding to the corporate trust or debt securities administration business of any Tender Agent, shall be the successor of the Tender Agent hereunder, if such successor person is otherwise eligible under this Section,without the execution or filing of any further document on the part of the parties hereto or the Tender Agent or such successor person. 40541772.3 -44- Any Tender Agent may resign by giving 30 days prior written notice of such resignation to the Paying Agent/Registrar,the City, any Credit Enhancer, and any Liquidity Bank. The City may terminate the agency of any Tender Agent by giving written notice of such termination to such Tender Agent and the Paying Agent/Registrar, any Credit Enhancer, and any Liquidity Bank. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Tender Agent shall cease to be eligible under this Section,the City shall promptly appoint a successor Tender Agent with the consent of any Credit Enhancer and any Liquidity Bank and give written notice of such appointment to the Paying Agent/Registrar, and the Paying Agent/Registrar shall then give written notice of such appointment to the Remarketing Agent(if any at such time serving) and the Bondholders. A successor Tender Agent shall be appointed hereunder unless no Bonds are in a Daily Mode, Weekly Mode, SIFMA Index Mode, Commercial Paper Mode, or Term Mode. No such resignation or removal shall take effect until a successor Tender Agent shall have been appointed and accepted such appointment and, if a Liquidity Facility is then in effect hereunder and the Tender Agent is then a beneficiary thereunder, either effective transfer to the successor Tender Agent of the existing Liquidity Facility or delivery to the successor Tender Agent of a substitute Liquidity Facility naming such successor Tender Agent as beneficiary but otherwise containing the same terms as the Liquidity Facility then in effect. If no successor Tender Agent has accepted appointment within 30 days after the Tender Agent has given notice of its resignation or has been removed as provided above, the Tender Agent may petition any court of competent jurisdiction for the appointment of a temporary successor Tender Agent, provided that any Tender Agent so appointed shall immediately and without further act be superseded by any Tender Agent appointed by the City as provided above. If the Tender Agent does elect to act to petition a court of competent jurisdiction for the appointment of a temporary successor Tender Agent, it will do so only to the extent that it is indemnified to its satisfaction against the cost and expense of such defense or initiation,including attorneys' fees. SECTION 2.6. Book-Entry-Only System. It is intended that the Bonds initially be registered so as to participate in a securities depository system (herein referred to as the DTC System) with The Depository Trust Company, New York, New York, or any successor entity thereto (herein referred to as DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bonds described in Section 2.8) in the form of a separate single definitive Bond. Upon issuance,the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations with DTC attached hereto as Exhibit D (herein referred to as the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (herein referred to as a Direct Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (herein referred to as an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (1)the accuracy of the records of DTC, Cede & Co.,or any Direct Participant with respect to any ownership interest in the Bonds, or (ii)the delivery to any Direct Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii)the delivery to any Direct Participant or any Indirect Participant or any other person, other than a Holder of a Bond, of any amount 40541772.3 -45- with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder,the word "Cede &Co."in this Ordinance shall refer to such new nominee of DTC. In the event that (a)the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b)the Representation Letter shall be terminated for any reason, or(c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of Bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 2.7. Execution;Registration; Transfer;and Exchange. A. Execution. The Bonds shall be executed on behalf of the City by its Mayor, its seal reproduced or impressed thereon, and attested by the City Secretary. The signature of either officer on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers (defined herein), all as authorized and provided in Chapter 1201, as amended,Texas Government Code. B. Registration Certifications. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 3.3, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 3.4, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence,that such Bond has been duly certified or registered and delivered. C. Registration; Beneficial Owners. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for 40541772.3 -46- cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. D. Transfer. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. E. Exchange. At the option of the Holder, Bonds may be exchanged for other Bonds of the same series and of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver,the Bonds,to the Holder requesting the exchange. F. Effect of Transfers and Exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. G. Expenses of Transfer and Exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. H. Predecessor Bonds. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 2.11 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost,destroyed, or stolen Bond. SECTION 2.8. Initial Bonds. The Bonds herein authorized shall be issued initially as one fully-registered Bond in the principal amount of Bonds authorized hereby numbered T-1 (herein referred to as the Initial Bond), shall be dated 2014 (the Dated Date), and shall be registered in the name of the Purchasers or the designee thereof The Initial Bond shall be the Bond submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas, and delivered to the initial purchaser. Any time after the delivery of the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations, principal amounts, and interest rates, all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. 40541772.3 -47- SECTION 2.9. Bonds Are Negotiable Instruments. Each of the Bonds authorized herein shall be deemed and construed to be a"security"and as such a negotiable instrument with the meaning of the Chapter 8 of the Texas Uniform Commercial Code. SECTION 2.10. Cancellation. All Bonds surrendered for payment, transfer, redemption, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 2.11. Mutilated,Destroyed,Lost, and Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the Paying Agent/Registrar receives evidence to its satisfaction of the destruction, loss, or theft of any Bond, and (2)there is delivered to the Paying Agent/Registrar such security or indemnity as may be required to save each of the City and the Paying Agent/Registrar harmless,then, in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser,the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount,bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable,the City in its discretion may, instead of issuing a new Bond,pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof, under this Section 2.11, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section 2.11 in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section 2.11 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 2.12. Sale of Bonds; Official Statement Approval;Approval of Purchase Contract. The Bonds authorized by this Ordinance are hereby sold by the City to [the authorized representative of a group of underwriters] (the Purchasers, and having all the rights, benefits, and obligations of a Holder), at the price of par, less a Purchasers' discount of$ , and no accrued interest, in accordance with the provisions of the Purchase Contract (the Purchase Contract) 40541772.3 -48- attached hereto as Exhibit C. The pricing and terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. The Initial Bonds shall be registered in the name of The Bonds are initially issued in a Term Mode commencing on the date of initial delivery of the Bonds (anticipated to occur on or about , 2014) and concluding on the day immediately preceding the Business Day occurring on or immediately after [July 1, 20_. Any Authorized Official 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 and performed 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 City hereby ratifies, confirms, and approves in all respects (1)the City'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 is hereby ratified, confirmed and approved in all respects. The final Official Statement shall be and is hereby in all respects approved and the Purchasers is hereby authorized to use and distribute the final Official Statement, dated , 2014, 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 City 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. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. SECTION 2.13. Application of Bond Proceeds. Proceeds from the sale of the Bonds shall, promptly upon receipt by the City, be applied as follows: (1) Accrued interest, if any, received from the Purchasers shall be deposited into the Bond Fund. (2) The City received a [net] original issue reoffering premium from the Sale of the Bonds of$ , $ of which is hereby allocated by the City to pay certain costs of issuance and the balance allocated by the City in the manner described in Paragraph 3 below. (3) The balance of the proceeds derived from the sale of the Bonds (after paying other costs of issuance and other deposits referred to in Paragraphs 1 and 2 above) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Bonds. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 5.6 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas 40541772.3 -49- Government Code, or as required by any other applicable law. Thereafter, such amounts shall be deposited into the Bond Fund and expended in accordance with Section 5.2. SECTION 2.14. Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General of the State of Texas,the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Bonds to the Purchasers. Furthermore, any Authorized Official or any combination of them are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds,the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City's Bond Counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond(s) to the Purchasers. ARTICLE III FORMS OF BONDS SECTION 3.1. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Initial Bond, the Certificate of Registration, the form of Assignment, and the Notice of Demand Privilege, Mandatory Tender, and Liquidity Support to be reproduced on Bonds in any Interest Mode other than the Fixed Mode shall be substantially in the forms set forth in this Article III, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds are insured, identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association, and such legends and endorsements (including any reproduction of an Opinion of Counsel) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof,with an appropriate reference thereto on the face of the Bond. The Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or typed or produced in any other manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof. [The remainder of this page intentionally left blank.] 40541772.3 -50- SECTION 3.2. Form of Definitive Bona REGISTERED REGISTERED AMOUNT NO. $ United States of America State of Texas Counties of Nueces,Aransas,Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM VARIABLE RATE JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 2014B Interest Rate: Bond Date: Stated Maturity: CUSIP No. ................ ,2014 ................ ................ REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas (herein referred to as the City), a body corporate and municipal corporation located primarily in Bexar County, Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above (herein referred to as the Holder), or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount stated 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 Bond Date specified above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the per annum rate or rates of interest and to the persons hereinafter described until payment thereof is made or duly provided for at or after the Stated Maturity or any earlier redemption date therefor. Principal of and premium, if any, on this Bond shall be payable upon presentation and surrender of this Bond at a corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar) executing the registration certificate appearing hereon, or a successor thereof, in a city designated by it for such purpose (herein after referred to as the Place of Payment). If the specified date for any payment hereon shall be a Saturday, Sunday, or legal holiday or the equivalent (other than a moratorium) on which banking institutions generally are authorized to close in the Place of Payment for shall otherwise be a day other than a Business Day, as herein defined]', then such payment may be made on the next succeeding day which is not one of the foregoing days without additional interest and with the same force and effect as if made on the specified date for such payment. All such payments shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 1. Series,Purpose, and Authority. This Bond is one of a duly authorized issue of bonds of the City designated as its "Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 201413" issued and to be issued in the aggregate principal amount of AND NO/100 DOLLARS ($ ) (herein referred to as the Bonds)pursuant to an ordinance adopted by the governing body of the City (referred to as the Ordinance) for the purpose of providing funds for (1) . Bracket phrase may be omitted from the Bonds authenticated on or after the first day of the Fixed Mode for the Bonds of such series. 40541772.3 -51- acquiring, purchasing, constructing, improving, repairing, extending, enlarging, equipping and renovating the System and(ii)paying the costs of issuing the Bonds. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly Chapters 1371 and 1502, as amended, Texas Government Code,the City's Home Rule Charter,and the Ordinance. 2. Interest. [Insert the applicable paragraphs from Section 2 relating to the payment of interest on the Bonds.] 3. Redemption. [Insert the applicable paragraphs) from Section 2 relating to the redemption ofBonds.] It is provided in the Ordinance that Bonds may be redeemed in part and that upon any partial redemption of any such Bond the same shall, except as otherwise permitted by the Ordinance, be surrendered in exchange for one or more new Bonds of the same interest rate in authorized form and denominations for the unredeemed portion of principal. Bonds (or portions thereof) for whose redemption and payment provision is made in accordance with the Ordinance shall thereupon cease to be entitled to the lien of the Ordinance and shall cease to bear interest from and after the date fixed for redemption. 4. Limited Obligations. The Bonds of this series are special obligations of the City, issued as Junior Lien Obligations, payable from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues, being (primarily) a lien on and pledge of the Net Revenues derived from the operation of the City's utility system (as further described in the Ordinance,the System),that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. In the Ordinance,the City reserves and retains the right to issue Additional Priority Bonds, Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional Inferior Lien Obligations without limitation as to principal amount but subject to any terms, conditions, or restrictions set forth in the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance upon any property of the City or System, except with respect to the Junior Lien Pledged Revenues. 5. Provisions of Ordinance. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms;the description and nature of the Net Revenues pledged for the payment of the Bonds; the terms and conditions under which the City may issue Additional Priority Bonds, Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional Inferior Lien Obligations; the terms and conditions relating to the transfer or exchange of the Bonds;the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be deemed to be no longer Outstanding thereunder; and the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. 6. Transfer. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the Holder hereof or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Maturity, of authorized 40541772.3 -52- denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. 7. Conclusive Owner. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register(1) on each Record Date for the payment of interest hereon as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at Stated Maturity, or redemption, in whole or in part, and (iii)on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar nor any such agent of either shall be affected by notice to the contrary. 8. Representations. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding special obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by law;that issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by a pledge of and lien on the Net Revenues. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. 9. Governing Law. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. Unless either a Registration Certificate of the Comptroller of Public Accounts of the State of Texas hereon has been executed by such Comptroller or her duly authorized agent or a Certificate of Authentication hereon has been executed by the Paying Agent/Registrar, in each case by manual signature, this Bond shall not be entitled to any benefit under the Ordinance or be valid or obligatory for any purpose. [Signature page follows] 40541772.3 -53- IN WITNESS WHEREOF,the City Council of the City has caused this Bond to be duly executed under the official seal of the City. CITY OF CORPUS CHRISTI, TEXAS By: Mayor ATTEST: City Secretary (CITY SEAL) SECTION 3.3. Form of Registration Certificate of Comptroller of Public Accounts. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) 40541772.3 -54- SECTION 3.4. Form of Certificate of Paying Agent/Registrar. CERTIFICATE OF AUTHENTICATION This is one of the Bonds referred to in the within-mentioned Ordinance, a Predecessor Bond for which has been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Date of Authentication: THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., Dallas,Texas,as Paying Agent/Registrar By: Authorized Signature SECTION 3.5. 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: 40541772.3 -55- SECTION 3.6. Form of Notice of Demand Privilege,Mandatory Tender, and Liquidity Support. NOTICE OF DEMAND PRIVILEGE,MANDATORY TENDER, AND LIQUIDITY SUPPORT Optional Tender. The Tender Agent is required by the Ordinance to purchase, but solely from and to the extent of the sources of funds hereinafter described, for the account of one or more purchasers specified in the Ordinance, at the Purchase Price hereinafter described, the within Bond (or any portion thereof which in principal amount is equal to an authorized denomination), unless (and to the extent) such Bond or portion is a Bank Bond (as defined in the Ordinance) or is owned by or on behalf or for the benefit or account of the City or certain affiliates described in the Ordinance, upon tender for purchase by the Holder(or, if registered in the name of the Securities Depository or its nominee,the beneficial owner) thereof on: (1) Daily Mode: any Business Day while such Bond is in a Daily Mode, if telephone, facsimile, or other electronic notice of such tender has been received by the Remarketing Agent referred to below not later than 11:00 a.m., New York, New York time, on such Business Day, and (2) Weekly Mode: any Business Day while such Bond or portion is in a Weekly Mode, if notice of such tender has been received by the Remarketing Agent and the Paying Agent/Registrar in writing or by facsimile or other written electronic means not later than 4:00 p.m., New York, New York time, on a Business Day which is at least seven calendar days prior to such Purchase Date, in each case upon presentment of such Bond endorsed in blank (or accompanied by a bond power executed in blank)by such Holder at the office of the Tender Agent or, in the case of a Bond registered in the name of the Securities Depository or its nominee, upon credit of the beneficial ownership of such Bond to the account of the Tender Agent at the Securities Depository or any direct or indirect participant thereof other than such beneficial owner, in each case to the extent of the portion to be purchased, not later than 12:00 noon,New York,New York time, on such Purchase Date, such notice in each case stating the principal amount and Interest Mode of such Bond to be tendered, the Purchase Date therefor, and the name of the registered Holder thereof (or, if such Bond is registered in the name of the Securities Depository or its nominee, the name of the beneficial owner thereof and the name and number of the account at the Securities Depository to which the beneficial ownership of such Bond or portion thereof is then credited). The "Purchase Price"at which such Bond or portion thereof is to be so purchased is equal to 100% of the principal amount thereof plus interest, if any, accrued thereon (excluding Bank Differential) from the Bond Date specified in the within Bond or the most recent Interest Payment Date therefor to which interest thereon has been paid or duly provided for to, but excluding, such Purchase Date, payable in immediately available funds on such Purchase Date,provided that such Purchase Price shall be payable solely from and to the extent of available funds realized from the remarketing of Bonds or drawn under or derived from the Liquidity Facility or, at the election of the City, funds advanced by the City. All notices of optional tender shall be irrevocable and effective upon receipt. Mandatory Tender. As provided in the Ordinance, the within Bond (or the applicable portion thereof specified below) is required to be tendered for purchase (except to the extent such Bond or any portion thereof is a Bank Bond, as defined in the Ordinance, or registered in the name of the City) in the manner and place and for the account of the persons specified below, at the Purchase Price, but solely from and to the extent of available funds realized from the remarketing of Bonds or drawn under or 40541772.3 -56- derived from the Liquidity Facility (if any) referred to below or, at the election of the City, funds advanced by the City,upon: (1) Liquidity Facility Release: if a Liquidity Facility is in effect under the Ordinance, the (a)third Business Day preceding the date on which (1)the Liquidity Facility referred to below shall expire or (11)the obligations thereunder of the person obligated thereon shall terminate on prior notice to the Paying Agent/Registrar, and (b)last Business Day on or before any release of the Liquidity Facility upon acceptance of a substitute therefor, if in either case such Bond or portion is in a Daily Mode, Weekly Mode, Commercial Paper Mode, SIFMA Index Mode, or Term Mode, (2) New Interest Mode or Period: the first Business Day of each new Interest Mode for such Bond or portion thereof for which notice is given to the Holder, whether or not such new Interest Mode is effected, (3) New Commercial Paper Rate, SIFMA Index Mode or Term Rate: the first Business Day of each Interest Period for such Bond or portion thereof while it is in (a)a Commercial Paper Mode, (b) a SIFMA Index Mode, or(c) a Term Mode, and (4) Credit Facility Release: if a Credit Facility is in effect under the Ordinance, (a)the third Business Day prior to the expiration of the Credit Facility or prior to the date of termination of the obligations of the Credit Enhancer thereunder with prior written notice to the Paying Agent/Registrar, and (b)the last Business Day on or before the release of the Credit Facility due to substitution of an alternate Credit Facility, in each case upon presentment of such Bond endorsed in blank (or accompanied by a bond power executed in blank) by such Holder at the corporate trust office of the Tender Agent or, in the case of a Bond registered in the name of the Securities Depository or its nominee, upon credit of the beneficial ownership of such Bond to the account of the Tender Agent at the Securities Depository or any direct or indirect participant thereof other than such beneficial owner, not later than 12:00 noon, New York, New York time, on such Purchase Date. Written notice of each such mandatory tender for purchase is required to be mailed by the Tender Agent to the Holder of such Bond (except in the case of a tender required pursuant to Clause (3)(a) immediately above)not less than 20 days,if such Bond or portion thereof is in a Daily Mode or Weekly Mode, not less than 30 days, if such Bond or portion thereof is in any other Interest Mode,and in either case not more than 60 days prior to such Purchase Date. Untendered Bonds. Bonds or portions thereof for which notice of tender is duly given in accordance with the provisions described under"Optional Tender"above for any Purchase Date, or which are required to be tendered pursuant to the provisions described under"Mandatory Tender" above on any Purchase Date, and for which payment of the Purchase Price therefor is duly provided for on such Purchase Date, will be deemed to be sold on such Purchase Date, and the owner thereof shall not thereafter be entitled to any payment(including any interest accrued subsequent to such Purchase Date) in respect thereof other than such Purchase Price or otherwise be secured by or entitled to any benefit under the Ordinance. [Liquidity Support;Remarketing. Payment of the Purchase Price of Bonds that are tendered in accordance with the provisions of the Ordinance described above has been provided for the period stated therein, subject to certain conditions, by a [name of Liquidity Facility], dated as of[date] (together with any extension thereof or substitution therefor obtained by the City in accordance with the Ordinance, herein and in the within Bond referred to as the Liquidity Facility),among the Paying Agent/Registrar,the 40541772.3 -57- Tender Agent, the City, and [name of Liquidity Bank] (herein and in the within Bond in such capacity, together with the obligor on any such substitute Liquidity Facility, referred to as the Liquidity Bank), unless such Bonds are sooner purchased pursuant to remarketing in accordance with a remarketing agreement between the City and the remarketing agent appointed by the City for the Bonds (herein and in the within Bond, together with substitutes therefor, referred to as a Remarketing Agent). The Remarketing Agent for the Bonds is [name of Remarketing Agent]. Remarketing with No Liquidity Facility in Place. The Bonds were sold or remarketed into the current Interest Period without additional liquidity support being provided in the form of a Liquidity Facility. As a result, payment of the Purchase Price of Bonds that are tendered in accordance with the provisions of the Ordinance shall be made only from proceeds resultant from the remarketing of the Bonds by the Remarketing Agent(defined herein) on the City's behalf in accordance with the Ordinance. As required under the Ordinance,the City has entered into a"Remarketing Agreement" between the City and the remarketing agent appointed by the City for the Bonds (herein and in the within Bond, together with substitutes therefor, referred to as a Remarketing Agent), who shall serve in such capacity until the remarketing of the Bonds has been accomplished. The Remarketing Agent for the Bonds is [name of Remarketing Agent]. In the event that such Bonds are not converted and remarketed to new purchasers on the scheduled date of mandatory tender, the City shall have no obligation to purchase the Bonds tendered on such date, the failed conversion and remarketing shall not constitute an Event of Default under the Ordinance or the Bonds, the mandatory tender will be deemed to have been rescinded for that date with respect to the Bonds subject to such failed remarketing only, and such Bonds (1)will continue to be Outstanding, (ii)will be purchased upon the availability of funds to be received from the subsequent remarketing of such Bonds, (iii) will, while bearing interest at a Stepped Rate, be subject to redemption and mandatory tender for purchase on any date upon which a conversion occurs (which shall occur at the City's discretion upon delivery of at least one day's notice to the holders thereof),and(iv)will be deemed to continue in a SIFMA Index Mode or Term Mode, as applicable, for all other purposes of the Ordinance,though bearing interest during such time at the Stepped Rate until remarketed or redeemed in accordance with the terms of the Ordinance. In the event of a failed conversion and remarketing as described above,the City will cause the Bonds to be converted and remarketed on the earliest reasonably practicable date on which they can be sold at par, in such Interest Mode or Modes as the City directs, at a rate not exceeding the Maximum Rate.*] *Insert applicable paragraph in bracketed text. Definitions. All terms in the above notice have the meanings ascribed to such terms in the within Bond or the Ordinance. ARTICLE IV SECURITY AND LIQUIDITY SECTION 4.1. Liquidity Facility. A. Tender Agent to Demand Purchase Price. If a Liquidity Facility is in effect hereunder, the Tender Agent shall give such notice and do such other acts as may be required by such Liquidity Facility(in the manner therein permitted and by the time required thereby)to cause the Liquidity Bank on each Purchase Date to purchase at the Purchase Price, or otherwise to advance the Purchase Price of, all Eligible Bonds or portions thereof (1)that are required to be purchased pursuant to this Section 4.1 on such Purchase Date and (2) for which the Purchase Price therefor has not been paid or deposited in 40541772.3 -58- immediately available funds to the Purchase Fund from the proceeds of the remarketing of such Bonds (other than to the City) by 12:00 noon, New York, New York time, on such Purchase Date. On each Purchase Date the Tender Agent shall give notice to the City and the Liquidity Bank by telephone, promptly confirmed in writing, or by facsimile or other electronic means specifying the Purchase Price of Bonds to be purchased pursuant to or with funds drawn under the Liquidity Facility on such date. In making draws or claims for payment under the Liquidity Facility, the Tender Agent shall act on behalf and for the account and benefit of the Holders (other than the City) and not on behalf, for the account or benefit, or subject to the control of the City. All funds drawn or claimed by the Tender Agent under the Liquidity Facility shall be credited to the Purchase Fund and applied in accordance with this Section 4.1. B. Release of Liquidity Facility. The Tender Agent shall release and return the Liquidity Facility to the Liquidity Bank at the request of the City or approve the assignment of the Liquidity Facility by the Liquidity Bank without recourse: (1) Defeasance: when there are no Outstanding Bonds other than Bonds in a Fixed Mode; or (2) Expiration or Termination: when the Liquidity Facility has expired or been terminated in accordance with its terms; or (3) Successor Tender Agent: when a successor Tender Agent has been appointed and qualified pursuant to this Ordinance and a new Liquidity Facility has been issued to such successor; or (4) Replacement: at the close of business on the first Business Day for all Bonds on or after the first day as of which(1) an alternate Liquidity Facility has been issued to and accepted by the Tender Agent at the direction of the City in accordance with Subsection C of this Section 4.1 and (ii)the Purchase Price of all Bonds tendered or deemed tendered on such Business Day pursuant to this Section 4.1 has been paid or duly provided for;provided that, if any portion of the Bonds is then in a Commercial Paper Mode, SIFMA Index Mode, Term Mode, or Fixed Mode, such Business Day is also the first Business Day of an Interest Period for each such Bond; or (5) Release Upon Conversion: at the close of business on the first Business Day on which all Bonds are in a Fixed Mode, provided that the Purchase Price of all Bonds tendered or deemed tendered on such Business Day pursuant to this Section 4.1 has been paid or duly provided for; and not otherwise; provided that, no such release or assignment shall be effected by the Tender Agent pursuant to Clause B(4) of this Section unless the Credit Enhancer consents in writing to such release or assignment or the Credit Facility is then released pursuant to Section 4.2J. The Tender Agent shall give notice of the mandatory tender of Bonds prior to the date of any release or assignment pursuant to Clause B(2) or B(4) of this Section 4.1 in accordance with Section 2.5B. C. Acceptance of Liquidity Facility. The initial Liquidity Facility and each alternate Liquidity Facility accepted by the Tender Agent in substitution for the Liquidity Facility then in effect, and each extension or amendment of the Liquidity Facility then in effect, (1) Stated Amount: shall provide for draws or claims sufficient to pay a Purchase Price up to the principal of the Bonds or portions thereof in a Daily Mode, Weekly Mode, 40541772.3 -59- Commercial Paper Mode, SIFMA Index Mode, or Term Mode plus interest on each such Bond, at the maximum per annum rate of interest which may be borne by such Bonds or portions during any Interest Mode to be in effect therefor (assuming no subsequent ordinance designating a different Interest Mode) during the term of such Liquidity Facility,for up to at least(1) 35 days in respect of all such Bonds or portions thereof then in a Daily Mode or Weekly Mode plus (ii)the greatest number of days between Interest Payment Dates therefor in respect of all such Bonds or portions then in a Commercial Paper Mode and a SIFMA Index Mode plus (iii) 180 days in respect of all such Bonds in a Term Mode; (2) Term: shall have a term which, if the resulting release of the Liquidity Facility then in effect shall occur while any Bonds (or portions thereof) are in a Commercial Paper Mode, SIFMA Index Mode, or Term Mode, is not less than the shorter of the remaining term of the Liquidity Facility then in effect or the remaining term of the Interest Period for such Bonds (or portions thereof)then in effect, (3) Form: may be a bond purchase agreement, letter of credit, line of credit, policy of insurance, surety bond, acceptance, or guarantee or otherwise be in structure and form different from the Liquidity Facility then in effect; and (4) Approval: shall be consented to (as to both form and the identity of the provider) in writing by the Credit Enhancer, if any. The Tender Agent shall accept an alternate Liquidity Facility in substitution for the Liquidity Facility then in effect which is to be released in accordance with Subsection B of this Section 4.1 or an extension or amendment thereof, at the direction of the City given by ordinance of the City Council delivered to the Tender Agent, but (in the case of an alternate Liquidity Facility or an amendment, not comprising a mere extension, that affects the payment obligations of the Liquidity Bank) only upon receipt by the Tender Agent and by the Credit Enhancer (if any) of an Opinion of Counsel stating that (1) such Liquidity Facility or amendment was issued in accordance with the conditions of this Section 4.1, (2) such Liquidity Facility constitutes a legal, valid, and binding obligation of the obligor thereon and is enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by principles of sovereign immunity and by bankruptcy, insolvency, reorganization, moratorium, or other laws for the relief of debtors other than the City and by general principles of equity which permit the exercise of judicial discretion), and (3)the substitution of such alternate Liquidity Facility for the Liquidity Facility then in effect or the acceptance of such amendment, as the case may be, will not adversely affect any exclusion of the interest on any Bond from the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. The Tender Agent shall not be required to accept or cause to be accepted any such alternate Liquidity Facility or amendment which materially adversely affects the rights,duties, and immunities of the Tender Agent or its agents hereunder. The Tender Agent shall give prompt notice of each extension of the Liquidity Facility, stating the new expiration date,to each Holder of Bonds. D. No Liquidity Facility in Initial Interest Period. The Bonds are sold and delivered into the initial Interest Period during which the Bonds bear interest at a Term Rate and there has been acquired no, and there is not at such time in force and effect any, Liquidity Facility. As a result,the provisions of this Section 4.1 shall become effective only upon delivery to and acceptance by the Tender Agent pursuant to Subsection C of this Section 4.1 of a Liquidity Facility therein described and until such delivery and acceptance neither this Section 4.1 nor any reference to Liquidity Facility or Liquidity Bank in this Ordinance shall have or be given any effect. 40541772.3 -60- SECTION 4.2. Credit Enhancement. A. Application of Section. The provisions of this Section 4.2 shall become effective only upon delivery to and acceptance by the Paying Agent/Registrar pursuant to Subsection K of this Section 4.2 of a Credit Facility therein described and until such delivery and acceptance neither this Section 4.2 nor any reference to Credit Facility or Credit Enhancer in this Ordinance shall have or be given any effect. There is initially no Credit Facility. B. Draws or Claims Under Credit Facilities. After the Paying Agent/Registrar accepts any Credit Facility pursuant to Subsection K of this Section 4.2, the Paying Agent/Registrar shall present all notices, drafts, demands, claims, and other documents required by such Credit Facility (in the manner and to the extent therein permitted and by the time required thereby) to draw or claim funds thereunder in an amount sufficient, and by the time required (to the extent therein permitted), to pay the principal of(and premium, if any) and interest on (but not the Purchase Price of)the Bonds to become due at the Maturity thereof(whether by reason of the Stated Maturity thereof or call for redemption), and the interest thereon to become due on each Interest Payment Date therefor, but in every case only in respect of Bonds that are not Bank Bonds (unless the Credit Facility is in the form of a municipal bond or financial guaranty insurance policy) and, to the actual knowledge of the Paying Agent/Registrar, are not owned by an Ineligible Owner. The Paying Agent/Registrar shall deposit all receipts from such draws and claims in a separate account held by it for the sole benefit of the Bondholders and shall apply such receipts to pay principal of,premium, if any, and interest on the Bonds for which such claim or draw was made. C. Amendments. The City shall not amend or repeal this Ordinance unless the Credit Enhancer consents to such action in writing or such supplement is not detrimental to the interests of the Holders or the Credit Enhancer. D. Thirty Party Beneficiary. The Credit Enhancer shall be a beneficiary of all agreements contained herein and may enforce such agreements to the same extent as if it were the Holder of all Outstanding Bonds. E. Notices. (1) General. Any notice that is required to be given by the City or the Paying Agent/Registrar to a Holder of a Bond pursuant to this Ordinance also shall be given to the Credit Enhancer by such person. (2) Amendments. If the City enacts any amendment to this Ordinance or any other document executed in connection with the issuance of the Bonds, the City shall send a copy of such amendment to (1)Moody's Investors Service, Inc., 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, Attention: Public Finance Group—Texas Local Ratings; (2) Standard & Poor's, 55 Water Street, 38th Floor, New York, New York 10004, Attention: Municipal Structured Finance, e-mail pubfin_structured @standardandpoors.com; and (3) Fitch Ratings, One State Street Plaza, New York, New York, 10004, Attention: Municipal Structured Finance, or at such other address as may have been provided to the City by such person, if the Credit Facility is in the form of a policy of municipal bond insurance. F. Defeasance. The City shall not enter into or authorize any agreement for the future reinvestment of amounts deposited, or invested in obligations deposited, pursuant to Section 4.4, unless the Credit Enhancer shall have consented to such agreement in writing, if the Credit Facility is in the form of a policy of municipal bond insurance. 40541772.3 -61- G. Consents. Whenever in this Ordinance it is provided that certain acts or agreements may be taken, made, or waived with the consent of the Holder of the Bonds or any portion thereof,no such act or agreement may be taken,made, or waived unless the Credit Enhancer has consented thereto in writing. H. Control by Credit Enhancer. Anything in this Ordinance to the contrary notwithstanding, any request, demand, authorization, direction, notice, consent, waiver, or other action provided in this Ordinance to be given or taken by the Holders of Bonds to direct, consent to, or waive the exercise by the City of any right hereunder (except in respect of an amendment described in Clause (1), (2), or (3) of Section 7.1) shall be given or taken by, and only by, a written instrument signed by the Credit Enhancer. L References to Credit Enhancer. The provisions of Subsections C, E, F, G and H of this Section shall be and remain effective only so long as no Credit Enhancer Default shall have occurred and be continuing. J. Release of Credit Facilities. The Paying Agent/Registrar shall release and return a Credit Facility to the Credit Enhancer obligated thereon: (1) Defeasance: when there are no Outstanding Bonds, provided that such Credit Facility provides for its release and return upon defeasance by its terms; or (2) Expiration or Termination: when such Credit Facility has expired or been terminated in accordance with its terms; or (3) Successor Paying Agent/Registrar: when a successor Paying Agent/Registrar has been appointed and qualified pursuant to this Ordinance and a new Credit Facility has been issued to such successor with at least the maximum aggregate credit available under the Credit Facility to be released and otherwise identical to such Credit Facility; or (4) Reduction of Amount: in the case of a Credit Facility other than a municipal bond or financial guaranty insurance policy, when the maximum aggregate credit available under such Credit Facility is reduced pursuant to the terms thereof and the Credit Enhancer obligated thereon has issued a new Credit Facility to the Paying Agent/Registrar in the stated amount of the maximum aggregate credit available under such Credit Facility as so reduced and otherwise identical to the Credit Facility to be released; or (5) Replacement: at the close of business on a day when (1)there is in effect an alternate Credit Facility issued to and accepted by the Paying Agent/Registrar at the direction of the City in accordance with Subsection K of this Section and (ii)the Purchase Price of all Bonds tendered or deemed tendered in respect of such release pursuant to Section 2.5A(3)(d) has been paid or duly provided for other than with funds advanced by the City; provided that, if any portion of the Bonds is then in Commercial Paper Mode, Term Mode, SIFMA Index Mode, or Fixed Mode, such day is also the first Business Day of an Interest Period for each such Bond or portion; and not otherwise;provided, however,that no Credit Facility shall be released pursuant to Clause J(S) of this Section 4.2 or otherwise canceled, terminated, amended, or modified unless the Liquidity Facility shall also be released pursuant to Section 4.IB(4) or (S) or the Liquidity Bank shall consent in writing. The Paying Agent/Registrar shall give notice,pursuant to Section 2.5B, of the mandatory tender of Bonds prior to the date of any release pursuant to Clause J(2) or J(S) of this Section 4.2. 40541772.3 -62- K. Acceptance of Credit Facility. The initial Credit Facility and each alternate Credit Facility accepted by the Paying Agent/Registrar in substitution for a Credit Facility then in effect and each extension or amendment of any Credit Facility then in effect, (1) Stated Amount: shall provide for draws or claims sufficient to pay the principal of the Bonds then Outstanding plus interest on each such Bond, at the maximum per annum rate of interest which may be borne by such Bond during any Interest Mode to be in effect therefor (assuming no subsequent ordinance designating a different Interest Mode and excluding Bank Differential, except as otherwise agreed with the Liquidity Bank) during the term of such Credit Facility, for up to at least the sum of(a)the greatest number of days during which interest can accrue and remain unpaid as of any Interest Payment Date in any such Interest Mode without default, (b)the greatest number of days which may transpire after a draw or claim under the alternate Credit Facility to pay interest on Bonds prior to the reinstatement of such amount, and (c) (if terminable prior to the Stated Maturity of the Bonds) 5 days, (2) Term: if the resulting release of the Credit Facility then in effect required by Subsection J of this Section shall occur while any Bonds (or portions thereof) are in a Commercial Paper Mode, SIFMA Index, Mode, or Term Mode, the Bonds shall have a term which is not less than the shorter of the remaining term of such Credit Facility or the remaining term of the Interest Period for such Bonds or portions then in effect, (3) Form: may be a letter of credit, policy of insurance, surety bond, acceptance, or guarantee or otherwise be in structure and form different from the Credit Facility then in effect, and (4) Approval: shall be consented to in writing by the Liquidity Bank if a Liquidity Facility is then in effect and is not then to be released. The Paying Agent/Registrar shall accept a Credit Facility, or an extension or amendment thereof at the direction of the City given by ordinance of the City Council delivered to the Paying Agent/Registrar, but (in the case of an alternate Credit Facility or an amendment, not comprising a mere extension, that affects the payment obligations of the Credit Enhancer) only upon receipt by the Paying Agent/Registrar and by any Liquidity Bank which is not obligated on such alternate or amended Credit Facility of an Opinion of Counsel stating that(1) such Credit Facility or amendment is in accordance with the conditions of this Section 4.2, (ii) such Credit Facility, as amended, constitutes a legal, valid, and binding obligation of the obligor thereon and is enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by principles of sovereign immunity and by bankruptcy, insolvency, reorganization, moratorium, or other laws for the relief of debtors other than the City and by general principles of equity which permit the exercise of judicial discretion), and (iii)the acceptance of such alternate Credit Facility or amendment, as the case may be, will not adversely affect any exclusion of the interest on any Bond from the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. The Paying Agent/Registrar shall not be required to accept any Credit Facility, extension, or amendment which materially adversely affects the rights, duties, or immunities of the Paying Agent/Registrar or its agents hereunder. SECTION 4.3. Pledge of Junior Lien Pledged Revenues. A. Pledge. The City hereby covenants and agrees that the Junior Lien Pledged Revenues of the System are hereby irrevocably pledged to the payment and security of the Junior Lien Obligations, including the establishment and maintenance of the special funds or accounts created for the payment and 40541772.3 -63- security thereof, all as hereinafter provided; and it is hereby resolved that the Junior Lien Obligations, and the interest thereon, shall constitute a lien on and pledge of the Junior Lien Pledged Revenues and be valid and binding without any physical delivery thereof or further act by the City, and the lien created hereby on the Junior Lien Pledged Revenues for the payment and security of the Junior Lien Obligations, shall be, subject to the subordinate lien nature of the Junior Lien Pledged Revenues as herein described otherwise, prior in right and claim as to any other indebtedness, liability, or obligation of the City or the System. The Junior Lien Obligations are and will be secured by and payable only from the Junior Lien 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. Perfection. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Bonds and the pledge of Junior Lien 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 Junior Lien Obligations are Outstanding and unpaid such that the pledge of the Junior Lien Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Junior Lien Obligations the perfection of the security interest in this pledge, the City Council 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 this pledge to occur. SECTION 4.4. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the lien on and pledge of Junior Lien Pledged Revenues made under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (1)money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar or an authorized escrow agent, or(ii)Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case of a net defeasance, been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof for the Bonds. In the event of a gross defeasance of the Bonds,the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due,the principal of, redemption premium (if any), and interest due on any defeased Bonds. The City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 28 hereof). 40541772.3 -64- Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s)thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3)years after the Stated Maturity, or applicable redemption date, of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (1) 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(1) 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. ARTICLE V SYSTEM FUNDS AND ACCOUNTS SECTION 5.1. System Fund. The City hereby covenants, agrees, and ratifies its prior covenants and agreements that the Gross Revenues of the System shall be deposited, as collected and received, into a separate Fund or account (previously created and established and to be maintained with the Depository) known as the "City of Corpus Christi, Texas Utility System Revenue Fund" (the System Fund and that the Gross Revenues of the System shall be kept separate and apart from all other funds of the City. All Gross Revenues deposited into the System Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: A. First: To the payment of all necessary and reasonable Operating Expenses or other expenses required by statute to be a first charge on and claim against the revenues of the System. B. Second: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Priority Bonds and any Additional Priority Bonds hereafter issued by the City. C. Third: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Junior Lien Obligations and any Additional Junior Lien Obligations hereafter issued by the City. D. Fourth: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City. 40541772.3 -65- E. Fifth: To the payment of the amounts that must be deposited in any special funds and accounts created and established for the payment, security, and benefit of the Previously Issued Inferior Lien Obligations and any Additional Inferior Lien Obligations hereafter issued by the City. Any Net Revenues remaining in the System Fund following such transfers may be used by the City for payment of other obligations of the System, and for any other lawful purpose;provided,however, that for so long as any Priority Bonds remain Outstanding, transfers made for purposes other than for payment of obligations of the System shall be made only at the end of the Year (if such limitation is imposed, and then, only to the extent imposed in the City ordinances authorizing the issuance of the Priority Bonds. SECTION 5.2. Bond Fund;Excess Bond Proceeds. For purposes of providing funds to pay the principal of and interest on the currently Outstanding Junior Lien Obligations as the same become due and payable, the City agrees to maintain, at the Depository, a separate and special Fund or account to be created and known as the "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Interest and Sinking Fund" (the Bond Fund). The City covenants that there shall be deposited by an Authorized Official into the Bond Fund prior to each principal and interest payment date from the available Net Revenues an amount equal to one hundred per cent (100%) of the amount required to fully pay the interest on and the principal of the currently Outstanding Junior Lien Obligations then falling due and payable, such deposits to pay maturing principal and accrued interest on the currently Outstanding Junior Lien Obligations to be made in substantially equal monthly installments on or before the 10th day of each month, beginning on or before the 10th day of the month next following the delivery of the Bonds to the Purchasers, such installments being substantially equal whenever Bonds are in a Term Mode, SIFMA Index Mode (with respect to principal payments coming due (whether by reason of Stated Maturity or mandatory sinking fund redemption), as interest on Bonds in a SIFMA Index Mode is payable monthly), or Fixed Mode. As described further in Section 5.4 hereof, if the Junior Lien Pledged Revenues in any month are insufficient to make the required payments into the Bond Fund, then the amount of any deficiency in such payment shall be added to the amount otherwise required to be paid into the Bond Fund in the next month. The required monthly deposits to the Bond Fund for the payment of principal of and interest on the currently Outstanding Junior Lien Obligations shall continue to be made as hereinabove provided until such time as (1)the total amount on deposit in the Bond Fund and Reserve Fund is equal to the amount required to fully pay and discharge all Outstanding Junior Lien Obligations (principal and interest) or (ii)the Junior Lien Obligations are no longer Outstanding. Any proceeds of the Bonds, and investment income thereon, not expended for authorized purposes shall be deposited into the Bond Fund and shall be taken into consideration and reduce the amount of monthly deposits required to be deposited into the Bond Fund from the Net Revenues of the System. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in such Fund from the Junior Lien Pledged Revenues. 40541772.3 -66- SECTION 5.3. Reserve Fund. To accumulate and maintain a reserve for the payment of the Bonds equal to 100% of the Average Annual Debt Service Requirements or such lesser amount as restricted by the Code (calculated by the City Council at the beginning of each Fiscal Year and as of the date of issuance of the Bonds and each series of Additional Junior Lien Obligations) for the Bonds (the Required Reserve Amount),the City hereby creates and establishes, and shall maintain at a Depository a separate and special fund known as the "Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds Reserve Fund" (the Reserve Fund). Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the System Fund. All funds deposited into the Reserve Fund shall be used solely for the payment of the principal of and interest on the Bonds, when and to the extent other funds available for such purposes are insufficient, and, in addition,may be used to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds. The City may acquire a Credit Facility or Facilities issued by a Credit Provider in amounts equal to all or part of the Required Reserve Amount for the Bonds in lieu of depositing cash into the Reserve Fund; provided, however,that no such Credit Facility may be so substituted unless the substitution of the Credit Facility will not, in and of itself, cause any ratings then assigned to the Bonds by any Rating Agency to be lowered and the resolution authorizing the substitution of the Credit Facility for all or part of the Required Reserve Amount for the Bonds contains (1) a finding that such substitution is cost effective and (ii) a provision that the interest due on any repayment obligation of the City by reason of payments made under such Credit Facility does not exceed the highest lawful rate of interest which may be paid by the City at the time of the delivery of the Credit Facility. The City reserves the right to use Junior Lien Pledged Revenues to fund the payment of(1) periodic premiums on the Credit Facility as a part of the payment of the City's Operating Expenses, and (2) any repayment obligation incurred by the City (including interest) to the Credit Provider, the payment of which will result in the reinstatement of such Credit Facility, prior to making payments required to be made to the Reserve Fund pursuant to the provisions of this Section to restore the balance in such fund the Required Reserve Amount for the Bonds. Until the issuance of any Additional Junior Lien Obligations (or as from time to time recalculated by the City as provided in the first paragraph of this Section), the Required Reserve Amount is $ (inclusive of the Bonds and the Series 2014A Bonds). Of this amount, $ , representing the portion of the Required Reserve Amount attributable to the Bonds, shall be deposited to the Reserve Fund at such time as may be required pursuant to the provisions of this Section from Revenues, paid from the System Fund at such level of priority as specified in Section 5.1, by the deposit of monthly installments,made on or before the l Oh day of each month following the month in which such obligation to fund the Reserve Fund arises, of not less than 1/60th of the amount to be maintained in the Reserve Fund. As and when Additional Junior Lien Obligations are delivered or incurred,the Required Reserve Amount shall be increased, if required, to an amount calculated in the manner provided in the first paragraph of this Section. Any additional amount required to be maintained in the Reserve Fund shall be so accumulated by the deposit of all or a portion of the necessary amount from the proceeds of the issue or other lawfully available funds in the Reserve Fund immediately after the delivery of the then proposed Additional Junior Lien Obligations, or, at the option of the City, by the deposit of monthly installments, made on or before the business day before the IOth day of each month following the month of delivery of the then proposed Additional Junior Lien Obligations, of not less than 1/60th of the additional amount to be maintained in the Reserve Fund by reason of the issuance of the Additional Junior Lien Obligations then being issued (or 1/60th of the balance of the additional amount not deposited immediately in cash) 40541772.3 -67- (such deposits, the Required Reserve Fund Deposits), thereby ensuring the accumulation in the Reserve Fund of the appropriate Required Reserve Amount. When and for so long as the cash and investments in the Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Reserve Amount(other than as the result of the issuance of Additional Junior Lien Obligations as provided in the preceding paragraph), the City covenants and agrees to cure the deficiency in the Required Reserve Amount by resuming the Required Reserve Fund Deposits to the Reserve Fund from the Junior Lien Pledged Revenues in monthly deposit amounts equal to not less than 1/60th of the Required Reserve Amount covenanted by the City to be maintained in the Reserve Fund. Any such deficiency payments shall be made on or before the 10th day of each month until the Required Reserve Amount has been fully restored. The City further covenants and agrees that, subject only to the prior payments to be made to the Bond Fund,the Junior Lien Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount and to cure any deficiency in such amounts as required by the terms of this Ordinance, any City ordinance authorizing the issuance of the Priority Bonds, and any other ordinance pertaining to the issuance of Additional Junior Lien Obligations. During such time as the Reserve Fund contains the Required Reserve Amount, the City Council may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the Required Reserve Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or used by the City for any other lawful purpose;provided,however,to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then- applicable State law. In the event a Credit Facility issued to satisfy all or a part of the City's obligation with respect to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the Required Reserve Amount for the Bonds,the City may transfer such excess amount to any fund or funds established for the payment of or security for the Bonds (including any escrow established for the final payment of any such obligations pursuant to the provisions of Chapter 1207), or be used for any lawful purposes; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then-applicable State law. Notwithstanding anything to the contrary contained in this Section, the requirements set forth above to fund the Reserve Fund in the amount of the Required Reserve Amount shall be suspended for such time as the Junior Lien Pledged Revenues for each Fiscal Year are equal to at least 110% of the Average Annual Debt Service Requirements. In the event that the Junior Lien Pledged Revenues for any two consecutive Fiscal Years are less than 110% (unless such percentage is below 100% in any Fiscal Year, in which case the hereinafter—specified requirements will commence after such Fiscal Year) of the Average Annual Debt Service Requirements,the City will be required to commence making the deposits to the Reserve Fund, as provided above, and to continue making such deposits until the earlier of(1) such time as the Reserve Fund contains the Required Reserve Amount or(ii)the Junior Lien Pledged Revenues for a Fiscal Year have been equal to not less than 110% of the Average Annual Debt Service Requirements. SECTION 5.4. Deficiencies;Excess Net Revenues. A. If on any occasion there shall not be sufficient Junior Lien Pledged Revenues to make the required deposits into the Bond Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Junior Lien Pledged Revenues, or from any other sources available for such 40541772.3 -68- purpose, and such payments shall be in addition to the amounts required to be paid into these Funds or accounts during such month or months. B. Subject to making the required deposits to the Bond Fund when and as required by any ordinance or resolution authorizing the issuance of the currently Outstanding Priority Bonds, the Junior Lien Obligations, the Subordinate Lien Obligations, and the Inferior Lien Obligations, the excess Net Revenues of the System may be used by the City for any lawful purpose (as further provided in Section 5.1 hereof). SECTION 5.5. Payment of Bonds. While any of the Bonds are Outstanding,the Authorized Officials shall cause to be transferred to the Paying Agent/Registrar therefor, from funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly each installment of interest on and principal of the Bonds as such installment accrues or matures; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the Bonds at the close of the business day next preceding the date a debt service payment is due on the Bonds. SECTION 5.6. Investments. Funds held in any Fund or account created, established, or maintained pursuant to this Ordinance shall, at the option of the City, be placed in time deposits, certificates of deposit, guaranteed investment contracts or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, or any other law, and secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, including investments held in book-entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured, or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any Fund or account will be available at the proper time or times. Such investments (except State and Local Government Series investments held in book entry form, which shall at all times be valued at cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal Year. All interest and income derived from deposits and investments in the Bond Fund immediately shall be credited to, and any losses debited to,the Bond Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. ARTICLE VI COVENANTS SECTION 6.1. Application of the Covenants and Agreements of the Priority Bonds. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administering and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in 40541772.3 -69- the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding, and to the extent of any irreconcilable conflict between the provisions contained herein and in the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of the Priority Bonds now or hereafter Outstanding. It is expressly recognized that prior to the issuance of any Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, or Additional Inferior Lien Obligations,that the City must comply with each of the conditions precedent contained in this Ordinance and the City ordinances authorizing the issuance of the then-Outstanding Priority Bonds, as appropriate. SECTION 6.2. Issuance of Additional Priority Bonds, Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional Inferior Lien Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Additional Priority Bonds payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System upon satisfying each of the conditions precedent contained in the City ordinances authorizing the Previously Issued Priority Bonds concerning the issuance of Additional Priority Bonds for refunding purposes. B. Additional Junior Lien Obligations, secured by and payable from the Junior Lien Pledged Revenues, which includes (primarily) a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien there on and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations,upon satisfying each of the following conditions precedent: (1) The City Manager (or other officer of the City then having the responsibility for the financial affairs of the City) shall have executed a certificate stating (1)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 Net 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 Net 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 Junior Lien Obligations, but such certificate shall not be dated prior to the date an ordinance is passed authorizing the issuance of such Additional Junior Lien Obligations. (2) Conditions Precedent for Issuance of Additional Junior Lien Obligations - Capital Improvements and for any other Lawful Purpose except for Capital Additions or for Refunding. The City covenants and agrees that Additional Junior Lien Obligations 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 (3)this Section and Section 65 hereof, respectively) unless and until the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has secured a certification of the City Manager to the effect that, according to the books and records 40541772.3 -70- of the City, the Net Earnings (as hereinafter defined) for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then-Outstanding Priority Bonds and Junior Lien Obligations after giving effect to the Additional Junior Lien Obligations then proposed. The foregoing notwithstanding,the City covenants and agrees that Additional Junior Lien Obligations may not be issued for the purpose of financing Capital Improvements when other Outstanding Junior Lien Obligations which have been issued for the purpose of financing Capital Additions and for which capitalized interest for such other Junior Lien Obligations has been provided for at least the twelve months subsequent to the date of issuance of the Additional Junior Lien Obligations then proposed to be issued, unless the conditions precedent in Subsection (1) 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 (2) as set forth above cannot be satisfied, the City has satisfied the conditions precedent in Subsection (3)(1) 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 certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then-Outstanding Priority Bonds and Junior Lien Obligations (other than any Priority Bonds or Junior Lien Obligations 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 Junior Lien Obligations proposed to be issued) after giving effect to the Additional Junior Lien Obligations then proposed to be issued. (3) Conditions Precedent for Issuance of Additional Junior Lien Obligations - Capital Additions: Initial Issue. The City covenants and agrees that Additional Junior Lien Obligations will not be issued for the purpose of financing Capital Additions, unless the same conditions precedent specified in Subsection (1) above have been satisfied and, in addition thereto, either the relevant conditions precedent specified in Subsection (1) above are satisfied or, in the alternative, the City shall have obtained: (1) from an Engineer 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 Fiscal 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 an Engineer to the effect that, based on an engineering report prepared thereby for each Capital Addition, the projected Net Earnings for each of the five Fiscal Years subsequent to the date the Capital Addition becomes commercially operative (as estimated in the engineering report) will be equal to at least 1.15 times the Average Annual Debt Service Requirements for the currently Outstanding Junior Lien Obligations or 40541772.3 -71- incurred and all Additional Junior Lien Obligations 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 Fiscal Year subsequent to the date the Capital Addition is estimated to become commercially operative. (4) Completion Issues. Once a Capital Addition has been initiated by meeting the conditions precedent specified in Subsection (3)(1) and (ii) above and the initial Junior Lien Obligations issued therefor are delivered, the City reserves the right to issue Additional Junior Lien Obligations 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 (3)(1) and (ii) or Subsection (1) of this Section but subject to satisfaction of the following conditions precedent: (1)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 Net Revenues of the System to be Outstanding after the issuance of the Additional Junior Lien Obligations then being issued for the period (the Forecast Period of each ensuing Fiscal Year through the fifth Fiscal Year subsequent to the latest estimated date such Capital Addition is expected to be commercially operative; and (ii) an Engineer 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 Net Revenues of the System will be adequate to pay all the obligations, payable from the Junior Lien Pledged Revenues of the System to be Outstanding after the issuance of the Additional Junior Lien Obligations then being issued for the Forecast Period and(B)the proceeds from the sale of such Additional Junior Lien Obligations are estimated to be sufficient to complete such acquisition and construction. (5) Computations; Reports. With reference to Junior Lien Obligations anticipated and estimated to be issued or incurred, the Average Annual Debt Service Requirements therefor shall be those reasonably estimated and computed by the City's 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 any series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as an offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. In the preparation of the engineering report required in Subsection (3)(1) above, an Engineer 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 Junior Lien Obligations for Capital Additions, the certification of the City Manager and an Engineer, 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. (6) Combination Issues. Junior Lien Obligations for Capital Additions may be combined in a single issue with Junior Lien Obligations for Capital Improvements or for any lawful purpose provided the conditions precedent set forth in Subsection (2) through (4) are complied with as the same relate to the appropriate purpose. (7) Definition 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 and those items identified in the SECOND level of priority in Section 5.1 hereof, but not 40541772.3 -72- expenditures which, under standard accounting practice, should be charged to capital expenditures. (8) Determination of Net Earnings. In making a determination of Net Earnings for any of the purposes described in this Section, the City Manager may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at least 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 City Manager's certification or opinion based on such change in rates and charges being in effect for the entire period covered by the City Manager's certificate or opinion. C. The City may issue Additional Subordinate Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged Revenues, respectively, but senior and superior to the lien there on and pledge thereof securing the repayment of the Inferior Lien Obligations, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in the ordinances authorizing the issuance of the currently-Outstanding Priority Bonds, this Ordinance, and the Previously Issued Subordinate Lien Obligations. D. The City may issue Additional Inferior Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged Revenues, respectively, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in the ordinances authorizing the issuance of the currently-Outstanding Priority Bonds, this Ordinance, and, to the extent applicable, the Federal Contract. SECTION 6.3. Refunding Bonds. The City reserves the right to issue refunding bonds to refund all or any part of the currently Outstanding Debt, pursuant to any applicable law then available, upon such terms and conditions as the City Council may deem to be in the best interest of the City, and if less than all such currently Outstanding Debt are refunded, the conditions precedent prescribed for the issuance of Additional Junior Lien Obligations set forth in Section 62 of this Ordinance shall be satisfied and the City Managers' certification required in Section 62 shall give effect to the Debt Service Requirements of the proposed refunding bonds (but shall not give effect to the Debt Service Requirements of the obligations being refunded following their cancellation or provision being made for their payment). SECTION 6.4. Rates and Charges. For the benefit of the Holders of the Bonds and in addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Junior Lien Obligations are Outstanding, to establish and maintain rates and charges for facilities and services afforded by the System that are reasonably expected, on the basis of available information and experience and with due allowance for contingencies,to produce Gross Revenues in each Fiscal Year sufficient: 40541772.3 -73- A. To pay all Operating Expenses, or any expenses required by statute to be a first claim on and charge against the Gross Revenues of the System. B. To produce Net Revenues,together with any other lawfully available funds, sufficient to satisfy the rate covenant contained in the ordinances authorizing the issuance of the Priority Bonds and to pay the principal of and interest on the Priority Bonds and the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Priority Bonds, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a prior and first lien on an pledge of the Net Revenues of the System; C. To produce Net Revenues, together with any other lawfully available funds, equal to at least 1.15 times Average Annual Debt Service Requirements on the then-Outstanding Junior Lien Obligations and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Junior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues, including the Junior Lien Pledged Revenues,that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations; D. To produce Net Revenues,together with any other lawfully available funds, sufficient to pay the amounts that may be deposited in the special funds established for the payment of the Subordinate Lien Obligations; E. To produce Net Revenues,together with any other lawfully available funds, sufficient to pay the principal of and interest on the Inferior Lien Obligations as the same become due and payable and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Inferior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds and the Junior Lien Obligations; and F. To pay,together with any other lawfully available funds, any other legally incurred Debt payable from the Net Revenues of the System and/or secured by a lien on any part of the System. The determination of the amount of principal of and interest on any obligations identified in this Section for the purpose of confirming the sufficiency of System rates and charges shall be made after giving consideration as an offset to debt service the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of obligations irrevocably designated as refundable tax credit bonds pursuant to the City ordinance authorizing their issuance or otherwise relating thereto. SECTION 6.5. Security of Funds. All money on deposit in the funds or accounts for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds or accounts shall be used only for the purposes permitted by this Ordinance. 40541772.3 -74- SECTION 6.6. 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 Junior Lien Obligations; it will promptly pay or cause to be paid the principal amount of and interest on all Debt, on the dates and in the places and manner prescribed in such ordinances and such Debt; 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 Debt 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 Debt, by all legal 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 thereof, for the benefit of the owners of the Junior Lien Obligations, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Junior Lien Pledged Revenues to the payment of the Junior Lien Obligations 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, laborer'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, 40541772.3 -75- 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 Junior Lien 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 Net Revenues of the System in any manner, except as permitted in the City Ordinances authorizing the Previously Issued Priority Bonds and in this Ordinance (which provisions are also included in other City ordinances authorizing other series of Junior Lien Obligations). 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 (B) the proceeds of such sale are $250,000 or less, or it shall have received a certificate executed by an Engineer 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 an Engineer and the City Manager stating (1)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 Fiscal Year with the provisions of Subsection K of this Section. The proceeds of any such sale or exchange not used to acquire other property necessary or desirable for the safe or efficient operation of the System shall forthwith, at the option of the City (1)be used to redeem or purchase Debt, or(ii) otherwise be used to provide for the payment of Debt. 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 Debt, or with the proceeds of obligations which were refunded in whole or in part with the proceeds of Debt, 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 Debt 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 an Engineer 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 40541772.3 -76- 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 Fiscal 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. (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 listing 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. Audits. After the close of each Fiscal Year while any Debt is Outstanding, an audit will be made of the books and accounts relating to the System and the Net Revenues by the Accountant. Such annual audit reports shall be open to the inspection of the registered owners of Debt and their agents and representatives at all reasonable times. L. 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. M. 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 a substitute for the System's facilities, and,to the extent that it legally may,the City will prohibit any such competing facilities. N. Rights of Inspection. The Engineer of Record or any registered owner of$100,000 in aggregate principal amount of the Debt then Outstanding shall have the right at all reasonable times to 40541772.3 -77- inspect the System and all records, accounts and data of the City relating thereto, and upon request the City shall furnish to an Engineer or such registered owner, as the case may be, such financial statements, reports and other information relating to the City and the System as an Engineer or such registered owner may from time to time reasonably request. SECTION 6.7. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund, or(b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance,the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedy herein provided shall be cumulative of all other existing remedies and the specification of such remedy shall not be deemed to be exclusive. For the avoidance of doubt, no default with respect to any obligation that is secured by and payable from a lien on and pledge of Net Revenues that is junior and subordinate to the lien thereon and pledge thereof securing the Priority Bonds shall ever be deemed to be a default with respect to the Priority Bonds. SECTION 6.8. Covenants to Maintain Tax-Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Closing Date means the date of physical delivery of the Initial Bond in exchange for the agreed-upon purchase price for the Bonds. Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, applicable to the Bonds. 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. RebateAmount has the meaning set forth in Section 1.148-1(b) of the Regulations. 40541772.3 -78- 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, being the combined yield of the Bonds and the Series 2014A Bonds, treated as a single issue, calculated in the manner set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond,the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments; Use to Serve Qualified Areas. Except as would 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) No Private Use: exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; (2) No Private Payment: 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; and (3) No Service Outside Historic Service Area: if Gross Proceeds are used to acquire any interest in property that was used by a person other than a governmental unit in connection with an electric or gas generation,transmission, distribution, or related facility,then 95%or more of the output of such facility will be consumed in qualified service areas or qualified annexed areas (as defined in section 141(d)(3)(B) of the Code)of the City as of the date of acquisition. 40541772.3 -79- D. No Private Loan. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if (1)property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except as would 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) Accounting. The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Calculation of Rebate. Not less frequently than each Computation Date,the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) 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) Payment of Rebate. As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added 40541772.3 -80- to the future value of previous rebate payments made for the Bonds equals (1)in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent(100%) of the Rebate Amount on such date; and (ii)in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases,the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(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) Reasonable Diligence. 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. L 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) Expenditure Expectation. The City reasonably expects to spend at least 85% of the spendable proceeds of the Bonds within three years after such Bonds are issued. (2) Investment Expectation. 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 Certificate as to Tax Exemption. L. Accounting for Expenditures of Proceeds. The City shall account for the allocation of proceeds of the Bonds (and investment income thereon)to expenditures not later than 18 months after the later of the date the expenditure is paid or the date the project, if any, is placed in service, but, in any event,by the date 60 days after earlier of the fifth anniversary of the date of issue of the Bonds or the date of retirement of all the Bonds. M. Elections. The City hereby directs and authorizes each Authorized Official, or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. SECTION 6.9. Continuing Disclosure Undertaking. Definitions. 40541772.3 -81- 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.emma.msrb.org. MSRB means the Municipal Securities Rulemaking Board. 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, (1)within six months after the end of each fiscal year of the City ending in or after 2014, financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 2.12 of this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as part 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 (1)prepared in accordance with the accounting principles described in Exhibit C 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 financial 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 file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements becomes available. If the City changes its fiscal year, it will file notice thereof with the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds, to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (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, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; 40541772.3 -82- (7) Modifications to rights of Holders of the Bonds,if material; (8) Bond calls,if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business,the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional Paying Agent/Registrar or the change of name of a Paying Agent/Registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as,but only for so long as,the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly 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. 40541772.3 -83- 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 FORMANDAMUS 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. E. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if(1)the provisions of this Section, as so amended,would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule,taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a)the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. F. 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 obligations 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. 40541772.3 -84- ARTICLE VII MISCELLANEOUS SECTION 7.1. Ordinance a Contract;Amendments. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time,binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition,the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that,without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof,the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (2)give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 7.2. Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Fulbright & Jaworski LLP, as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on each of said Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City's Secretary, is hereby approved and authorized. SECTION 7.3. CUSIPNumbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 7.4. Notices. A. General. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first-class postage prepaid,to the address of each Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 40541772.3 -85- B. Notice of Certain Events. The City shall mail, first-class postage prepaid, notice of any of the following events to each Rating Service,whenever: (1) Successor Paying Agent/Registrar, Calculation Agent, or Tender Agent: the Paying Agent/Registrar, Calculation Agent, and/or Tender Agent has resigned or been removed and a successor Paying Agent/Registrar, Calculation Agent, and/or Tender Agent has been appointed, such notice to be mailed within 10 Business Days after the appointment of such successor Paying Agent/Registrar, Calculation Agent,and/or Tender Agent, (2) Amendments: an amendment or supplement to this Ordinance or to any Credit Facility (including any extension of the term of such Credit Facility), or Liquidity Facility (including any extension of the term of such Liquidity Facility), is to be entered into, such notice to be mailed at least 10 Business Days prior to the effective date of such amendment or supplement, (3) Release or Acceptance of Credit or Liquidity Support: the expiration or release of the Credit Facility pursuant to Section 4.2J(2) or (5) or of any Liquidity Facility pursuant to Section 4.IB(2) or (4), or the acceptance of any Credit Facility or Liquidity Facility pursuant to Section 4.2K or 4.1 C, is to occur, such notice to be mailed at least 10 Business Days prior to such date, (4) Redemption: the City elects to redeem all the Outstanding Bonds, such notice to be mailed within 10 Business Days after such election (and to specify the redemption date requested thereby), (5) Change in Interest Mode: the City elects to change the Interest Mode for the Bonds or any portion thereof, such notice to be mailed at least 10 Business Days prior to the effective date of the new Interest Mode for such Bonds or portions, (6) Appointment of a Substitute Remarketing Agent: the City appoints a substitute Remarketing Agent for the Bonds, such notice to be mailed promptly after the substitute Remarketing Agent for such Bonds is appointed, (7) Defeasance: any Bond is considered to be no longer Outstanding due to the deposit of money or Government Securities in accordance with Section 4.4, such notice to be mailed promptly after such deposit, (8) Waivers: the Credit Enhancer has waived any default or compliance with any obligation of the City hereunder, such notice to be given promptly after such waiver, or (9) Mandatory Tenders: the Bonds are required to be tendered for purchase pursuant to Section 2.5A(3), such notice to be given at least 10 days before the applicable Purchase Date. Any such notice given (1) Moody's Investors Service, Inc., 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, Attention: Public Finance Group—Texas Local Ratings; (2) Standard & Poor's, 55 Water Street, 38th Floor, New York, New York 10004, Attention: Municipal Finance, and (3) Fitch Ratings, One State Street Plaza, New York, New York, 10004, Attention: Municipal Finance. 40541772.3 -86- C. Notices to Beneficial Owners. The Paying/Agent Registrar shall send to the beneficial owners of Bonds who have registered their ownership of Bonds with the Paying Agent/Registrar pursuant to Section 2.7C, at the mailing or email address so registered, a copy of each notice sent (or required by this Ordinance to be sent) by the Paying Agent/Registrar to the Bondholders or the Rating Services, contemporaneously with such notice to Bondholders. SECTION 7.5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 7.6. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Financial Advisors,the Paying Agent/Registrar, and the Holders. SECTION 7.7. Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance after application of Section 61 are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 7.8. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 7.9. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 7.10. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals and other statements therein are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 7.11. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551,as amended,Texas Government Code. 40541772.3 -87- SECTION 7.12. Authorization of Paying Agent/RegistrarAgreement. The City Council hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 7.13. No Recourse Against City Officials. No recourse shall be had for the payment of principal of,premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 7.14. Further Action. The officers and employees of the City (including any Authorized Official), singly and collectively, are hereby authorized to execute such certificates, opinions, or other documents deemed necessary to carry out the purposes of this Ordinance. SECTION 7.15. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments,whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Agreement, the Paying Agent/Registrar Agreement, and the Purchase Contract. In addition, prior to the initial delivery of the Bonds, each Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (1) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or(iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 7.16. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. 40541772.3 -88- SECTION 7.17. No Recourse Against City Officials. No recourse shall be had for the payment of principal of,premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 7.18. Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt service on any Bonds issued (or to be issued) pursuant to this Ordinance based on the City's reasonable expectations and projections relative to those Bonds, such budget entries shall, upon the issuance of Bonds, be automatically adjusted to reflect actual debt service payments on those Bonds coming due during the period of time covered by such budget. Each Authorized Official, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 7.19. Covenant to Not Issue New Money Additional Priority Bonds. Notwithstanding its ability to do so pursuant to the terms of the City ordinances authorizing the issuance of the Previously Issued Priority Bonds (the Priority Bonds Ordinances),the City shall no longer issue "Additional Priority Bonds" (as such term is defined in the Priority Bonds Ordinances) for new money purposes. This prohibition does not prohibit the issuance of Additional Priority Bonds for any refunding purposes permitted under Chapter 1207, as amended, Texas Government Code. SECTION 7.20. Covenants of Compliance. The City shall faithfully and punctually perform all duties with reference to the System required by the Act, all other applicable laws of the State of Texas, and the provisions of this Ordinance and that the City shall render no free service to any customers or other persons. SECTION 7.21. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine, or neuter gender shall be considered to include the other genders. SECTION 7.22. Effective Date. This Ordinance shall be in force and effect from and after its final passage, and it is so resolved. [The remainder of this page intentionally left blank.] 40541772.3 -89- PASSED AND ADOPTED on the 17th day of June, 2014. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 17TH DAY OF JUNE, 2014: Barney L. Knight, Interim City Attorney 40541772.3 S-1 THE STATE OF TEXAS § COUNTY OF NUECES § CITY OF CORPUS CHRISTI § 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 17TH day of June, 2014, authorizing the issuance of one or more series of the City's Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 2014B,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 17TH DAY OF JUNE, 2014. CITY SECRETARY (CITY SEAL) 40541772.3 S-2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor 40541772.3 S-3 SCHEDULEI APPROVAL CERTIFICATE SEE TAB NO. 40541772.3 S-1-1 EXHIBIT A FORM OF PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. 40541772.3 A-1 EXHIBIT B FORM OF TENDER AGENT AGREEMENT SEE TAB NO. 40541772.3 B-1 EXHIBIT C FORM OF PURCHASE CONTRACT SEE TAB NO. 40541772.3 C-1 EXHIBIT D FORM OF LETTER OF REPRESENTATIONS WITH DTC SEE TAB NO. 40541772.3 D-1 EXHIBIT E DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 6.9 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 are as specified (and included in the Appendix or under the headings of the Official Statement referred to)below: 1. 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 23 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. 40541772.3 E-I EXHIBIT F REMARKETING AGREEMENT SEE TAB NO. 40541772.3 F-I CORPORA 1852 AGENDA MEMORANDUM Public Hearing/1St Reading Ordinance for the City Council Meeting of June 10, 2014 2nd Reading Ordinance for City Council Meeting June 17, 2014 DATE: 5/26/2014 TO: Ronald L. Olson, City Manager THRU: Susan K. Thorpe, Assistant City Manger SThorpe&cctexas.com 361-826-3898 Eddie Ortega, HCD Director EddieO(c_cctexas.com 361-826-3234 FROM: Rudy Bentancourt, CD Administrator RudyB @cctexas.com 361-826-3021 Public Hearing/1St Reading Ordinance regarding the City of Corpus Christi's proposed FY2014-2015 Consolidated Annual Action Plan. CAPTION: Ordinance to adopt the fiscal year (FY) 2014-2015 Consolidated Annual Action Plan (CAAP), for the Community Development Block Grant (CDBG), the Emergency Solutions Grant (ESG), and the HOME Investment Partnerships (HOME) Programs; to authorize the City Manager or designee to submit the FY2014- 2015 CAAP to the U.S. Department of Housing and Urban Development (HUD), and to amend if required by HUD; to authorize the City Manager or designee to execute all documents necessary to accept and appropriate upon receipt the grants from HUD into the Grant Fund No. 1059 for the approved FY2014-2015 CAAP projects and further to execute funding agreements and all other documents necessary to implement the FY2014-2015 CAAP with organizations for approved projects. PURPOSE: Purpose of Public Hearing is to abide by HUD requirements and to provide a "Citizen Comment Period" for citizens to provide comments on proposed project funding for CAAP FY2014-2015. Ordinance will include the adoption of the proposed CAAP. BACKGROUND AND FINDINGS: The U.S. Department of Housing and Urban Development (HUD) regulation requires, as part of the approved process for the FY2013-FY2017 Consolidated Plan/Citizens Participation Plan, two (2) public hearings prior to the adoption of the FY2014-2015 CAAP. An initial public hearing was held at Corpus Christi City Hall on December 5, 2013. An additional public hearing to receive additional input was held on December 9, 2013. The public hearing to be conducted on Tuesday, June 10, 2014 by the City of Corpus Christi's City Council will satisfy the requirement of the two required hears, though three public hearings were held. The City of Corpus Christi has received official notification from the U.S. Department of Housing and Urban Development (HUD) of the FY2014-2015 funding allocation for the following programs. $2,559,415 Community Development Block Grant (CDBG) $ 221,614 Emergency Solutions Grant (ESG) $ 974,920 HOME Investment Partnerships Program (HOME) It is important to note that for FY2014-2015, CDBG will experience a 6% reduction, ESG will experience a 17% increase, and HOME will experienced a 1% reduction from prior year funding based entitlement funding which will be received. An additional $1,000,000 generated from the Revolving Rehabilitation Loan Program will be made available to the CDBG Program for the continued self-funding of that program. Additionally, $147,000 generated from Program Income for the Demolition Liens Program ($87,000) and Property Clearance Program ($60,000) will be made available to the CDBG Program for continued funding of these programs. Additional funding in the amount of $227,126 which was recaptured from previously funded projects that were unspent, have been made available to be reprogrammed to augment funding levels for the upcoming FY2014-2015 CDBG program allocations for a total funding level of $3,933,541. Since 1975, the City of Corpus Christi has received funding for its CDBG Programs in excess of 171.2 million, of which approximately 19.5 million has been income generated by various programs administered by the Housing and Community Development Department. The ESG Program will have an allocation amount of$221,614 for FY2014-2015. The intent of the ESG Program funding is to provide funding to providers of Homeless services to defray the cost of operations and maintenance of local Emergency Shelters in addition to provide funding for rehabilitation, counseling, training and other essential Homeless Prevention and Rapid Re-housing activities. Commencing in 1987, the City of Corpus Christi has received in excess of $3.7 million in funding for ESG services. The HOME Program will have an allocation amount of$974,920 as a funding level from entitlement funds to be received, with an additional $700,000 being made available for reprogramming from previously funded recaptured program funds for a preliminary estimated funding amount of$1,674,920 for the FY2014-2015 Budget Year. The HOME Program was initiated in 1992 with the mandate to increase and improve affordable housing opportunities; HOME funds totaling $34 million have been utilize to fund Rental and Home Ownership programs in addition to the rehabilitation and reconstruction of affordable housing within the City of Corpus Christi. Of the $34 million in HOME funding, approximately $3.9 million of those funds have been made available from previous loans as generated program income; these funds have been utilized to augment available funding. The FY2014 CAAP represents the second annual action plan of the developed five-year (FY2013-FY2017) Consolidated Plan and is the application for HUD for funding for the CDBG, ESG, and HOME Programs. The FY2014 CAAP describes the activities and projects to be assisted with funds received under CDBG, ESG, HOME, and other HUD/Non-HUD programs that help to meet housing and community developed objectives. The City Council adopted a timetable that provides for public hearings during Technical Assistance Workshops which were held on December 5 and December 9, 2013, to be followed by the City Council public hearing on June 10, 2014. Citizens' public comment period begins on June 23, 2014 and ends July 22, 2014, for the FY2014 CAAP. Subsequently, adoption of the CAAP is scheduled for June 17, 2014, allowing timely submission of the program to HUD. The proposed FY2014 CAAP has been developed according to HUD regulations. Staff will be making a brief presentation to the City Council at the opening of the Public Hearing so that staff may outline the FY2014-2015 CAAP's eligibility criteria for the programs and staff's recommendations. Housing and Community Development held three Technical Assistance Workshops on November 6, 2013 and December 5 and 9, 2013, and two Technical Assistance Workshops which included a Public Hearing on December 5 and 9, 2013. Also held, was a Technical Assistance Workshop and Neighborhood Meeting on December 12, 2013 at Corpus Christi City Hall. The public hearing date with City Council was also disclosed at this time. The FY2014-2015 Consolidated Annual Action Plan will be submitted to HUD on August 13, 2014 following the required 30 day citizen comment period. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Public Hearing is required per HUD Regulations. EMERGENCY/ NON-EMERGENCY: This item is non-emergency DEPARTMENTAL CLEARANCES: Legal Finance— Federal Grants and Office of Management and Budget FINANCIAL IMPACT: Not applicable Project to Date Expenditures Fiscal Year: 2014-2015 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: At the conclusion of public hearing, the City Council may, at their discretion, discuss any and all recommendations and provide direction on the projects/activities to be funded under the FY2014-2015 CAAP LIST OF SUPPORTING DOCUMENTS: Ordinance Attachment D FY2014 CDBG Attachment D FY2014 ESG Attachment D FY2014 HOME Ranking Averages for CAAP FY2014 5-year CAP Priority Need Levels Ordinance to adopt the fiscal year (FY) 2014-2015 Consolidated Annual Action Plan (CARP), for the Community Development Block Grant (CDBG), the Emergency Solutions Grant (ESG), and the HOME Investment Partnerships (HOME) Programs; to authorize the City Manager or designee to submit the FY2014-2015 CAAP to the U.S. Department of Housing and Urban Development (HUD), and to amend if required by HUD; to authorize the City Manager or designee to execute all documents necessary to accept and appropriate upon receipt the grants from HUD into the Grant Fund No. 1059 for the approved FY2014-2015 CAAP projects and further to execute funding agreements and all other documents necessary to implement the FY2014-2015 CAAP with organizations for approved projects. Whereas, with proper notice to the public and in accordance with HUD regulations, three public hearings were held, the first and second on December 5th and 9th, 2013, and the third during a meeting of the City Council, in the Council Chambers on Tuesday, June 10th, 2014. All hearings were held at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; and Whereas, the City Council has determined that this Ordinance would best serve public health, necessity, convenience and the general welfare of the City of Corpus Christi and its citizens. Now therefore, be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1. That the FY2014-2015 CARP, which includes the CDBG, the ESG, and the HOME Programs, is adopted. Section 2. That the City Manager or the City Manager's designee is authorized: • to submit the FY2014-2015 CAAP to HUD, and • to amend the FY2014-2015 CAAP if required by HUD. Section 3. That the City Manager or the City Manager's designee is authorized: • to execute all documents necessary to accept and appropriate upon receipt the grants from HUD into the Grant Fund No. 1059 for the approved FY2014-2015 CARP, and • to execute funding agreements and all other documents necessary to implement the FY2014-2015 CAAP with organizations for approved projects. FY2014-FY2015 CAAP Ordinance DWB That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20147 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , 20147 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this day of , 2014 at a Regular Meeting of the City Council of the City of Corpus Christi, Texas. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor FY2014-FY2015 CAAP Ordinance DWB ATTACHMENT"D" CITY OF CORPUS CHRISTI FY2014 ANNUAL ACTION PLAN RECOMMENDED FY2014 CDBG PROGRAM FY2014 CDBG Allocation $2,559,415 Reprogrammed Funds $227,126 Program Income from Demolition Liens and Propery Clearance $147,000 Program Income from Rehabilitation Program (Revolving Loan Fund estimate) $1,000,000 TOTAL FUNDS AVAILABLE FOR FY2014 CDBG PROGRAM $3,933,541 ���1111111911 WIN HCD -CDBG Program Administration This project will fund staff salaries and administrative costs. Staff is responsible for administering the Community Development Block Grant (CDBG), the HOME Investment Partnership(HOME) and Emergency Solutions Grant(ESG) Programs. Staff interprets CDBG, HOME, and 1 ESG federal regulations, conducts public hearings/meetings, reviews - $410,000 $410,000 proposed projects and activities to determine funding and eligibility, monitors Subrecipients for program compliance, provides technical assistance, conducts environmental assessments of funding projects/activities and enforces Davis Bacon Federal wage rate requirements. HCD -Rehabilition Services This is the operating budget for staff that service the various housing programs administered by HCD. Included in these funds are the salaries for the staff that manage and administer the Single Family Rehabilitation 2 Loan Program; Emergency Home Repair Grant Program; $5,000 - $800,000 $800,000 Homebuyer Assistance Program; and the Type A Homebuyer Program. Services provided include applicant in-take, loan processing, loan settlement, Homebuyer Education Classes, construction monitoring, project estimating, and development of specifications and drawings. HCD - Mortgage Servicing Staff salaries and operational funding of our Mortgage Servicing section. Current salaries includes one Senior Account Clerk and one Senior Staff Assistant that manage the servicing of 800 loans provided through the 3 Single Family Rehabilitation Loan Program. Services includes collection - $97,000 $97,000 loan payments; escrowing of insurance and property taxes; paying of insurance and property taxes; providing Tax Form 1098; preparing end of year escrow analysis ; daily posting of payments; and providing release of liens on loans that are paid off. HCD - Minor Home Repair Grant Program Emergency repair grants up to$6,500 for repairs and up to$4,500 for lead based paint remedial activities required by HUD regulations on 4 houses built prior to 1978 . Repairs consist of roof repairs, plumbing _ $200,000 $200,000 electrical, heating, and minor structural repairs. Lead based activities may include actual work or testing required to meet the lead based paint requirements. Assistance through this program is provided to very low income homeowners who are 65 years old or older or disabled. 1 HCD -Single Family Rehabilitation The Single Family Rehabilitation Loan Program benefits only low and very low income homeowners. The Program provides zero percent and three percent interest loans to homeowners interested in rehabilitating 5 their homes. Funds requested will be used to provide rehabilitation and - $1,000,000 $1,000,000 reconstruction loans; demolition grants; relocation grants and lead base paint grants for remedial activities. Rehabilitation Loan Program. All funds requested are from Program Income generated from the program. No Entitlement funds will be used. Police-Code Enforcement Program The Code Enforcement request is to fund staffing for salaries to support 7.25 full time employees (FTE's): 5-Code Enforcement Property Advisors (100%); 1-Code Enforcement Property Advisor(50%); 1-Zoning Project Coordinator(50%); 1-Senior Account Clerk/Administrative Support (100%); Zoning &Code Enforcement Administrator(25%) in the of amount of$323,296.34 which includes a total of$7,250.00 (7.25 Staff members @$1,000.00 = 7,250.00)for training through classes, seminars and/or conferences for education opportunities and for certifications required for code enforcement. The CE Property Advisors and Zoning Project Coordinator are responsible for the inspection of properties within CDBG eligible areas for violations of approximately seventy five 6 (75) health, safety, and welfare related City Codes. These efforts - $330,000 $330,000 support the City Council's objective of enhancing the City Council's objective of enhancing the City of Corpus Christi "Pride" initiative through revitalization and sustainability in all CDBG eligible neighborhoods. The Zoning and Code Enforcement Administrator oversees all functions of the Code Enforcement Division including investigating and enforcing substandard structures,junked vehicles, care of premises, zoning, illegal dumping, illegal signage, open storage, accumulation of litter and solid waste, tall weeds which includes the stated approximate 75 City Ordinances. The Senior Account Clerk provides administrative support to the Code Enforcement Property Advisors and Zoning Project Coordinator by processing compliance request through the mail and researching property owner's name and address. Police-Clearance of Vacant Properties Program This project consists of clearance of vacant properties in regards to the removal of accumulation of litter and solid waste and the mowing of high 7 weeds and dangerous weeds; to include, abatement of unsightly and _ $200,000 $200,000 unsanitary matter in all CDBG eligible areas. The City may charge an abatement cost and place a lien against the properties to cover the cost incurred. Program Income: $60,000; Entitlement: $140,000 2 Police-Demolition Program This program consists of the demolition of substandard structures determined to be health and safety issues and 51% or more deterioration of the general structure. The demolition of these structures is an abatement measure as deemed necessary by the Building Code and Public Safety Officials. The removal of unsafe structures is a priority for neighborhood revitalization within the community and as a goal 8 established by City Council for livable neighborhoods. Each structure will - $200,000 $200,000 be assessed and surveyed as building case, providing the property owner an opportunity to resolve the substandard conditions within the parameters of the City's Building Codes. The substandard structures will be demolished under the authority of a judge's ruling via Environmental Municipal Court and the Demolition Grant Program that allows the property owner to voluntarily agree to have their structure demolished. Program Income: $87,000; Entitlement: $113,000 ENG -Sunnybrook Rd.Accessibility Improvements Design and construction of sidewalks and ADA curb ramps along Sunnybrook Rd. from Ayers Rd. to Dodd St. A total of 8 new ADA curb 9 ramps will connect to the exhisting sidewalks on Archer Dr., Blundell Dr., 1 $200,000 $0 Cheryl Dr., and Dodd Dr. Approximately 930 linear ft. of 5 ft. wide sidewalk to be built, bordered on both sides by header curb, with detectable warning panels indicating ends of sidewalk at driveways and cross streets. ENG -Southmoreland Addition Area Street Improvements; Phases 313 and 413, Part 4 Construction of a 28 ft. back to back street pavement, curb, gutter, 10 sidewalk, ADA reuirements, driveways, underground drainage and 7 $600,000 $0 utilities for Phase 3B and 4B. Watson-770 linear ft. southeast of Ayers Rd. to Naples St.; and Watson St. to Clemmer St. New waster and wastewater lines will be installed to replace the existing aged lines. 3 I Nueces County Community Action Agency To provide weatherization and minor home repairs to housing for elderly- disabled and single parents and families with children 5 years and 1 younger. Improvements will include, but not limited to, ADA 11 $100,000 $100,000 ramps/bathroom modifications, replacing windows, replacing water heaters, etc., and other minor home repairs. Leverage Contribution: $432,301 TG 303, Inc./Housing and Community Services The project will be a newly constructed Neighborhood Network Center/Community Center(Approx. 1,800 sq. ft.) located at Casa De 2 Manana Apartments on 4702 Old Brownsville Rd. The center will ajoin to 21 $200,000 $200,000 the smaller, pre-existing center and will serve as a hub for not only residents but also provide the neighboring community with a community space and much-needed supportive services. Capital Contribution: $100,761 Corpus Christi Area Council for the Deaf, Inc. dba The Deaf& Hard of Hearing Center Project will be the construction/addition to the buiilding located behind the 3 existing building at 5151 McArdle Rd. The new building will increase the 43 $200,000 $200,000 space of the agency by approximately 50%and allow the agency to provde enhanced programs and services for the deaf and hard of hearing community. Capital Contribution: $293,500 Court Appointed Special Advocates of Nueces County, Inc. dba CASA of the Coastal Bend Renovation and interior demolition of the building located on the property. Construction will include 5 offices for CASA staff and volunteers to 4 conduct meetings, staff ings, as well as to construct a room that will serve 63 $95,000 $95,000 as a volunteer/child visit room where volunteers can meet with their children and/or families after court hearings and other approved meetings/outings. Capital Contribution: $40,000 Nueces County I Believe in Me Foundation The activities proposed will be to educate young people between 6 to 17 years of age through presentations at local schools and recreation 5 centers about the dangers of being involved in gangs and drugs. The 82 $25,000 $25,000 Program's aim is to promote self-empowerment, motivation and provide positive self-esteem to young individuals so they can become independent productive citizens. Total Non-Profit $620,000 $620,000 Total City Projects $4,037,000 $3,237,000 Overall Total $4,657,000 $3,857,000 4 ATTACHMENT"D" RECOMMENDED FY2014 EMERGENCY SOLUTIONS GRANT (ESG) PROGRAM FY2014 ESG Allocation $221,614 City of Corpus Christi -ESG Administrative Cost Administrative Cost is being requested for the overall administration of the 1 Emergency Solutions Grant Program. These functions include the financial - $16,621 $16,621 oversight, compliance, and technical assistance components of the program. Catholic Charities of Corpus Christi 2 Funding requested for the ESG Activity Component of Homeless 1 $25,000 $25,000 Prevention-Case Management and short-and medium-term rental assistance Corpus Christi Hope House Funding requested for the ESG Activity Components of Emergency Shelter- 3 Essential Services and Shelter Operations; Homeless Prevention-Case 11 $30,000 $20,000 Management and short and medium term rental assistance; and Rapid Re- housing Case Management and short and medium term assistance Recovery Contacts, Inc. 4 Funding requested for the ESG Activity Component of Emergency Shelter- 19 $30,000 $20,000 Essential Services and Shelter Operations Mary McLeod Bethune Day Nursery, Inc. 5 Funding requested for the ESG Activity Component of Emergency Shelter- 27 $25,000 $20,000 Essential Services and Shelter Operations Corpus Christi Metro Ministries Funding requested for the ESG Activity Components of Emergency Shelter- 6 Essential Services and Shelter Operations; Homeless Prevention-Case 37 $30,000 $25,000 Management and short-and medium term rental assistance; and Rapid Re- housing-Case Management and short-and medium term assistance South Texas Substance Abuse Recovery Services, Inc. (STSARS) 7 Funding requested for the ESG Activity Component of Homeless 51 $30,000 $20,000 Prevention-Case Management and short-and medium-term rental assistance Wesley Community Center 8 Funding requested for the ESG Activity Component of Emergency Shelter- 71 $30,000 $20,000 Essential Services and Shelter Operations The Salvation Army Funding requested for the ESG Activity Components of Emergency Shelter- 9 Essential Services and Shelter Operations; Homeless Prevention-Case 81 $30,000 $25,000 Management and short-and medium term rental assistance; and Rapid Re- housing-Case Management and short-and medium term assistance Timon's Ministries 10 Funding requested for the ESG Activity Component of Emergency Shelter- 91 $20,000 $15,000 Essential Services and Shelter Operations; Homeless Prevention-Case Management and short and medium term rental assistance Charlie's Place Recovery Center 11 Funding requested for the ESG Activity Component of Emergency Shelter- 99 $30,000 $14,993 Essential Services and Shelter Operations Total $296,621 $221,614 *All ESG funding must be matched at 100% 5 ATTACHMENT"D" RECOMMENDED FY2014 HOME PROGRAM FY2014 HOME Allocation $974,920 Reprogrammed Funds $700,000 TOTAL FUNDS AVAILABLE FOR FY2014 HOME PROGRAM $1,674,920 HOME Administration/Technical Assistance Administrative funds for staffing, planning, oversight, coordination, staff 1 supervision, monitoring and evaluation, contracting, record keeping/reporting $97,492 $97,492 and overall program management. Technical assistance will be provided to enhance the capacity of CHDO's, non-profits, owners/investors of rental property and other organizations that may participate in the program. Homebuyer Assistance Program($5,000) 2 Provide deferred forgivable loans to low income homebuyers to assist them $50,000 $50,000 with down payment and closing costs for the purchase of a home. INTERDEPARTMENTAL TOTAL $147,492 $147,492 Riverstone Apartments* Riverstone Apartments is a proposed affordable housing multi-family community conssisting of approximately 60 units to serve low-income 1 families, seniors, and individuals. The development will be financed $900,000 TBD* primarily through the Texas Department of Housing and Community Affairs' Low Income Housing Tax Credits. Riverstone Apartments will propose to serve residents at 30%, 50%, and 60%area median income. Total project cost:$9,485,836 TG 110, Inc. -Lexington Manor Apartments (CHDO)* TG 110, Inc. is proposing the demolition and reconstruction of the Lexington Manor Apartments. This complex is comprised of 153 units(52 as Section 8)serving low-income families, seniors, and individuals. The development 2 will be financed primarily through The Texas Department of Housing and $918,000 TBD* Community Affairs' Low Income Housing Tax Credits, private debt, and HOME funds through the City of Corpus Christi. Lexington Manor will serve residents at 30%, 50%, and 60%area median income. Total project cost:$23,447,242 Nueces County Community Action Agency 3 Conduct an affordable housing market study in Corpus Christi to identify the $25,000 TBD* support of development in affordable housing projects which will include low- income households. CHDO Total $918,000 $0 Subrecipients/Other Entity Total $925,000 $0 HCD Projects Total $147,492 $147,492 * Total Set-Aside to be determined no later than October 1,2014 $1,843,000 $0 *HOME Subrecipient Agencies who submitted HOME FY2014 funding will be awarded funding no later than October 1, 2014 after determination of which agencies received Housing Tax Credits from the Texas Department of Housing and Community Affairs* 6 CDBG FY2014 Interdepartment and Non-profit Ranking Outcomes S-yr CAP Department, Project Rank Average,,, Priority Rank HCD -CDBG Program Administration - High HCD - Rehabilitation Services - High HCD - Mortgage Servicing - High HCD - Minor Home Repair Grant Program - High HCD -Single Family Rehabilitation Program - High Police-Code Enforcement Program - High Police Clearance of Vacant Properties - High Police- Demolition Program - High ENG -Sunnybrook Rd.Accessibility Improv. 71.8 High ENG -Southmoreland Addition Improv. 57.6 High No Ranking for CDBG per City Council Policy No. 9 g-Annual funding request for CDBG and HOME programs administred through the NSD shall be approved in order to ensure tha the essential operations of the department are met in accordance with the department's mission. 5-yr CAP Agency Rank Average . Priority Rank Nueces County Community Action Agency 91.0 High TG 303, Inc. Housing and Community Svcs. 88.2 High The Deaf& Hard of Hearing Center 81.0 Low CASA of the Coastal Bend 77.8 Low Nueces County I Believe in Me Foundation 55.6 Low Rating Criteria 1. Alignment with HCD 5-year Consolidated Action Plan 2. Clarity and Completion 3. Administrative Capacity and Financial Capacity 4. Project Readiness 5. Capital Contribution/Leverage 6. Prior Year Funding ESG FY2014 Ranking Outcomes Agency,,,,; Rank Average City of CC Admin - Catholic Charities of CC 100 CC Hope House 99 Recovery Contacts, Inc. 97 Mary McLeod Behune Day Nursery 96.6 CC Metro Ministries 96.4 STSARS 96.4 Wesley Community Center 94.6 The Salvation Army 92.8 Timon's Ministries 89 Charlie's Place Recovery Center 88.6 Rating Criteria 1. Organizational Capacity and Experience 2. Evidence of need for services 3. Statement of Work/Service Plan 4. Budget and Financial Management HOME FY2014 Ranking Outcomes Department stank NSD-ADMIN - NSD- Major Rehab Program - No Ranking for CDBG per City Council Policy No. 9 g-Annual funding request for S-yr CAP HOME Outside Agency Rank Average,,, Priority Rank Riverstone Apts. 100 High Lexington Manor Apts. 99.6 High Nueces County Community Action 33.4 Low Rating Criteria 1. Alignment with HCD 5-year Consolidated Action Plan 2. Clarity and Completion 3. Administrative Capacity and Financial Capacity 4. Project Readiness 5. Match/Leverage/Collaboration 2013-2017 5-year Consolidated Action Plan Priority Needs Priority Need,Name Priority Level Accessibility Needs High Child Care Centers High Clearance of Vacant Properties High Code Enforcement High Emergency Home Repair High Energy Efficiency Improvements High Health Facilities High Homebuyer Assistance High Homeowner Rehabilitation High Housing Demolition High Neighborhood Facilities High Rental Housing Rehabilitation High Senior Centers High Water/Sewer Improvements High Child Care Services Low Crime Awareness Low Employment/Training Services Low Flood Drainage Improvements Low Handicapped Services Low Health Care Services Low Lead Hazard Screening Low Legal Services Low Parks and/or Recreation Facilities Low Senior Services Low Sidewalks Low Solid Waste Disposal Improvements Low Street Improvements Low Substance Abuse Services Low Transortation Services Low Youth Centers Low Youth Services Low Priority needs identified through the Citizen Participation process during the development of the City's 2013-2019 Consolidated Action Plan �s AGENDA MEMORANDUM 1852 First reading for the City Council Meeting of June 10, 2014 Second reading for the City Council Meeting of June 17, 2014 DATE: May 23, 2014 TO: Ronald L. Olson, City Manager FROM: Michael Morris, Director MichaelMo@cctexas.com 361-826-3464 2014 Parks and Recreation Summer Food Program CAPTION: Ordinance appropriating a $250,000 grant from the Texas Department of Agriculture in the No. 1067 Parks and Recreation grant fund to operate a summer food service program for summer recreation participants ages one to eighteen. BACKGROUND AND FINDINGS: The Texas Department of Agriculture provides grant funds for the Summer Food Program. The Parks and Recreation Department has sponsored this program for over 15 years. There is no required local match for this grant. ALTERNATIVES: Do not approve agreement. OTHER CONSIDERATIONS: none CONFORMITY TO CITY POLICY: City Council's action is required for a grant agreement. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal; Accounting; Budget FINANCIAL IMPACT: Operating Expense/ Revenue X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Expenditures Fiscal Year: 2013-2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 1 $250,000 1 1 $250,000 BALANCE J $250,000 J $250,00 0 Fund(s): Parks and Recreation Grant Fund 1067 Comments: none RECOMMENDATION: Staff recommends approval. LIST OF SUPPORTING DOCUMENTS: Ordinance Notice of Program Approval Page 1 of 1 Ordinance appropriating a $250,000 grant from the Texas Department of Agriculture, in the No. 1067 Parks and Recreation grant fund, to operate a summer food service program for summer recreation participants ages one to eighteen. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1. That a $250,000 grant from the Texas Department of Agriculture is appropriated in the No. 1067 Parks and Recreation Grant Fund to operate a Summer Food Service Program for Summer Recreation participants ages one to eighteen years. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 7 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following votes: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor Texas Unified Nutrition Programs System 2013 - 2014 Application cet Page 1 of 1 2013 - 2014 Application Packet 01507 Status:Active Packet Submitted Date: 04109/2014 CITY OF CORPUS CHRISTI PARKS AND Packet Approved Date: 04117/2014 RECREATION DEPARTMENT Packet Original Approval Date. 04/07/2014 DBA. Packet Status: Approved 1201 Leopard St Corpus Christi,TX 78469 ,County District Code: 178 ESC; 2 TDA Region: 5 Latest Action Form Name Version Status View I Revise Contracting Entity Application Rev. 1 Approved View I Revise Budget Detalid, Original Approved Details Management Plan Original Approved etalls Food Production Facility List(2) etalls Site Field Trip List ,Details 60 Checklist Summary(2) Site Applications Approved Pending Return for Denied Withdrawn/ lr"r Total Correction Closed Applications Summer Food Service 25 0 0 0 0 25 Program Show Packet History https://txunps 1.texasagriculture.gov/TXL NPS/Sfsp/AppPacket.aspx?enc=acnVachf*t9rjd... 4/17/2014 Hen!y Lara From: TX-UNPS Help Desk [squaremeals@TexasAgriculture.gov] Sent: Thursday, April 17, 2014 316 PM To: Henry Lara Subject: TX-UNPS Application Packet Notification NOTIFICATION EMAIL FOR SFSP APPLICATION PACKET Texas Unified Nutrition Programs System Texas Department of Agriculture Food and Nutrition Division Thank you for submitting your Application Packet for the Summer Food Service Program. Your application packet has been APPROVED. Contracting Entity Name: CITY OF CORPUS CHRISTI PARKS AND RECREATION DEPARTMENT CE ID: 01507 Program Year: 2013)2014 Program: Summer Food Service Program (SFSP) Application Packet Status: Approved Als C' AGENDA MEMORANDUM � µ First Reading Ordinance for the City Council Meeting of June 10, 2014 Second Reading for the City Council Meeting of June 17, 2014 DATE: May 5, 2014 TO: Ronald L. Olson, City Manager FROM: Barney Williams, P.E., Interim Director, Development Services Department BarneyW @cctexas.com (361) 826-3595 Closing a 5,355-square foot portion of a 10-foot wide utility easement out of a part of Lot 8, Section 50, Flour Bluff& Encinal Farm & Garden Tract CAPTION: Ordinance abandoning and vacating a portion of a 10-foot wide utility easement out of Lot 8, Section 50, Flour Bluff & Encinal Farm & Garden Tract, located south of the Glenoak Drive public right-of-way, and located west of the Waldron Road public right-of- way; and requiring the owner, Flour Bluff Independent School District, to comply with the specified conditions. PURPOSE: The purpose of this item is to eliminate a utility easement and allow for the future development of the subject property. BACKGROUND AND FINDINGS: Flour Bluff Independent School District (Owner) is requesting the abandonment and vacation of a 5,355-square foot portion of a 10-foot wide utility easement out of a part of Lot 8, Section 50, Flour Bluff & Encinal Farm & Garden Tract, located south of the Glenoak Drive public right-of-way, and located west of the Waldron Road public right-of- way. The abandonment and vacation of the utility easement is being requested by the Owner in order to allow for the future development of the subject property. The City will require that the Owner dedicate a 15-foot wide utility easement along the entire frontage area that is adjacent to Waldron Road. Staff recommends that payment of fair market value be waived in accordance with City Code of Ordinance Section 49-13. The Owner will be replatting said property and upon replatting will be dedicating a utility easement to off-set the requested abandonment. The owner has been advised of and concurs with the specified conditions of the Ordinance in regards to the easement dedication and the recording and filing of the ordinance. The Owner must also comply with all the specified conditions of the abandon and vacate ordinance within 180 days of Council approval. ALTERNATIVES: Denial of the utility easement closure. This will, however, adversely impact the Owner's ability to move forward with future development of the subject property. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: These requirements are in compliance with the City Code of Ordinances, Section 49-12 and 49-13. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies had any facilities, or objections regarding the proposed utility easement abandonment. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital o Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of the easement closure. The Owners must comply with all the following specified conditions of the easement closure ordinance: a. Owner must dedicate new utility easements of equal or greater value than the property being released by the City in this easement closure action, in accordance with City of Corpus Christi, Code of Ordinance Section 49-12, within 180 days of Council approval so that the requirement of paying fair market value for the property can be waived. b. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owner's expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. c. Prior to the approval of the building permit and the permitting of any construction on the affected property, the Owners must submit up-to-date surveys, abstracted for all easements and items of record, to the Director of Development Services, or his designee. d. Owners must comply with all specified conditions of the ordinance within 180 days of City Council approval. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Ordinance abandoning and vacating a portion of a 10-foot wide utility easement out of Lot 8, Section 50, Flour Bluff & Encinal Farm & Garden Tract, located south of the Glenoak Drive public right-of-way, and located west of the Waldron Road public right-of-way; and requiring the owner, Flour Bluff Independent School District, to comply with the specified conditions. WHEREAS, Flour Bluff Independent School District ("Owner") has requested the abandonment and vacation of a portion of a 10-foot wide utility easement out of Lot 8, Section 50, Flour Bluff & Encinal Farm & Garden Tract; WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate a 5,355-square foot portion of a 10-foot wide utility easement, subject to compliance by the Owners with the conditions specified in this ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Pursuant to the request of Flour Bluff Independent School District, ("Owner"), a 5,355-square foot portion of a 10-foot wide utility easement out of Lot 8, Section 50, Flour Bluff & Encinal Farm & Garden Tract, located south of the Glenoak Drive public right-of-way, and located west of the Waldron Road public right-of-way, as recorded in Volume A, Page 42, of the Official Deed and Map Records of Nueces County, Texas, is abandoned and vacated by the City of Corpus Christi ("City"), subject to the Owners' compliance with the conditions specified in Section 2 of this ordinance. Exhibit 'A" which is a metes and bounds description of the subject portion, and Exhibit "B," which is a field notes map, are attached to and incorporated in this ordinance by reference as if each were fully set out herein in their entireties. SECTION 2. The abandonment and vacation of the utility easement described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. Owner must dedicate new utility easements of equal or greater value than the property being released by the City in this easement closure action, in accordance with City of Corpus Christi, Code of Ordinance Section 49-12, within 180 days of Council approval so that the requirement of paying fair market value for the property can be waived. b. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. c. Prior to the approval of the building permit and the permitting of any construction on the affected property, the Owners must submit up-to-date surveys, abstracted for all easements and items of record, to the Director of Development Services, or his designee. d. Owners must comply with all specified conditions of the ordinance within 180 days of City Council approval. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of , 20 ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor z CITY OF CORPUS CHRISTI UTILITY EASEMENT FILE NO. 745591 LEGAL DESCRIPTION 5355 SQUARE FEET TRACT EXHIBIT"A" BEING a strip of land 10 feet in width out of Lot 8, Section 50,Flour Bluff and Encinal Farm and Garden Tracts, as shown by map of record in Volume A, Page 42,Nueces County, Texas, Map Records, said strip of land being more particularly described by metes and bounds as follows: BEGINNING at a point on the common boundary between Lot 8, Section 50 and Lot 25, Section 49, Flour Bluff and Encinal Farm and Garden Tracts,Nueces County,Texas, for the East corner of the tract herein being described, from which POINT OF BEGINNING the East corner of said Lot 8, Section 50, bears South 61°00'00" East,495.00 feet ; THENCE South 29°00'00" West, 535.50 feet for the South corner of this tract; THENCE North 61°00'00" West, 10.00 feet for the West corner of this tract; THENCE North 29°00'00" East, 535.50 feet to a point on the northeast boundary of said Lot 8, Section 50, for the North corner of this tract; THENCE South 61°00'00" East,with said Northeast boundary of Lot 8, 10.00 feet to the PLACE OF BEGINNING. NOTE: ALL BEARINGS ARE BASED ON THE UTILITY EASEMENT AS RECORDED IN FILE NO. 745591, DEED RECORDS OF NUECES COUNTY, TEXAS. 1` 1t" C Stacey King Mora,RPLS OF TF Registered Professional Land Surveyor 5TegF o kq Texas Registration No. 6166 y 5• s Naismith Engineering, Inc. S...................CEY ING MORA G166 TBPE F#355 TBPLS F# 100395-00 Date: (�y d--\ 5:A9152 Gli noak-Waldron\I'Df\9t52 10P P 1'S1viNT M&B.doc PAUL 101: 1 D 6 w ,00 ORAPMC fell M IRT I I I 1 I I I I I 1 I _ r I m I •� .' LOT 2,BLOCK I diNo.PAM.UMr 21 Y.9,_N.C_TX I 1 15 BI- LOT,,BLOCK I �'I 25'B.L. ,OT 4,BLOCK 1 B.l ---- --0.C.O PNRI LN.,] __ _ r __UiMO.PARK UWT,. 1 I M 39.PO,21 L .43,PC.B2 ',1 M.C..Ix I Y.R,TLC,Tx t' S61' 00' WE 10.00' GLENOAK DRIVE ' _ —' - ________5_ 561'00' 00'E 49 .00' b I 10'U.F- I I 25'BA. 1 I I 1 LOT 8, SUCTION 50 ri FLOUR BLUFF & ENCINAL FARM & GARDEN TRACTS ? VOL. A, PGS, 41 -43 1 MR.,, N.C., 7'X I 1 O a LOT O 1,BLOCK A M I r Ij WDRVI NLx2NIS 51180. i W W .9].PO 168 2cs 909 C. I I 1 N N Z N I I I 10' UTILITY EASEMENT 5355 SOFT. .12 ACRES co I I i i I I 1 I I I I I I 10.00 N61' OW 00"W AIRDOME DRIVE o WALO HFlCNISb Ir, I - - -- Fiv n.G. 1,Stacey King Mora,Registered Professional LEGEND: Land Surveyor,hereby certify that this survey was prepared from an actual on the ground survey U.E. UTILITY EASEMENT made under my direction and supervision,and B.L. BUILDING LINE represents the facts found at the time of survey, Y.R. YARD REQUIREMENT D.R. m DEED RECORDS CORDS and that this survey substandatly complies with M.R. - MAP RECORDS the current standards adopted by the Texas N.C., TX. = NUECES COUNTY, TEXAS EXHIBIT B Board of Professional Land Surveyfng. VOL.— VOLUME DOC = DOCUMENT 10' UTILITY EASEMENT, FILE NO. 745591, OUT OF PG. - PAGE LOT 8, SECTION 50, FLOUR BLUFF AND F G.T.— FLOUR BLUFF k ENCINAL ENCINAL FARM AND GARDEN TRACTS Stacey Kin Q. ....'js E TF ��U�DEN TRACTS VOLUME A. PAGES. 41-43 Registered Professional Land Surveyor c S. BFI SQUARE FEET MAP RECORDS, NUECES COUNTY, TEXAS Texas Registration No.6166 smora®nalsmit"ngineerfng.com ..* STACEY KING Na• NaismMEngineering im Naismdh Engineering,Inc. 6166 ONOIN EERINO M RNYIRONNE19TAL S SURVEYING f Date: Vlt �i�ILI /`''•',!G�rc• f1 C�.� rBPE PBa Iffi 18PL9 Pg1Y nOWB500 l�.« `�`l"•'••`,�L 40,GOLLINAR RD. CoR CHRISTIn a 78411 RLYO.]PI41t ...�A� Project Na: 9151 Surw,.&81'11/73 Check d By. SKM Scda l"=50" ararn RMC I oved B. 51fN Sheet 1 0l d First Reading rdinance for the City Council Meeting of 6/10/14 9 Y 9 oaPOwa,ko Second Reading Ordinance for the City Council Meeting of 6/17/14 1852 DATE: May 6, 2014 TO: Ronald L. Olson, City Manager FROM: Laura Z. Garcia, Library Director lauraga&cctexas.com 826-7070 Appropriation of reimbursement funds from the Texas State Library and Archives Commission for the Corpus Christi Public Libraries. CAPTION: Ordinance authorizing the City Manager to appropriate $25,878.78 reimbursement received from the Texas State Library and Archives Commission for participation in Project Loan into the Libraries Grant Fund No. 1068, Project No. 807714L, Miscellaneous Library Grants, for purchase of a cargo van for library services. PURPOSE: To be used for purchase of a cargo van for library services. BACKGROUND AND FINDINGS: A reimbursement in the amount of$25,878.78 was received from the Texas State Library and Archives Commission for our participation in Project Loan, which is the interlibrary loan program. Participating libraries were entitled to a reimbursement after completing 25 net lends. Corpus Christi Public Libraries completed 1,962 net lends. ALTERNATIVES: None OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This conforms to policy regarding appropriations. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: None FINANCIAL IMPACT: ❑ Operating X Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 1 25,878.781 25,878.78 BALANCE 1 25,878.781 25,878.78 Fund(s): Comments: None. RECOMMENDATION: Staff recommends appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Ordinance. Ordinance Appropriating $25,878.78 reimbursement received from the Texas State Library and Archives Commission for participation in Project Loan into the Libraries Grants Fund No. 1068, Project No. 807714L, Miscellaneous Grants, for purchase of a cargo van for library services. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI TEXAS SECTION 1 . That $25,878.78 reimbursement received from the Texas State Library and Archives Commission for participation in Project Loan is appropriated into the Libraries Grants, Fund No. 1068, Project No. 807714L, Miscellaneous Grants, for purchase of a cargo van for library services. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor d AGENDA MEMORANDUM oaPOwR ko First Reading Ordinance for the City Council Meeting of 6/10/14 2852 Second Reading Ordinance for the City Council Meeting of 6/17/14 DATE: May 6, 2014 TO: Ronald L. Olson, City Manager FROM: Laura Z. Garcia, Library Director lauraga&cctexas.com 826-7070 Appropriation of royalties from oil, gas, and mineral interests from the Estate of William T. Neyland for the Corpus Christi Public Libraries. CAPTION: Ordinance authorizing the City Manager to appropriate $3,216.96 from royalties from oil, gas, and mineral interests bequeathed to the City from the Estate of William T. Neyland into the Libraries Grants Fund No. 1068, Project No. 807713L, Neyland Royalties, to be used for technology services. PURPOSE: To be used for technology services. BACKGROUND AND FINDINGS: Mineral interests earnings, paid regularly, were bequeathed to the Corpus Christi Public Libraries. ALTERNATIVES: None OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This conforms to policy regarding appropriations. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: None FINANCIAL IMPACT: None ❑ Operating X Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 1 $3,216.96 $37216.96 BALANCE $37216.96 $37216.96 Fund(s): Comments: None. RECOMMENDATION: Staff recommends appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Ordinance. Ordinance Appropriating $3,216.96 from royalties from oil, gas, and mineral interests bequeathed to the City from the Estate of William T. Neyland into the Library Grants Fund No. 1068 for library technology services. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That $3,216.96 from royalties from oil, gas, and mineral interests bequeathed to the City from the Estate of William T. Neyland is appropriated into the Library Grants Fund No. 1068 for library technology services. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor se G� F v AGENDA MEMORANDUM 'v0ORPORAtEO First Reading Ordinance for the City Council Meeting of 6/10/14 1852 Second Reading Ordinance for the City Council Meeting of 6/17/14 DATE: 5/20/14 TO: Ronald L. Olson, City Manager FROM: Arlena Sones, City Auditor arlenas @cctexas.com 361-826-3661 Annual Audit Plan Deadline CAPTION: Ordinance amending the City Code of Ordinance, Section 12 1/2-2 to allow the annual audit plan to be submitted at the calendar year-end instead of the fiscal year-end. PURPOSE: The City Auditor's Office conducts an annual risk assessment which is based on a variety of factors such as surveys of City departments and discussions with City management, the external auditor, and the Audit Committee. The annual audit plan represents areas of highest risk to the City which have been selected for audit. BACKGROUND AND FINDINGS: The annual audit plan must be presented to the Audit Committee for review prior to presenting it to the City Council for approval. The deadline of the annual audit plan coincides with the fiscal year-end. It occurs simultaneously with the City's budget approval. The current timing of the Annual Audit Plan draws the attention of City Council members away from vital fiscal year-end and budgetary concerns. There is no budgetary or financial reasoning for the Audit Plan to coincide with the fiscal year-end. Revising the deadline will enhance the audit planning efforts as this will allow for consideration of any department restructuring or other changes taking effect in the new fiscal year. ALTERNATIVES: The alternative is to keep the current deadline as is. OTHER CONSIDERATIONS: Three audits have been added by the Audit Committee to an already aggressive FY 2014 audit plan. By moving the current deadline from September 30" to December 31 st, audit staff will gain three months to complete more of the planned audits. CONFORMITY TO CITY POLICY: There are no other City policies related to the annual audit plan. EMERGENCY/ NON-EMERGENCY: Non-emergency. DEPARTMENTALCLEARANCES: On April 15, 2014, the Audit Committee approved the request to bring this item to City Council for consideration. The City Manager was also agreeable to requesting the change in deadline. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: Expenditures 2013-2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: RECOMMENDATION: Staff recommends that City Council approved the Ordinance amendments. LIST OF SUPPORTING DOCUMENTS: Ordinance 1 Ordinance amending Chapter 12 '/2 of the City Code of Ordinances regarding timeline for submission of annual audit plan. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. Chapter 12 1/ - 2 (h) of the City Code of Ordinances regarding City Auditor timeline for submission of annual audit plan, is amended to read as follows: "'Sec.. 12%.-2. Independence, objectivity, and audit standairds. (a) The organization and administration of the auditor's office shall be sufficiently independent to assure that no interference or influence shall adversely affect an independent and objective judgment of the auditor. (b) The office shall be provided a discrete budget sufficient to carry out the responsibilities and functions established in this chapter and to ensure appropriate professional development, continuing professional education, and compliance with applicable certification requirements. (c) The city auditor shall establish an organizational structure appropriate to carrying out the responsibilities and functions of this chapter. (d) No person shall be appointed to the position of city auditor who has been mayor, council member, or city manager of the city during a period of five (5) years prior to the date of the city auditor's appointment. In no case shall the city auditor be related, by affinity or consanguinity within the second degree, to the mayor, any council member or the city manager. (e) The city auditor shall not be actively involved in partisan political activities of the City of Corpus Christi. (f) Neither the city auditor nor any member of the office staff shall conduct or supervise an audit of an activity for which they were responsible or within which they were employed during the preceding two (2)years. (g) The city auditor shall adhere to government auditing standards, insofar as possible, when conducting the city auditor's work and will be independent as defined by those standards. 2 (h) The responsibility for selection of audit areas shall initiate with the city auditor, with due consideration of the interests and concerns of the city council and city manager. To accomplish this: (1) No less than thirty (30) days prior to the beginning of each e lls-inc it fH,44r�1-year the city auditor shall submit an annual audit plan to the city council through the council audit committee for review and comment. The plan shall identify each audit to be conducted in terms of the department, organization, service, program, function, or policy to be audited and audit objectives to be addressed. The council audit committee shall forward the plan to the city council for city council review and final approval. (2) The annual audit plan may be amended during the year, following notification of the council audit committee and due provision for comment. Such amendments may be initiated by the city auditor, or requested by the council audit committee, or the city manager, or city manager's designee; any amendments to the annual plan must be reviewed by and approved by the audit committee, with written notice of such changes to the full city council in a timely manner. (3) Results of special audits shall be distributed in the same manner as all other audit reports, as provided in section 12-'/2-5, preparation and release of reports, of this chapter. (4) If the city auditor determines that there is serious concern regarding fraud, abuse, or illegality, or that the scope of an audit in progress should be expanded as the result of any findings, the city auditor is authorized to initiate spontaneously and conduct, or expand the scope of, an audit beyond that approved in the work program. The city auditor shall notify the council audit committee of the change. (5) Notwithstanding the calendar identified above in subsection (h)(1), the initial audit plan for remainder of the fiscal year ending July 31, 2012 shall be prepared by the city auditor and submitted to audit committee, for review and comments by audit committee, on or before November 30, 2011. The initial audit plan shall then be submitted to city council for its review and final approval. (i)Within the budget approval process and personnel policies established by the city council for all departments, the city auditor shall have the power to appoint, employ, and remove such assistants, employees, and personnel as he/she may deem necessary for the efficient and effective administration of the affairs of the office of the city auditor. All employees of the city auditor's office shall be exempt from classified service. 3 Q) Neither the city manager, nor assistant city managers, nor the council nor any of its members shall in any manner dictate the appointment or removal of any such officer or employee whom the city auditor is empowered to appoint, subject to any duly authorized grievance procedure. (k) As provided in the City Charter, Article II, Section 29(a), the city auditor may be removed only by a majority of the city council. 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 this City Council that every section, paragraph, subdivision, clause, phrase, word or provision of this ordinance be given full force and effect for its purpose. SECTION 3. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. 4 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor d MaaP© a,EO AGENDA MEMORANDUM 1852 First Reading Ordinance the City Council Meeting of June 10, 2014 Second Reading Ordinance for the City Council Meeting of June 17, 2014 DATE: May 27, 2014 TO: Ronald L. Olson, City Manager THROUGH: Wes Pierson, Assistant City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson @ccredc.com Type A Grant for Texas A&M University Electrical Engineering of$1,000,000 CAPTION: Approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Texas A&M University — Corpus Christi to provide a grant of$1,000,000 to expand its undergraduate degrees in electrical engineering and authorizing the City Manager, or designee, to execute a Business Incentive Project Service Agreement with the Type A Corporation regarding implementation and administration of the Texas A&M University — Corpus Christi Business Incentive Agreement; and appropriating $1,000,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund for said business incentive grant from the Type A Corporation to Texas A&M University — Corpus Christi and changing the FY 2013-2014 operating budget, adopted by Ordinance No. 029915, by increasing proposed expenditures by $1,000,000. PURPOSE: Provide a grant from the Type A fund to Texas A&M University—Corpus Christi (TAMU-CC) to expand their undergraduate degrees in electrical engineering by reimbursing TAMU-CC to purchase laboratory equipment for their electrical engineering program and retrofit existing labs for electrical engineering as needed. BACKGROUND AND FINDINGS: The City previously approved a grant of$1 million for the Mechanical Engineering program at TAMU-CC. The enrollment numbers have exceeded projections and ABET accreditation was achieved earlier than anticipated. The need for additional engineers statewide and locally remains high today, as evidenced by a wide range of data from State and industry sources. The establishment of the Electrical Engineering degree at TAMU-CC will benefit the City in many ways, including but not limited to: • Assisting with new business recruitment to the City by building a trained workforce needed by prospective businesses; • Providing an educated, skilled labor pool for existing local industries, thereby increasing their capability and capacity; • Enhancing employee retention—locally educated employees have already established themselves in Corpus Christi, making them more likely to stay; • Providing qualified candidates for many of the 400-500 engineering jobs Coastal Bend Workforce Development anticipates by 2015; • Increasing the number of local highly compensated positions—the starting salary of BSEE graduates is $75,000 to $80,000 per year with an estimated annual increase of 5% to 10% per year; • Providing three additional University faculty (annual salaries of$100,000 to $120,000 each) and one staff positions (annual salary of$40,000) over a four year period; • Providing a cumulative total of 200 full-time students over a five-year period, with increases as the program becomes well established; • Generating additional student tuition, as well as State funding dollars through Student Credit Hour Revenue, to the University; • Supporting local businesses through patronage, local spending, and personal contributions from the increased numbers of faculty, staff, and students; and, • Impacting the local economy by approximately $5 million by the end of the first five years of the program; • The Electrical Engineering program is also vital to the success of the Lone Star Unmanned Aircraft System Program at TAMU-CC. Texas A&M University-Corpus Christi is investing $534,750 in the Electrical Engineering program for faculty and staff salaries and benefits, over the next five years. They also have a goal of raising another $1,000,000 from their community partners and industry businesses that will directly benefit from the electrical engineers who graduate from the University. They anticipate the five-year cumulative total of expenses for faculty and staff salaries and benefits plus program administration to be $1,140,705 for this program. Additional funding for laboratories and student scholarships is necessary to ensure the success of these programs. The $1 million requested from the Type A Board will be paid out over time as the program is implemented. TAMU-CC requests that $1 million dollars be dedicated to the Electrical Engineering program to be paid two months prior to that program commencing, either in the fall of 2014 or 2015. ALTERNATIVES: This is the only incentive for this project. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to locate and thrive in Corpus Christi EMERGENCY/ NON-EMERGENCY: NON-EMERGENCY DEPARTMENTAL CLEARANCES: None FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 1 1,000,0001 000 BALANCE 1 1,000,0001 170007000 Fund: Type A Fund RECOMMENDATION: CCREDC presents this item while operating under the supplemental contract. This item was not presented to our Board for approval. LIST OF SUPPORTING DOCUMENTS: TAMU-CC Proposal letter Page 1 of 2 Ordinance Approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Texas A&M University — Corpus Christi to provide a grant of $1,000,000 to expand its undergraduate degrees in electrical engineering and authorizing the City Manager, or designee, to execute a Business Incentive Project Service Agreement with the Type A Corporation regarding implementation and administration of the Texas A&M University — Corpus Christi Business Incentive Agreement; and appropriating $1,000,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund for said business incentive grant from the Type A Corporation to Texas A&M University — Corpus Christi and changing the FY 2013-2014 operating budget, adopted by Ordinance No. 029915, by increasing proposed expenditures by $1,000,000. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That a Business Incentive Agreement between the Corpus Christi Business and Job Development Type A Corporation and Texas A&M University — Corpus Christi providing a grant of $1,000,000 to expand its undergraduate degrees in electrical engineering through the purchase of laboratory equipment and retrofitting existing laboratories as approved by the Type A Corporation is further approved. The City Manager or his designee is authorized to sign a Business Incentive Project Service Agreement with the Type A Corporation implementing and administering the grant. SECTION 2. That $1,000,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund is appropriated for a business incentive grant from the Type A Corporation to Texas A&M University — Corpus Christi to expand its undergraduate degrees in electrical engineering through the purchase of laboratory equipment and retrofitting existing laboratories. SECTION 3. That Ordinance No. 029915, which adopted the FY 2013-2014 Operating Fund, is changed to increase proposed expenditures in the No. 1140 Business/Job Development Fund by $1,000,000 for a business incentive grant from the Type A Corporation to Texas A&M University — Corpus Christi to expand its undergraduate degrees in electrical engineering through the purchase of laboratory equipment and retrofitting existing laboratories. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2014, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre ORDINANCE-TAMU-CC4 Page 2 of 2 Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , 20147 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of , 2014. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor ORDINANCE-TAMU-CC4 BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND TAMU-CC FOR DEVELOPMENT OF FACILITIES FOR THE BACHELOR OF SCIENCE IN ELECTRICAL, CIVIL, AND INDUSTRIAL ENGINEERING PROGRAMS This Business Incentive Agreement for Capital Investments and Job Training ("Agreement") is entered into between the Corpus Christi Business and Job Development,Corporation ("Corporation") and:Texas A&M University—Corpus Christi ("TAMU-CC"), a member of The Texas A University System, an agency of the State of Texas., WHEREAS, the Texas Legislature in Section 4A of Article 51 go.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, Section 504.0012 et seq, ("the Act"), empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City'), passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the Texas Comptroller of Public Accounts, effective April 1, 2003, to be administered by the Corporation's Board! of Directors ("Board"); WHEREAS, the ordinance adopting the 1/8th cent sales tax specifically provided: that the funds could be used to make grants to organizations to provide training, retraining, and education to ensure the knowledge and skills required for the jobs of the future are in place; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors, of the Corporation ("Board"), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ('Type A Guidelines"), which the City Council incorporated into the City of Corpus Christi Economic Development Incentive Policies 2009-2011 on November 17, 2009; WHEREAS, Section 501-073 of The Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, TAMU-CC is expanding its undergraduate degrees in electrical engineering; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to TAMILI-CC, through this contract 1 Type A Business Incentive Agreement Jobs Training TAMU-CC 05-23-14 with TAMU-CC, to be used by TAMU-CC for expenses related to establishing the facilities for the new engineering programs, 'including retrofitting and outfitting the laboratories currently used in TAMU-CC's Electrical Engineering Technology programs. In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and TAM,Ul-CC agree as follows: WHEREAS, TAMU-CC proposes to invest approximately$534,750 over a five year period; WHEREAS, on April 21,, 2014 the Board determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided, to TAMU-CC, through this Agreement with TAMU-CC, to be used by TA MU-CC to establish a new engineering program and will result in job training that will give our citizens the knowledge and skills required for the jobs of the future. New jobs will pay wages that are at least equal to the prevailing wage for the applicable occupation in the local labor market. In consideration of the covenants, promises, and conditions stated, in this Agreement, Corporation and TAMU-CC agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement. 2. Term. The term of this Agreement is for three years beginning on the Effective Date. 3. Performance Requirements and Grants, a, TAMU-CC shall purchase laboratory equipment for its electrical engineering program and construct or retrofit existing labs for electrical engineering as needed (the "Projecr). b. The Corporation will reimburse TAMU-CC,for the costs incurred by TAMU-CC in the Project. TAMU-CC shall submit to the Corporation documentation reasonably satisfactory to the Corporation of costs incurred by TAMU-CC, in the Project and the Corporation shall provide reimbursement within 30 days or receipt of such documentation. The amount reimbursed by the Corporation may not exceed $1,000,000. c., On the annual anniversary of the Effective Date, TAMU-CC shall report to the Corporation the number of students enrolled in the Electrical Engineering program at TAMU-CC during the previous year. 4. Utilization of Local Contractors and Suppliers. TAMU-CC agrees to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business. For the purposes of this section, the term, "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 5O mile radius of Nueces 2 Type A Business Incentive Agreement Jots Training TAMU-CC 06-23-14 County. TAMU-,CC agrees, during the construction of the Project and for four years after its completion, to maintain written records documenting the efforts of TAMU-CC to comply with the Local Requirement, and to provide an annual report to the City Manager or designee. Failure to substantially comply with this requirement shall be a default hereunder. 5,. Utilization of Historically Underutifized Businesses ("HUBs). TAI' U-CC agrees to make good faith efforts in utilizing contractors and suppliers in the Project that are NUBS in accordance with Texas Government Code, Chapter 2161, Subchapter F, and Comptroller of Public Accounts HUB Rules, TAC Section;, 20.14, with a priority made for HU'Bs which are local. TAMU-CC agrees to a goal of 22.82% of the total, dollar amount of all construction contracts and supply agreements for the Project being paid to HU13s. TAMLI-CC agrees, during the construction of the Project and for four years after its completion, to maintain written; records documenting the efforts of TAMU-CC to comply with the DBE Requirement, and to provide an annual report to the City Manager or designee. Failure to substantially comply with this requirement shall be a default hereunder. For the purposes of this section, the term "local" as used to describe contractors and suppliers, that are determined to be NUBS includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. 6. Health Insurance. To qualify for this incentive, TAMU-CC certifies that it has offered a health insurance program for its employees during the term of the Agreement. 7. Warranties. TAI U-CC warrants and represents to Corporation the following: a. TAMU-CC is an institution of higher education duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus, Christi, Texas. b. TAMU�-CC has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. TAMU-CC has timely filed and will timely file all" local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid , during the term of this Agreement. d. TAMU-CC has received a copy of the Act, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The parties executing this Agreement on behalf of TA,MU-CC are duly authorized to execute this Agreement on behalf of TAMU-CC, f, TAMU-CC does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, TAMU-CC is convicted of a 3 Type A Business Incentive Agraement Jobs Training TAMIJ-CC 05-23-14 violation under 8 U.S.C. Section 1324a(f , TAMU-CC shall repay the payments received under this Agreement to the Corporation, Wth interest at the Wall:, Street Journal Prime Rate, not later than the 1201" day after the date TAM'U-CC has been convicted of the violation and exhausted all available appeals. 8. Compliance with Laws. TAMU-CC shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments, 9. Non-Discrimination. TAMU,-CC covenants and agrees that TABU-CC 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 TAMU-CC 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. 10. Force Majeure. If the Corporation or TAMU-CC are prevented, wholly or in part, from fulfilling Its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other' causes of force majeuire, or by reason of circumstances beyond its control, then the obligations of the Corporation or TAMU-CC are temporarily suspended during continuation of the force majeure. If either party's obligation, ms affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving fuill particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon, 11. Assignment TA MU-CC may not assign all or any park of its rights, privileges, or duties under this agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 12, Indemnity. To the extent authorized by law, T C covenants to fully ;ndemnil�6 save, and hold ha less the Corporation, the City, their respective officers, employees, and agents ("Indem nit ees') against all liability, damage, loss, claims demands, and actions of any kind on, account of personal injuries (including, without limiting the foregoing, workers'compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with TAMU­CC activities conducted under or Incidental to this Agreement, except to the extent any injury, loss or damage is caused by the sole or contributory negligence of any or all of the Indem nit ees. TAMU-CC must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands arising from the liability, damage, loss, claims, demands, or actions. 4 Type A Business Incentive Agreement Jobs Training TAMU-CO 05,23.14 13. Events of Default by TAMU-M The following events constitute a default of this Agreement by TAMU-CC: a. The Corporation or City determines that any representation or warranty on behalf of TAMU-CC contained in this Agreement or in any financial statement,, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment related to this Agreement is assessed against TAMU-CC or any attachment or other levy against the property of TA MU-CC with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. TAMU-CC makes an assignment for the benefit of creditors,. d. TAMU-CC files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. If taxes owed', by TA MU-CC become delinquent, and TAI U-CC fails to timely and properly follow the legal procedures for protest or contest. f. TAMU-CC changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 14. Notice of Default. Should the Corporation or City determine that TAI U- is in default according to the terms of this Agreement, the Corporation or City shall notify TAMU-CC in writing of the event of default and provide 60 days from the date of the notice ("Cure Period")for TAMU-CC to cure the event of default. 15,. Results of Uncured Default by TAMU-CC, After exhausting good faith attempts to address any default during, the cure Period, and taking into account any extenuating circumstances that might have occuir,red through no fault of TAMU-CC, as determined by the Board of Directors, of the Corporation, the following actions must be taken for any default that remains, uncured after the Cure Period. a. TAMU-CC shall immediately repay all funds paid by Corporation to TAMU-CC under this Agreement. b. TAMU-CC shall,, to the extent authorized by law, pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by TAMU-CC of all sums due, the Corporation and TAMU-CC shall have no further obligations to one another under this Agreement. 5 Type A Business incentive Agreement Jobs Training TAMU-CC 05.23-14 d. Neither the City, the Corporation, nor TAMUI-CC may be held liable for any consequential damages. 16. No Waiver, a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of TAMU-CC's default may not be considered an estoppel against the Corporation. di. It is expressly understood that if at any time TABU-tom C is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default, 17. TAMU-CC specifically agrees that Corporation shall only be liable to TAMU-CC for the actual, amount of the money grants to, be conveyed to TAMU-CC, and shall not be liable to TAMU-CC for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during, the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from TAMU-CC to be accompanied by all necessary supporting documentation. 18. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year", and the funding is not effective until approved by the City Council. 6 Type A Business incentive Agreement Jobs Training TAMU-CC 05-23-14 19. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: TA MU-CC: Texas A&M University— Corpus Christi 6300 Ocean Drive, Unit 5731 Corpus Christi, Texas 78412-5731 Attn: Purchasing Director City of Corpus Christi Business and Job Development Corporation Attn.,: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus,Christi Attn: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 20. Incorporation of other documents. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business Incentives ("Corporation Guidelines"),, as amended, are incorporated into this Agreement. 21. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 22. Relationship of Parties. In performing this Agreement, both the Corporation and TAMU-CC, will, act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. 'The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 23, Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions, of this Agreement. 24. Severability. 7 Type A Business Incentive Agreement Jobs Training TAMU-CC 05-23-14 a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then, the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 25. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 26. Sole Agreement This Agreement constitutes the sole Agreement between Corporation and TAMU-CC. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 27. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation, of the parties relating to Sections 14 and 15 shall survive the termination of this Agreement. Remainder of page is intentionally left blank. 8 Type A Business Incentive Agreement Jobs Training TAMU-CC 05.23-14 Corpus Christi Business &Job Development Corporation By.. Robert Tarez President Date: Attest: By: Rebecca Hurta Assistant Secretary Texas A&M University—Corpus Christi By: r. Fievilus Killebrew President THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on Ott 2014 by Dr. Flavius Killebrew, President of Texas A&M University-Corpus Christi, a member of the Texas AW University System, an agency of the State of Texas, on behalf of the university. 12EI Pj% MICHELE M NAAME r My Commission Expires October 12,21015 44 :50 01 9 Type A Business Incentive Agreement Jobs Training TAMU-CC 06-23-14 BUSINESS INCENTIVE PROJECT SERVICE AGREEMENT This Business Incentives Project Service Agreement ("Project Service Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and the City of Corpus Christi, Texas ("City"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Type A Corporation's Board of Directors ("Board"); WHEREAS, the Type A Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on September 18, 2007, which the City Council incorporated into the City of Corpus Christi Economic Development Incentive Policies 2009-2011 on November 17, 2009; WHEREAS, the Board, on October 18, 2010, again amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, Section 501.073, Texas Local Government Code (formerly Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes), requires the City Council to approve all programs and expenditures of the Type A Corporation; WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on November 9, 2010; WHEREAS, Texas A&M University — Corpus Christi ("TAMUCC") has submitted a proposal to the Type A Corporation for a $1,000,000 grant to be used by TAMU-CC for expenses related to establishing the facilities for the new electrical engineering Page 1 of 3 Business Support Agreement-TAMU-CC program, including retrofitting and outfitting the laboratories currently used in TAMU- CC's Electrical Engineering Technology programs; WHEREAS, the Type A Corporation and TAMU-CC has executed a business incentive project agreement for establishing laboratories that will aid TAMU-CC in training citizens for jobs in the local industry. In consideration of the covenants, promises, and conditions stated in this Project Service Agreement, the Type A Corporation and the City agree as follows: 1. Project Service Agreement to Implement Business Incentives Agreement. This Project Service Agreement between the City and the Type A Corporation is executed to implement the Business Incentive Agreement for Job Training between the Type A Corporation and TAMU-CC related to TAMU-CC establishing facilities for the new electrical engineering program, including retrofitting and outfitting the laboratories currently used in TAMU-CC's Electrical Engineering Technology programs ("Business Incentive Agreement"). 2. Term. The term of this Project Service Agreement runs concurrently with the term of the Business Incentive Agreement. 3. Services to be Provided by City. a. The City Manager, or the City Manager's designee, shall administer funding on behalf of the Type A Corporation. b. The City Manager, or the City Manager's designee, shall perform contract administration responsibilities outlined in the Business Incentive Agreement for the Type A Corporation. 4. Appropriation of Funds. Any future payments by the City are subject to appropriation of funds by City's Council. 5. Effective Date. The effective date of this Project Service Agreement is the latest date that either party executes this Agreement. 6. Amendments or Modifications. No amendments or modifications to this Project Service Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. 7. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Project Service Agreement or the application of this Project Service Agreement 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 Project Service Agreement, or the application of the term or provision to persons or Page 2 of 3 Business Support Agreement-TAMU-CC circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Project Service Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Project Service Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Project Service Agreement, then the remainder of this Project Service Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Project Service Agreement automatically. 8. Captions. The captions in this Project Service Agreement are for convenience only and are not a part of this Project Service Agreement. The captions do not in any way limit or amplify the terms and provisions of this Project Service Agreement. The City of Corpus Christi Corpus Christi Business & Job Development Corporation Ronald L. Olson Robert Tamez City Manager President Date: Date: Attest: Rebecca Huerta City Secretary Page 3of3 Business Support Agreement-TAMU-CC �wow� a-J O I a +, W V .v E i O Q p U H � � tw of •i � cr w •b�A w tw W 3 L L ., V L; lWl hp�u Illlllllllllllll /� lu (10 III O� vow' �IIII �� IIIIIIIIIIIIIIIIIIIIIIII Ln Kj e�^yyyy III ✓"w W sill e� N p N N ��IuIII�lIiI M M 0 N N 1 0 ri ulWOwIUI1tl'u w v O O '— N a� p ®® •� m M i y v a ca cc z7; i V a dA _ C7 W •— a� ! ®® 3 M a ca ' . i i p j2 4-J u CL E Ln 0 0 VOW; 94 O a) 0 -0 r-i 0 A C Z3 a) +-� " 0 .2 m Z3 0 LU t3 E CL r14 r-i U- In 0 L V LU M Q0 WA u E -0 M a) bD bn 4-j U N E m 0 E Ln u cu = Q0 r14 = w E > E E 4A Q) m Lr) All LM m Ln r14 ca a 0 E bD o E E E E E E • CL LQ O m Q0 0 LA U 0 0 U cc 4-j 0 4-j bD bD :E bn Q) u Q) CO Q) 4-J 4-j . . ...... 4-j Lu D Ln E "II r muGGumu i4hYd mil N CU CU CU 00 > Ln � ® 0000 � 0 o rn cu Mo 0 Ln Ln r- ®_ 00 0 �o 0000 0 N III � • Ln l0 CU cu �1-01 ' o O O e0 o rn 0 m m W Mo m ® cu>- V .IIIIIIIIIIIIIIIIIII w W cu uj V ® N m ® rl N 3 CU Q of O O V V o o i ++ ++ 00 C7 , M M ® m � � •N dA � dA ++ L > L > UJ 4-J H M O Ol N Ol Z u dl N I� Y'� IIIIIIIIIIIIIIIIIIII u� O 00 00 ��t1 �N � -1 uICIII��, v l v l v l 00 O 00 0 O a IIIIV , N O lD IIIG O N Ln Eiz� iz� L � iz� 0 0 0 WIN V 0 M M bD CL I�V M � L V � 3 .� V Q m Ln 0 V V 4 H H c% a° 3 3 a � L GJ m m .n. /. dA dA ®® b.0 e GJ GJ ' f W U U us,ii H N a V a m �° 00 00 rn r-4 CN ci bD � LM Y o �� N ry ry rn � O d 0 m C ate+ - m 3 O V E o w tko uj CL WI LIJ LIJ O L u Q � w u IIIIIIIIIIIIIIIIIIIIIII O Zu 00 �D 00 Im Ln LA m VIP uj I� 00 Im O1 00 4-J Ln IIV' i� 000 m -cr- VIP Q O tw Lm •� '� i uj LU txo — M a - LEI O .s O > `~ O x2l ...� W W E � cz LIJ N 0 = V Q d AGENDA MEMORANDUM MaaP© a,EO First Reading Ordinance for the City Council Meeting of June 10, 2014 1852 Second Reading Ordinance for the City Council Meeting of June 17, 2014 DATE: May 27, 2014 TO: Ronald L. Olson, City Manager FROM: Yasmine Chapman, Director of Human Resources YasmineC @cctexas.com 826-3315 Amending fiscal year and procedures for granting Personal Leave of the Personnel Ordinance. CAPTION: Ordinance to amend Chapter 39 of the City Code of Ordinances, Personnel, regarding personal leave. PURPOSE: The purpose of this amendment is to revise the current Chapter 39, Personal Leave Ordinance to conform with fiscal year changes and revise procedure for granting Personal Leave. BACKGROUND AND FINDINGS: Corpus Christi City Council approved the change in the start of the fiscal year from August 1 to October 1. This necessitates a change in the language regarding the use of personal leave from fiscal year to July 31St of each year. In addition, a change is requested to allow prorated Personal Leave hours to be given to new employees upon hire. ALTERNATIVES: Alternatives would be to not allow prorated personal leave for new employees. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: Changes to existing ordinances require City Council approval. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: Expenditures 2013-2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: RECOMMENDATION: Staff recommends approval of the ordinance amendment. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance to amend Chapter 39 of the City Code of Ordinances, Personnel, regarding personal leave. Section 1. That Chapter 39 of the City Code of Ordinances, Personnel, Section 39- 366, Personal Leave, is amended to read as follows: "'Sec.. 39.-366.. I eirsonall Ileave„ (a) Effective August 1 of each year, each full-time employee shall receive forty (40) hours of personal leave to be used under guidelines promulgated by the City Manager, or designee, except for airport public safety officers who work shifts of twenty-four(24) hours on and forty-eight (48) hours off, who shall receive sixty (60) hours of personal leave. (b) Beginning August 1, 2014, new full-time employees hired on or between August 2 to April 30 shall receive personal leave hours as follows in the first year they are employed: (1) Hired on or between August 2 through October 31 shall receive 30 hours; (2) Hired on or between November 1 through January 31 shall receive 20 hours; (3) Hired on or between February 1 through April 30 shall receive 10 hours; (4) Any employee hired on or between May 1 through July 31 shall not receive personal leave hours until personal leave hours are awarded on August 1. (c) Beginning August 1, 2014, new Full-time airport public safety officers hired on or between August 2 to April 30 shall receive personal leave hours as follows in the first year they are employed: (1) Hired on or between August 2 through October 31 shall receive 45 hours; (2) Hired on or between November 1 through January 31 shall receive 30 hours; (3) Hired on or between February 1 through April 30 shall receive 15 hours; (4) Hired on or between May 1 through July 31 shall not receive personal leave hours until personal leave hours are awarded on August 1. (b) Personal leave hours must be requested and approved in advance like vacation accrual, but are non-cumulative. (-s) (e) Personal leave must be taken within the fiGGal year"°^°^ved by July 31 of each year.. (4) f) Personal leave may be used within the first six (6) months of employment with the city. (e) Personal leave hours are not paid out at termination." Section 2. This ordinance takes effect upon date of final City Council approval. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 7 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor d oaPOwa,ko AGENDA MEMORANDUM 2852 City Council Meeting of June 17, 2014 DATE: June 11, 2014 TO: Ronald L. Olson, City Manager FROM: Floyd Simpson, Chief of Police Floyds(a_cctexas.com 886-2603 Proposed changes to peddler permit and unlawful solicitation ordinance STAFF PRESENTER(S): Name Title/Position Department 1. Floyd Simpson Chief of Police Police 2. OUTSIDE PRESENTER(S): Name Title/Position Organization 1. 2. 3. BACKGROUND : Presentation regarding the proposed changes to the ordinance. LIST OF SUPPORTING DOCUMENTS: Power point presentation Ordinance Amending Chapter 38 section 22 of the Corpus Christi Code to modify the hours soliciting is allowed and to prohibit soliciting at homes with no soliciting or trespass signs; amending Chapter 38 section 6 of the Corpus Christi Code to require background checks for peddler, commercial solicitor and itinerant merchant permittees and deny permits to applicants convicted of any felony or of any offense involving moral turpitude; Amending Chapter 38 section 3 and section 2 of the Corpus Christi Code to exempt local youth organizations from permitting process; amending Chapter 38, ARTICLE II. SOLICITATIONS FOR CHARITABLE PURPOSES of the Corpus Christi Code in its entirety; providing for severance; providing for publication; providing for penalty; and providing an effective date BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. Chapter 38, Section 22 General regulations, is revised as follows: Sec. 38-22. General regulations. All peddlers, commercial solicitors and itinerant merchants, permitted under the provisions of this article shall comply with the following rules and regulations which shall be conditions of the permits: (1) No peddler or commercial solicitor shall conduct any such business x4.&r-9, before ';-00 a i n, �o�ir° after 6 00_fj��jj, ll 4,r 11 r'Lg staff lard uiiim---e oir Ibefore 9,00 < rn. or after 700_r2_un_ juEiiirnu u�gy[L li����< uira�s tiiirf"li���. without a..lprio�r iiir vitafl oir�uf��ogi tIVu��occu�pa !,,,��L..r, d J ir°iiy< �f� !r f���fii��f�ir�ce (2) No peddler, commercial solicitor or itinerant merchant shall represent to any person that any certificate of registration, permit or identification card issued under the provisions of this article in any manner constitutes an endorsement or approval by the City of Corpus Christi, Texas, of a product, good or service or of any particular person or business. (5) Every peddler, commercial solicitor and itinerant merchant shall prominently display any certificate of registration or permit issued under the provisions of this article and shall, upon the request of any person, display any identification card issued under the provisions of this article. (6) No peddler,_eip commercial solicitor,__g!� iItlir°u�irair t irfu��irrdha ir°ut_shall remain on any private premises or continue any effort to gain entry to any private premises after being requested by the owner or lawful occupant thereof to depart. 1 1g, coimimerc liar LA, t ir si-a gj. 3 -�S. _U!,!c_! c), or Iflineraint ineir6haint 11 2M , jg_j!jA� 1 activities at ainy_jg,,�kjeince or busiiness Uhat has a "No Solicifling" or "No 1'iresp, -------------------------- ------------------------------------------------------------------------------ ------------------------- SECTION 2. Chapter 38, Section 6 Permit application, information required, is revised as follows: Sec. 38-6. Permit application, information required, (21 Every application for a permit required by this chapter shall contain the following: (1) The name of the applicant and, if applicable, a certified copy of any assumed name certificate and/or corporate or other legal organization charter of record, together with proof of the individual's authority to act in behalf of such entity. (2) The business address and phone number of the applicant. (3) The_full name, - ----phone number,.,.f.,141-l-"-e----t--r-e--s--d-e-----rc.e----a----d-- _.I II, �g_Sn resideince for Uhe five -�e date of said ap I -� (,Ly!22C� p�� jq, . ......�_j�jcat oir of any individuals .-............................ ...................... who will engage in the business operations in the city. Ar Ar * * * Ar (10) Proof of state sales tax certificate, if applicable, and compliance with all other applicable state and federal requirements for the particular business for which a permit is requested. CL-1-1-1-1-1-11 (11-------Ll t_��Pp.[icaint_aind airm individuals who will ein a lin Uhe busirless -)p o in s lin --j----------j---------------- ------------ to the cjY_a cogip )te cirill'Tlinal b�j L to beilini .......... ............... ............ Is" (2)........AD g S ?jp i A and ary lindividuals Who will ein S.1t) lin Uhe busiine s o ratioins lin ca ir P ----------------- _L�gojed rey 2ke for reinewal lf_Ui-,�e a p , A has ...........L ....... ...............p__!jc ir ....................... beein coinvicted of ain fel - 11' ................------------Y------Q-1y offeinse linvolviing g!plieu de, --------------------------------- _!ng!�gjj 1_ SECTION 3. Chapter 38, Section 3 Applicability- affirmative defenses. is revised as follows.. Sec. 38-3. Applicability- affirmative defenses. This article shall not apply to the following persons, businesses or conduct or under the following conditions- provided, however, that it shall not be necessary in the prosecution of any violation of this article to negative any of such exceptions or exemptions herein expressed- but the pleading and proof of the same shall be an affirmative defense in any such prosecution: 15) Lemonade stands and the like conducted and operated entirely by children under the age of sixteen (16) and upon the private residential premises of such children. inizatioins & e T1 tt inS.1j°egglEg!neints of this P!, I ----------------------e __xei�_n A2!---1 -- --- ..................... SECTION 4. Chapter 38, Section 2 Definitions and construction, is revised as follows: Sec. 38-2. Definitions and construction. (a) As used in this article, the following definitions shall apply: (1) Bay front seawall shall mean the protective retaining wall running along the shore of Corpus Christi Bay and along Shoreline Boulevard from Buford Street to the entrance ramp to the barge dock, including the sidewalk thereon. (2) Business shall mean any marketing activity conducted for the sale or rental of goods or services for private profit on any premises in this city. (3) City shall mean the City of Corpus Christi, Texas, or where the context indicates, the city manager or his designated representative or other authorized representative of the city. (4) Commercial solicitor shall mean any person without a permanent business establishment within the city who takes or offers to take orders for the future delivery of any goods or services by means of going upon private premises from house to house or place to place, without the prior expressed request or consent of the owner or occupant thereof. (5) Itinerant merchant shall mean any person without a permanent business establishment within the city who engages in a temporary business of selling, offering for sale, renting or offering for rent any goods or services from a permanent, established structure. Temporary association with an established resident business or person shall not excuse any itinerant merchant from the terms of this article. ns ain oi ainizatioin Uhat meets all o .......... . re(' u.jiremeints in in t�ty. d A).Js a chairitable_oiriro - rofit_e � jho� !ing_,jKg!i 501L.,. --------- ------ .....��j... --- ------- ceirtificafloin-b Uhe �internal Reveinue S,eirvil'--e c it a lic o 2!,g j[ 11-1-1-1-1-1-1-1-1-1-1-1-11.......... .......... I ............. ..............L_pj_(K, secoin ai h r Z �b aL�y as a ,!'aim ginit aut oi I ed_ -Y _A�4g _A L(A g ------------ ----------------------------------- - ---- tean_,�1�10�, 'it )jg -u L raises fuinds for Uhe ............. or ni join � y_1 ed �qt b., .2EgiJorninaintly_jA, in. .�. �i �t beein accus ..............----------- _ALuy -------------------------- fra �s laweinforceimeinta L 2E oUheir crigle ................. gggjL _[!�a!��eints lin Uhe course of solicitilinS. M-------JE)ainIhaindle meains Uhe &T p �P"!!�nL tteirl W uted word or oUheir I -------- ----- ------------------------------------ tbL�,_' - .iriir ---------------------------------------------- �4_� _A!J _ci p acts as are coinducted lin the furtheiraince of Uhe c I I n�. I a te I ol ect i mc e o ain oUheir Iteim of value for Uhe use of oine's self or oUheirs, � Y----E-----Y-------------------------------------------------------------------------------------------------- (&:)-�(L 3)_PeddIer shall mean any person without a permanent business establishment within the city who sells, offers for sale, rents or offers for rent any goods or services by means of going upon private premises from house to house or place to place, without the prior expressed request or consent of the owner or occupant thereof, and who makes delivery at or near the time of any such transaction. O Permanent business establishment means a building or part of a building or space within a building owned or occupied for use in the operation of an on-going commercial or industrial enterprise which has been or is intended to be conducted for more than forty-five (45) days and for which use a certificate of occupancy has been issued by the city. (8)iEll_ Person shall mean any individual, firm, company, corporation, organization, partnership, association or other legal entity. ( (1_1„)Vending unit shall mean any vehicle, stand, cart, craft, or other equipment or device used by a vendor for the storage or display of goods for sale or rent or in the actual rendering of services. Vendor shall mean any person who engages in the business of selling, offering for sale, renting or offering for rent and delivering from stock at or near the time of sale or rental any goods or services from any vehicle, cart, stand, or other equipment or device or from his person, from, in or upon any public street, alley, sidewalk, park, beach or any other public way or premises or from, in or upon any private premises; and outside a permanent, established structure. SECTION 5. Chapter 38, Article II. SOLICITATIONS FOR CHARITABLE PURPOSES of the Corpus Christi Code is hereby amended in its entirety to read as follows: Article II. UNLAWFUL SOLICITATION Sec. 38-40. Definitions As used in this Article, the following terms shall have the meanings ascribed to them in this section, unless the context of their usage clearly indicates another meaning: (1) Aggressive panhandling means any of the following acts: 1. Making any physical contact with or touching the solicitee in the course of the solicitation without the solicitee's consent. 2. Following a solicitee, if that conduct is: A. Likely to cause a reasonable person to fear imminent bodily harm or the commission of a criminal act upon property in the solicitee's possession or B. Reasonably likely to intimidate the solicitee into responding affirmatively to the solicitation. 3. Continuing to solicit after the solicitee has made a negative response to a solicitation, but does not include a request for reconsideration of the denial of a request for a commercial or consumer loan under normal business terms. 4 4. Blocking the safe or free passage of a solicitee or requiring the solicitee, or the driver of a vehicle to take evasive action to avoid physical contact with the solicitor. 5. Using obscene or abusive language or gestures toward the solicitee. 6. Approaching the solicitee in a manner that: A. Is likely to cause a reasonable person to fear imminent bodily harm or the commission of a criminal act upon property in the solicitee's possession or B. Is reasonably likely to intimidate the solicitee into responding affirmatively to the solicitation. (2) Charitable purpose means any purpose, whether actual or purported, which an ordinary citizen reasonably could classify as charitable, benevolent, philanthropic, patriotic, religious, social service, welfare, educational, eleemosynary, cultural, artistic, or for a public service or association of public servants. (3) Charitable organization means any person who engages in, or purports to engage in solicitation for a charitable purpose and includes a chapter, branch, area office, or similar affiliate or any person soliciting contributions within the city for a parent charitable organization, but does not include an organization whose primary purpose is supporting or opposing any candidate for elective office, or influencing the nomination for election or the election of any candidate for elective office. (4) Person means any individual, organization, group, firm, association, partnership, corporation, company, trust or joint stock association, church, religious sect, religious denomination, society, or league, and includes any trustee, receiver, assignee, agent or other similar representative thereof. (5) Professional fundraiser means any person who for financial compensation or profit performs for a charitable organization service in connection with which contributions are, or will be, solicited in this city by the compensated person or by any compensated person the person employs, procures, or engages to solicit; or any person who for compensation or profit plans, manages, advises, consults, or prepares material for, or with respect to, the solicitation in this city of contributions for a charitable organization. No investment adviser, investment adviser representative, broker-dealer, or lawyer, accountant, or banker who advises a person to make a charitable contribution or who provides legal, accounting or financial advice in the ordinary course of a profession or business shall be deemed, as a result of the advice, to be a professional fundraiser. A bona fide salaried officer, employee, or uncompensated volunteer of a charitable organization is not a professional fundraiser. (6) Public place means an area to which the public has access and includes, but is not limited to, a sidewalk, street, highway, park, parking lot, parking meter, alleyway, 5 pedestrian way, or the common area of a school, hospital, apartment house, office building, bus, bus station, bus stop, bank, restaurant, or business establishment. (7) Response means any reply or imperative instruction by a solicitee to a solicitor, the solicitee has been solicited or approached by the solicitor, whether verbal or non- verbal, to stop the solicitation, including, but not limited to, the use of gestures or words such as "no," "not today," "stop," "back off," "stay back," "get away," "leave me alone," or "withdraw." (f ) Solicit fulruds or solir.ifa firm of fulruds Imea Irs a Iru7 Irequest for tihe doina tioin of mr.Dlrey, Iproperty, or ainytIhilruf of value, or flue Ipledge of a future doina tIioin of Imr.Dlrey, property, or ainytIh ilruf of value; or the seIIIIIiIruf or offering for sale of a Iru7 Iproperty, real or persoina ll, to lruf lilble or lilrufa lruf lilble, WhetIheir of value or root, includilruf , but not Illilmlifed to, goods, books, pa lY°y"IllfA-llets, tickets, publicatiolr s or su.albsclriptlis°ns to publicatiolr s, or bu°r.Dr.IhulY°es, upoin flue u°epIY°eseIr tutu.in, express or ifflIplied, tIV at the proceeds of su6h sale will If e used for a r.lha lY'lita lble Ipurpose as such felY°Im Is lheIY°eilru defined. II Expressly excluded flrolrlr"II 'tihe Irlr"ea lnIiin of °°solllcit 'fulr"uds" or oosollicit a'floIn of fuInds" are ainy Offer of IY"lflleIY"lfllbeIY"§ VIIIp Ir"u ainy orgainizatioin aind ainy solici'ta 'tIoin of fuinds for ainy purpose either by a fir.DveIY°Ir°ulmeinta ll a geIr cy or political subdivlisio in, (9) Solicitee means any individual to whom a solicitor directs a solicitation. (10) Solicitor means any person who engages in the act of solicitation. Section 38-41 Unlawful solicitation. (a) It shall be unlawful to solicit funds between the hours of 6,00 Ip.Im, a lr°d 9,00 a .Im, duu°Iilruf sta Irudard N°ne or If"etween the hours 7,00 p.Im, a Ird 9,00 a .Im, duu°lilruf da yliglht sa vilr gs 'time, (b) It shall be unlawful for any person to solicit funds, directly or indirectly, by the misrepresentation of names, occupation, financial condition, social condition or residence of the persons purported to be benefited thereby or of the solicitor, or misrepresentation of any other material fact. (c) It shall be unlawful for any person who shall solicit funds for charitable purposes to represent in connection with such solicitation of fund that the city endorses or approves of the purposes of such solicitation by the city or any officer or employee thereof. (d) Illf §ha IIII If e urflawful for a lr y Ipersoin to sta Ir d lilru a roadway a y to solicit or accept fulruds flrolrlr"II a lr°u r.Dc upa lr°u'I~ of a v6hir.le without weariing a Ireflective safety vest. (c) It §I"rlellll be LAIIIIlewfu.All for ainy Ipeirsoin u.Au° deer flhc age of 16 to sta lr°d Iilru a roadway a y to solicit fulruds flrolrlr"II a Iru r.Dc ulpa lr°uf of a v6hlicle, 6 (f) It shall be unlawful for any person knowingly to solicit funds from another for a particular charitable person or purpose after receiving notice that the other person does not want to be contacted again about contributing to the charitable person or purpose. (g) It shall be unlawful for any person to solicit funds from another without disclosing to the potential donor his name, the name and address of the charitable organization on whose behalf he is soliciting, the name of any professional fundraiser for whom he is working and a statement that said entity is a professional fundraiser. (h) Charitable solicitations involving the sale or attempted sale of goods or services shall be subject to the provisions of the Texas Deceptive Trade Practices Act, and the provisions of said Act, as amended, are adopted herein by reference. (i) It shall be unlawful for any person to engage in aggressive panhandling. Sec. 38-42. Exceptions. The following are excepted from this Article: (1) The solicitation of funds for charitable purposes by any organization or association from its members; (2) The solicitation of funds for charitable purposes by a person when such solicitation occurs on premises owned or controlled by the person soliciting funds. Secs. 38-43 to 38-50 Reserved SECTION 6. 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 hereof be given full force and effect for its purpose. SECTION 7. Publication shall be made one time in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 8. Penalties are as provided in Section 1-6 of the Code of Ordinances. SECTION 9. This ordinance takes effect after official publication. 7 � O V c5 r-4 � � O � a o � � a--+ bn p ca i cn O •� (D c:E O v •M O N O Lu o .E •C: z •; •; o .2 ca •cn 0 � � •cn O U C: -0 ca C: O O o (D o w o o a� O m o p C }, o O � � E `� W O Q o a=+ ca C p C: •O L7 - m L7 C: o ' > ! m m •p m LO) cr W Q -0 O w co Z •� ° 0 Q •� N > c: O i U v W O O = O Q •O O v _ v U Q -E O >' Q U — O a C: o C: C:o o Q �, to M -P m +� 00 U oo °' w ° ! c m � Q c ca ci 0 4-J LL L � W cn bA O W C� z z o M a) _ a- •o U U W v' O J w M O W cn O - O - o o -j •0 ca O v •> J o 06 }, o ca Q m }, m 0 j oC U v oC ° 4-J O O 4J c: .� a 0 O V1 ca � E z O 0 Q . . 0 C: i U '� o c� 'o E w C D- 40- ° cn O o o — a� 0 0 E o `0 - > O c: o �; DC a� C: o E 'o Ln a� Ln O O N '> N M 'p ! +� won u 0- a O O ca �5.W C: CU U tj Q i O o c, = O Q +j U W O N O Q ca W Co p (/1 0 •cn � •U ca - O O - Ln +_+ 'O 00 cn a� t � U E 'O N DC 0 +� O +-+ Q E lD c: O >%i O Q fa Q cn U � • US AGENDA MEMORANDUM xg for the City Council Meeting of June 17, 2014 DATE: June 2, 2014 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P.E., Executive Director, Public Works DanB @cctexas.com (361) 826-3729 Valerie Gray, P.E., Director, Street Operations ValerieG@cctexas.com (361) 826-1875 UPDATE TO CITY COUNCIL Street Preventative Maintenance Program STAFF PRESENTER(S): Name Title/Position Department 1. Daniel Biles, P.E. Executive Director Public Works 2. Valerie Gray, P.E. Director Street Operations 3. OUTSIDE PRESENTER(S): Name Title/Position Organization 1. 2. 3. BACKGROUND: This presentation will update the Council on the current status of this program. It is for informational purposes only and no action is required. LIST OF SUPPORTING DOCUMENT: Presentation — Street Preventative Maintenance Program ?--1 n� O CA � a . CD 4-j LP (754 N cn LP un un a� ��Gwc�isrr V/ z got ��. i W 111r1�� /��rrrr�rrrr/, o� 1 V J _ j i cn t �a a E) r-4 2 cn 7 O U 0 � o N � 4-j 4-j 4-j o Lo Lo oQ L a� 4-j N � I O ,.� U � Q IV Lo Ln �"r cu E 0 Ln cn CD 00 co — — — — — — Ln C: — — — — — — 110 cu 00 — cr� co Ln C) im ...................................................................................................................................................................................... O .................................................................I..................... 76 ................ ................................................................. 4-1 2 0 0. G c ........................................................................................ 7E 0 E > 0 4t 10 ............................----------------------------------------------------------------------------------------------............................ 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N C N a '' Q f6 O � U LL LL N N W 0) O E Y '- & m � (.J V c � � m om oQ c 0) 0 w W > c ° o U K 0 *' u m d o mLLL 8-8-0 p mS � ,0 0 V o � � j m E a a� o ayi w Q c m v J m o N 3 U 0 U a m Z �_ 3 O m m ~ Z a mO m mw °� S W mmV c °c O 3 (o LL N c aoi c c n rn H N N (n (n o o > a U m e D H O Z v N 'T N g W Z o m m H N U U o c W W z ILL O O O O N o U o o o .� a) N 0 0 Q c 0 LL O U � m E O Q U E rn H .2 V N N o 'U N w �_ _ c: a. m eta W m V p M V N LLB J W N N c .� � J H O O N O O U Q 7 C C N .O C � 0 4 Q N .7 r O N N } N N ` H 0 � 0 0 C w w .& �O E H W L E W } } LL } } o O W o U V O -0 x x c 0) m 0 * O Q a «L LL LL LL m a v « v Q « « w 0 m �y» � �» . . « cn . 0:J .§ 0 �\ \ r & \ 5§ � $ �� m � �\ \ �« § � \ US AGENDA MEMORANDUM xg for the City Council Meeting of June 17, 2014 DATE: June 2, 2014 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P.E., Executive Director, Public Works DanB @cctexas.com (361) 826-3729 Valerie Gray, P.E., Director, Street Operations ValerieG@cctexas.com (361) 826-1875 PRESENTATION Local Street Discussion Plan STAFF PRESENTER(S): Name Title/Position Department 1. Daniel Biles, P.E. Executive Director Public Works 2. Valerie Gray, P.E. Director Street Operations 3. OUTSIDE PRESENTER(S): Name Title/Position Organization 1. 2. 3. BACKGROUND: This presentation will provide Council discussion regarding local streets. It is for informational purposes only and no action is required. LIST OF SUPPORTING DOCUMENT: Presentation — Local Street Discussion Plan n 0 CA CD cn O O u U O � o 75 Q� jLuumuww / r �W m CA CD Lij cn r ' o 0 0 It 75 •� ° N ° ON U O U-) � � � C7 Up w � bA O A 00 � � N +' •'� M 00 U ct c u � � o �° 0 W cn 0, oc 0 0 A N a� \ W bO bA ..U u w a� C) X o 00 � m o cn W 00 C! LCj N L� Cn U � � Lr) e (? L? -- 4J �•i CD tt (n O �--I un '� V J m d4 CA CD CA Lij CD c-I O N }; Q N I � Q X LU O -- ++ U-) 00 r4 bo o ° U-) N 16.4 N NO \ rA o 'L- Q 4-; 2 m �i Q Q M N Q N n (n i C6 N _ U ro V C6 C6 Q N _O X O O Q O m 0 z > ro No M ro x ro � ca -L� o p D ro +-1 o cn co O S J (1) O `n a \ 0 4 }' S o ca o a � 0 O w Q }Q O +, �. ro � , _- L, ro CL CL CL Q Q U H H H r o w N aA D __ Q > U L..........................................................................I -a -a C C LL LL 76 76 CA CD { C C CA Lij Y r F vii vii N (6 C C w IIIIIIIIIII IIIIIIIIII O V 16.4 -�-j 4. r � O O � Ln O Boom MEN= QJ � I V � O � O O O O O O V)- O O O O O O ~ O O O O O O O O O O O O CD p V C) CA CD r '�w a� O 75 o V +� (7 di bO cn 6-0 O + bA-� � O `+ - -A X Qn 4-1 It O O0 LO cn � � Qn � � � � � m c� blo o r o �� r-q U o X � � � o to to b-o bO 75 G� O o to > X c� O O ci m It m \10 tl-� O Jan CA CD CA Lij CD 4 > O U CA � �O r U-) a) o � O i o N CA U U O O V bA U j W +' ct Q o o �+ °' � c) r � � u cn Oro U, • • < ' gN •� c O U U � �, U � ou m� d4 CA CD CA CD eat t�" blo � r � •r-1 75 O w (t C) u •�—+ �—, O 4.j Q O O C.7 a + aJ ' "o P-0 u ' 'v a� ct a) a •o Q 4-1O - • CA .o{ :n m CD `@ Lij CD e goo O 4 vJ W V) 4-j +, ,. u � �O U � O � � Q) V U -I. O `" o .,� -,.j � Q C) V) u bfJ Q) o O u cf 75 � ,� o U ° u 4 4-j 4-j bO O 75 a� CA C CD m CA Lij CD P 4 �l I H �i zt V ° o zt o (1) +� o �a (A � 4 O O ° Z � o x v w o tt ° •" `n Z } °' V) ao ct b•p O O O V SO O O � 5 ~ H 45, tt R-i O O x O O x Lr) O V N � > > ° � ��, AAA ��, A AAAAAAAA {b ,r�...•II CA ds CA Lij r � O •0 '5 (,✓ �_ C) r"! to O ?—I Q 4 Z u u V) cn V to O �� � a� � a) ,1 'c:; ;.., b o 0" a� _ � u W o °o ° C) o to to to � ZZ � Z �D Q) O U G H o o o o o H U o O Wcn cn W '� U � 00 _ CD na k— L E 0 0 clq Yd4 -F P44 J m O d O O O W O d a ¢ O O W O o — O = E W Y O o v3 X - z I o a ry F- v O aoo � vo 0 •- o •� � E F- 4-j o o 0 V W - E o 1 N bA W E O �+ N o _ — — zE ; o — o - = ° x`00 N O O E O o d o t N C� d F- a i ao o z > z 2. o 2' Z. OLL W — ?`v O O m o N Y N E `m 'O O E - - - v a v C1� o E • V O 0 N J N Y O N N O O d O _ O h O V ^✓ 0 — o /1 m O O O Z U1 •� = c O y/ W o E z o 0 z z 0 $ $ $ $ a a a � a O e CL a" a v c o y w w E Z ^ - V C C V V w N E a a o E ° Q Q 1 O _ O o .� E o o > o V E V E V W O O Z oL — W rl oL — m pn V N 3 V E _ v ~ Q Z Z - V � �r CA CA g CD dT Nb m tz do O x idmm I > O Gj O Qj '"l:� •�..� v V �,■■� MaaP© a,EO AGENDA MEMORANDUM 1852 For the City Council Meeting of May 20, 2014 DATE: April 23, 2014 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com (361) 826-3897 FROM: Dan Biles, P.E. Executive Director of Public Works DanB @cctexas.com (361) 826-3729 Natasha Fudge, P.E. Acting Director of Capital Programs NatashaF @cctexas.com (361) 826-3504 UPDATE TO CITY COUNCIL Bond 2012 / Bond 2014 Update STAFF PRESENTER(S): Name Title/Position Department 1. Dan Biles, P.E. Executive Director of Public Works Public Works 2. Natasha Fudge, P.E. Acting Director Capital Programs OUTSIDE PRESENTER(S): None BACKGROUND: This presentation will update the Council on the current status of this project. It is for informational purposes only and no action is required. LIST OF SUPPORTING DOCUMENTS: Presentation ut Gl; , E VJ Q 4-j N �d V CL -j um O � N U c� N O N r tin L f�O U 0 0. 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