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HomeMy WebLinkAboutAgenda Packet City Council - 11/18/2014Corpus Christi Meeting Agenda - Final City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, November 18, 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 Pastor Rob Bailey, Southside Community Church. C. Pledge of Allegiance to the Flag of the United States to be led by Alyssa Michelle Barrera, Business Liaison. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. E. Proclamations / Commendations 1. 14-001289 Proclamation declaring November 18, 2014 as, "Tennis Success Day" Proclamation declaring November 15-23, 2014 as, "National Homeless and Hunger Awareness Week" 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 11/18/2014 City Council Meeting Agenda - Final November 18, 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 SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. G. ELECTION ORDINANCES: (ITEMS 2 - 3) 2. 14-001273 Ordinance - Canvassing of returns: November 4, 2014 General and Special Elections Ordinance canvassing returns and declaring the results of the General Election held on November 4, 2014, in the City of Corpus Christi for the purpose of electing the Mayor and eight Council members; and of a Special Election on that same date for the adoption of two (2) propositions authorizing bond issuances supported by ad valorem taxes and one (1) proposition concerning the sale of City park land; making appropriate findings; and declaring an emergency. Attachments: Agenda memo - Nov 2014 Canvass of General and Special Elections Ordinance - 2014 Regular Election Canvassing Ordinance - FINAL 3. 14-001274 Ordinance - Ordering of December 16 Runoff Election for Districts One and Two Ordinance ordering a runoff election to be held on December 16, 2014 in the City of Corpus Christi for the election of Council Member Districts One and Two; designating polling place locations, enacting provisions incident and relating to the subject and purpose of this ordinance; and declaring an emergency. Attachments: Agenda memo - Nov 2014 Ordering Runoff Election Ordinance - 2014 Runoff Election Ordinance FINAL H. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. Other I. EXECUTIVE SESSION: (ITEM 4 ) Corpus Christi Page 2 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. In the event the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing the executive session will be publicly announced by the presiding officer. 4. 14-001287 Executive session pursuant to Section 551.071 of the Texas Government Code for consultation with attorneys regarding fire collective bargaining negotiations and the Agreement between the City of Corpus Christi and the Corpus Christi Firefighters Association and term(s) thereof with possible discussion, resolution(s), and other actions in open session concerning any matters related thereto. J. MINUTES: 5. 14-001288 Regular Meeting of November 11, 2014 Attachments: Minutes - November 11, 2014 K. BOARD & COMMITTEE APPOINTMENTS: L. 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. M. CONSENT AGENDA: (ITEMS 6 - 23) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 6. 14-00980 Approving a maintenance agreement with Intrado for hardware and software support for the Emergency 911 CaII Taker System (Requires 2/3 vote) Motion authorizing the City Manager or his designee to execute a maintenance agreement with Intrado in the amount of $336,644, of which $50,496.60 is required for the remainder of FY 2014-2015 for software and hardware support services on the Emergency 911 System. The term of the contract is five years. Corpus Christi Page 3 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 Attachments: Agenda Memo - Intrado Agreement - Maintenance VT 10082014 Dec 1 2014 to Nov 30 2019 7. 14-001160 Approving an engineering construction contract for Master Channel 31 drainage excavation to provide drainage relief for Oso Bay Basin (Requires 2/3 vote) Resolution authorizing the City Manager or designee to execute a construction contract in the amount of $883,128.79 with DRC Emergency Services, LLC for the Master Channel 31 Drainage Channel Excavation Project. Attachments: Agenda Memo Master Channel 31 Resolution - Master Channel 31 Project Budget Master Channel 31 Location Map Master Channel 31 Presentation Master Channel 31 8. 14-001114 Approving a project cooperation agreement for the McGee Beach Nourishment project (Requires 2/3 vote) Motion authorizing the City Manager or designee to execute a Project Cooperative Agreement with the Texas General Land Office in the amount of $264,000 for the McGee Beach Nourishment project for design, data collection, permitting, engineering and construction oversight. Attachments: Agenda Memo - McGee Beach Nourishment GLO Contract.pdf Project Budget - McGee Beach Nourishment GLO Contract.pdf Location Map McGee Beach.pdf Contract - McGee Beach Nourishment GLO Contract.pdf Presentation - McGee Beach Nourishment GLO Contract.pdf 9. 14-001113 Ratifying and amending Anti -litter Campaign Contract (Requires 2/3 vote) Motion ratifying expenditures of $106,017.15 incurred through the advertising firm of Bucket Works, and authorizing the City Manager to execute an addendum to the Bucket Works contract for additional expenditures not to exceed $20,000 to complete the ongoing anti -litter campaign. Attachments: Agenda Memo - Bucket Works 10-30-14 Contract Addendum.- Bucket Works pdf BW Litter Campaign .pdf 10. 14-001169 Nominating voestalpine Texas LLC as a Double Jumbo Texas Enterprise Zone Project (Requires 2/3 vote) Corpus Christi Page 4 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 Resolution nominating voestalpine Texas, LLC ("voestalpine") to the Office of the Governor Economic Development & Tourism ("EDT") through the Economic Development Bank ("Bank") as a Double Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act ("Act"). Attachments: Agenda Memo - voestalpine TEZ Resolution - voestalpine TEZ Corpus Christi TEZ Ordinance 2014 11. 14-001171 Nominating Flint Hills Resources. LP as a Double Jumbo Texas Enterprise Zone Project (Requires 2/3 vote) Resolution nominating Flint Hills Resources Corpus Christi, LLC ("Flint Hills") to the Office of the Governor Economic Development & Tourism ("EDT") through the Economic Development Bank ("Bank") as a Double Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act ("Act"). Attachments: Agenda Memo - Flint Hills TEZ Resolution - Flint Hills TEZ Corpus Christi TEZ Ordinance 2014 12. 14-001077 Approving a Type A Grant for Service Corps of Retired Executives (SCORE) Chapter 221 for Fiscal Year 2015 (Requires 2/3 vote) Resolution approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Service Corps of Retired Executives (SCORE) Chapter 221 to provide grant up to $50,000 to assist small businesses and authorizing the City Manager, or designee, to execute a Project Support Agreement with the Corpus Christi Business and Job Development Corporation to administer the SCORE Chapter 221 Small Business Incentives Agreement. Attachments: Agenda Memo - SCORE Resolution - SCORE Agreement - SCORE Type A Business Support Agreement - SCORE 2015 13. 14-001203 Approving a Type A Grant extension for Del Mar College Internship Program (Requires 2/3 vote) Resolution approving extension of a Small Business Incentives Agreement between the Corpus Christi Business And Job Development Corporation and Del Mar College ("Del Mar") for one year until September 30, 2015, and to provide a grant amount of up to $173,223 for an intern program for small businesses. Corpus Christi Page 5 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 Attachments: Agenda Memo - Del Mar Intern Resolution - Del Mar Intern Type A Agreement - Del Mar College Intern 2012 - 2013 Business Service Agreement - Del Mar Intern 2012 14. 14-001204 Approving Type A Grant Extension for Texas A&M University - Corpus Christi Internship Program (Requires 2/3 vote) Resolution approving extension of a Small Business Incentives Agreement between the Corpus Christi Business And Job Development Corporation and Texas A&M University - Corpus Christi ("TAMUCC") for one year until September 30, 2015, and to provide a grant amount of up to $190,635 for an intern program for small businesses. Attachments: Agenda Memo - TAMUCC Intern Resolution -TAMUCC Intern Type A Agreement - TAMU-CC Intern 2012 - 2013 Business Service Agreement - TAMU-CC Intern 2012 15. 14-001131 Second Reading Ordinance - Rezoning from "RS -5" Single -Family to "RS -4.5" Single -Family at 8001 HoIIy Road (1st Reading 11/11/14) (Requires 2/3 vote) Case No. 0914-02 The George B. Gaines, Jr. Family Limited Partnership, Ltd.: A change of zoning from the "RS -6" Single -Family 6 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 28.461 -acre tract of land out of Lots 1 and 2, Section 32, Flour Bluff and Encinal Farm and Garden Tracts, located along the south side of HoIIy Road west of Paul Jones Avenue. Planning Commission and Staff Recommendation (September 24, 2014): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by The George B. Gaines, Jr. Family Limited Partnership, Ltd. ("Owners"), by changing the UDC Zoning Map in reference to a 28.461 -acre tract of land out of Lots 1 and 2, Section 32, Flour Bluff and Encina) Farm and Garden Tracts; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Corpus Christi Page 6 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 Attachments: Agenda Memo - Gaines Family Partnership Ordinance - Gaines Family Partnership Aerial Overview Map - Gaines Family Partnership Zoning Report - Gaines Family Partnership 16. 14-001141 Second Reading Ordinance - Rezoning from Neighborhood Commercial to General Commercial at 6197 Dunbarton Oak Drive (1st Reading 1/11/14) (Requires 2/3 vote) Case No. 0914-01 Patrick H. Nolan and Amy L. Nolan: A change of zoning from the "CN -1" Neighborhood Commercial District to "CG -2" General Commercial District, not resulting in a change to the Future Land Use Plan. The property is described as being a 1.34 acre portion of Lot 1, Block 3, Cimarron Center, located on the southwest corner of Dunbarton Oak Drive and Cimarron Boulevard. Planning Commission and Staff Recommendation (September 24, 2014): Denial of the "CG -2" General Commercial District and, in lieu thereof, approval of a Special Permit subject to a site plan and conditions. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Patrick H. Nolan and Amy L. Nolan ("Owners"), by changing the UDC Zoning Map in reference to a 1.34 acre portion of Lot 1, Block 3, Cimarron Center, from the "CN -1" Neighborhood Commercial District to the "CN-1/SP" Neighborhood Commercial District with a Special Permit; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo - Patrick H. Nolan and Amy L. Nolan CG -2 Ordinance - Patrick H. Nolan and Amy L. Nolan Special Permit Ordinance Recommended - Patrick H. Nolan and Amy L. Nolan Aerial Overview Map - Patrick H. Nolan and Amy L. Nolan Zoning Report - Patrick H. Nolan and Amy L. Nolan 17. 14-001132 Second Reading Ordinance - Closing a portion of Bockholt Road between the Old State Highway 44 and the New State Highway 44 rights-of-way (1st Reading 11/11/14) (Requires 2/3 vote) Ordinance abandoning and vacating an undeveloped and unsurfaced 21,690 square -foot portion of the Bockholt Road public street right-of-way, out of GC&SF RR CO Survey, Abstract No. 1005, Nueces County, Texas, being a portion of those certain tracts of land described as Tract Two and Tract Three, located between the Old State Highway 44 right-of-way and the New State Highway 44 right-of-way; and requiring the owner, George Picha, to comply with the specified Corpus Christi Page 7 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 conditions. Attachments: Agenda Memo - Abandon and Vacate, Bockholt Road Ordinance - Abandon and Vacate, Bockholt Road 18. 14-001200 Second Reading Ordinance - Accepting and appropriating the Violence Against Women (VAWA) grant within the Police Department for Year 15 (1st Reading 11/11/14) (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $44,356.71 for Year 15 of the Violence Against Women (VAWA) Program within the Police Department with a City match of $20,280.21 and an in-kind match of $5,520 from the No. 1020 Police General Fund; appropriating the $44,356.71 in the No. 1061 Police Grants Fund for the VAWA grant in the Police Department; and authorizing the transfer of $20,280.21 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $70,156.92. Attachments: Agenda memo - VAWA approp 11.11.2014 Ordinance - VAWA grant 2014 - Police (revised) Award letter 1517116 19. 14-001202 Second Reading Ordinance - Accepting and appropriating the Victims of Crime Act (VOCA) Outreach Program grant within the Police Department for Year 2 (1st Reading 11/11/14) (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $68,163.15 for Year 2 of the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $13,840.79 and an in-kind match of $3,200.00 from the No. 1020 Police General Fund; Appropriating the $68,163.15 in the No. 1061 Police Grants Fund for the VOCA Outreach grant in the Police Department; and authorizing the transfer of $13,840.79 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $85,203.94. Attachments: Agenda Memo - VOCA grant Ordinance -VOCA Outreach grant 2014 - Police (revised) award letter 2677102 20. 14-001201 Second Reading Ordinance - Accepting and appropriating the Victims of Crime Act (VOCA) grant within the Police Department for Year 15 (1st Reading 11/11/14) (Requires 2/3 vote) Corpus Christi Page 8 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $77,084.05 to continue the Victims of Crime Act (VOCA) Grant within the Police Department for Year 15 with a City match of $20,271.01 and an in-kind match of $4,000 from the No. 1020 Police General Fund; appropriating the $77,084.05 in the No. 1061 Police Grants Fund to continue the VOCA grant in the Police Department; and authorizing the transfer of $20,271.01 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same as grant matching funds for a total project cost of $101,355.06. Attachments: Agenda memo - VOCA abbrob 11.11.2014 Ordinance - VOCA grant 2014 - Police (revised) Award letter 1522315 21. 14-001162 Second Reading Ordinance - Accepting and appropriating the Sea and Aquatic Life Activities grant (1st Reading 11/11/14) (Requires 2/3 vote) Ordinance authorizing the City manager or designee to execute all documents necessary to accept and appropriate a grant of $22,500 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide laboratory services for the analysis of bay water samples for the contract period of September 1, 2014, through August 31, 2015; and to ratify acceptance of the grant to begin as of September 1, 2014. Attachments: Agenda Memo - SANDAL grant FY15 AIS.pdf Ordinance - SANDAL grant.i df Contract - 2015-047198 CITY OF CORPUS CHRISTI CORE DOCUMENT SAN Program Attachment - 2015-047198 CITY OF CORPUS CHRISTI PROGRAM , General Provisions - 2015-047198 CITY OF CORPUS CHRISTI VENDOR GEN 22. 14-001188 Second Reading Ordinance - Authorizing a lease agreement for use of the McCampbell House at Heritage Park (1st Reading 11/11/14) (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute a one-year lease agreement with the Corpus Christi Chamber of Commerce for use of the McCampbell House at Heritage Park with rent of $1,500 per month. Attachments: Agenda Memo - Chamber of Commerce 1yr 2014 Ordinance - Chamber of Commerce 1yr - 2014 Lease agreement - Chamber of Commerce 1yr 23. 14-001189 Second Reading Ordinance - Approving contract and appropriating funds for Community Youth Development Program (CYD) (1st Corpus Christi Page 9 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 Reading 11/11/14) (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute a contract with the Texas Department of Family and Protective Services for funding for September 1, 2014 through February 28, 2015 in the total amount of $193,384.84; authorizing appropriation in the Grants Fund No. 1060 for Community Youth Development program contracts for the 78415 Zip Code area; to include the extension of the subcontracts as follows: $26,100.46 to The Boys and Girls Club, $40,275.46 to Communities In Schools of the Coastal Bend, $52,849.80 to SERCO of Texas and $ 17,496.71 to Youth Odyssey for subcontract period September 1, 2014 through February 28, 2015. Attachments: Agenda Memo - CYD Grant FY15 DRAFT Ordinance - CYD grant FY15( revised vote sheet) FY 15 CYD Signed Renewal Amendment N. PUBLIC HEARINGS: (ITEMS 24 - 27) 24. 14-001217 Public Hearing and First Reading Ordinance - Closing a portion of a public right-of-way located east of Rodd Field Road and south of Yorktown Boulevard (Requires 2/3 vote) Ordinance abandoning and vacating an undeveloped and unsurfaced 38,480 -square foot portion of a 40 -foot wide public right-of-way, out of Lots 1-2, Section 24, & Lots 31-32, Section 25, Flour Bluff & Encinal Farm & Garden Tracts and requiring the owner, Related Investors, Ltd., to comply with specified conditions. Attachments: Agenda Memo- Abandon and vacate 40' ROW, Sec. 24, Lots 1-2, and Sec. 25, Ordinance- Abandon and vacate 40' ROW, Sec. 24, Lots 1-2, and Sec. 25, Lots Aerial Map - Abandon and vacate 40' ROW, Sec. 24, Lots 1-2, and Sec. 25, Lob 25. 14-001218 Public Hearing and First Reading Ordinance - Closing a portion of a public right-of-way located south of Idle Hour (Requires 2/3 vote) Ordinance abandoning and vacating an undeveloped and unsurfaced 67,120 -square foot portion (1.54 acres) of a 40 -foot wide public right-of-way, out of Lots 2-4, Section 24, & Lots 29-31, Section 25, Flour Bluff & Encinal Farm & Garden Tracts and requiring the owner, Yorktown Joint Venture, to comply with specified conditions. Attachments: Agenda Memo - Abandon and vacate 40' ROW, Sec. 24, Lots 2-4, and Sec. 25, Ordinance- Abandon and vacate 40' ROW, Sec. 24, Lots 2-4, and Sec. 25, Lots Aerial Map - Abandon and vacate 40' ROW, Sec. 24, Lots 2-4, and Sec. 25, Lob 26. 14-001219 Public Hearing and First Reading Ordinance - Rezoning from Commercial to Residential at 2645 Rodd Field Road. (Requires 2/3 vote) Corpus Christi Page 10 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 Case No. 1014-01 Anthony Troy Shur and Janelle Marydee Shur: A change of zoning from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District, resulting in a change to the Future Land Use Plan from medium density residential to low density residential. The property is described as Lot 35A, Block 2, Brandywine Subdivision, located on the west side of Rodd Field Road north of Premont Street. Planning Commission and Staff Recommendation (October 22, 2014): Approval of the change of zoning from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Anthony Troy Shur and Janelle Marydee Shur ("Owners"), by changing the UDC Zoning Map in reference to Lot 35A, Block 2, Brandywine Subdivision, from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo - Anthony Troy Shur & Janelle Marydee Shur Ordinance - Anthony T. Shur and Janelle Marydee Shur Presentation - Anthony T. Shur and Janelle Marydee Shur Zoning Report - - Anthony T. Shur and Janelle Marydee Shur 27. 14-001251 Public Hearing and First Reading Ordinance - Amending the Wastewater Collection System Master Plan for Sandy Creek Subdivision (Requires 2/3 vote) Ordinance amending the Wastewater Collection System Master Plan OSO Wastewater Reclamation Plant (W.R.P.) Service Area, Area 1, an element of the comprehensive Plan of the City of Corpus Christi, Texas, by realigning the proposed wastewater collection line to a location farther north and increasing the diameter of the line; amending related elements of the Comprehensive Plan of the City; providing for severance; and providing for publication. Attachments: Agenda Memo - VWV Collection Line Master Plan Amendment Ordinance - WVV Collection Line Master Plan Amendment Customer Letter w Exhibits A -C Location Map - Sandy Creek Subdivision Presentation - WVV Colllection Line Master Plan Amend O. REGULAR AGENDA: (ITEMS 28 - 40) The following items are motions, resolutions and ordinances that will be considered and Corpus Christi Page 11 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 voted on individually. 28. 14-001153 Second Reading Ordinance - Approving the Texas State Aquarium Lease -Purchase Agreement (1st Reading 10/21/14) (Requires 28 day delay between Readings) (Requires 2/3 vote) Ordinance authorizing the City Manager, or his designee, to execute a Lease -Purchase and Operating agreement including option to purchase with Texas State Aquarium Association ("TSAA") covering lots A-1, A-3, B, C and D, of the Texas State Aquarium Subdivision, together with leasehold rights for the adjacent parking areas; in consideration of TSAA maintaining the premises and improvements, operating a public aquarium and related facilities, TSAA's payments on debt service on the 1996 $4.4 million combination tax and revenue certificates of obligation, and TSA's $45 million dollar expansion of the aquarium facility; providing for severance; and providing for publication. Attachments: Agenda Memo - Texas State Aquarium Lease.pdf Ordinance- Texas State Aquarium Lease Agreement WSP.pdf TSAA Lease and Operating Agreement.pdf 29. 14-001190 Appointing a financial advisor for Utility System Revenue Bond Sale and Utility System Revenue Refunding Bond Sale (Related items 29 - 32) (Requires 2/3 vote) Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for one or more series of City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds (fixed rate and/or variable rate) in an aggregate principal amount not to exceed $115,000,000; and for one or more series of City of Corpus Christi, Texas Junior Lien Revenue Refunding Bonds in an amount not to exceed $166,240,000. Attachments: Agenda Memo - Financial Advisor for Utility Revenue Bonds November 11, 20 Financial Advisor Fee Schedule.pdf 30. 14-001191 Second Reading Ordinance - Authorizing Issuance of Utility System Revenue Bonds - Fixed Rate (1st Reading 11/11/14) (Requires 2/3 vote) Ordinance authorizing the issuance of one or more series of City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, in an aggregate principal amount, when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $115,000,000, pursuant to the delegation provisions set forth herein; 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 on a parity with certain currently outstanding Utility System Revenue Obligations; stipulating the terms and conditions for Corpus Christi Page 12 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 the issuance of additional revenue bonds on a parity therewith; prescribing the forms, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of each series of bonds; including the approval and distribution of one or more Official Statements pertaining thereto; authorizing the execution of one or more paying agent/registrar agreements, and one or more purchase contracts; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; establishing the City's intention to reimburse itself from the proceeds of any such series of bonds for the prior lawful expenditure of funds to construct various City improvements; delegating the authority to the certain members of the City staff to execute certain documents relating to the sale of each series of bonds; and providing an effective date. Attachments: Agenda Memo = Utility Revenue Bonds Fixed Rate November 11, 2014.pdf Ordinance - Corpus Christi New Money.pdf 31. 14-001192 Second Reading Ordinance - Authorizing the Issuance of Utility System Revenue Bonds - Variable Rate (1st Reading 11/11/14) (Requires 2/3 vote) Ordinance authorizing the issuance of one or more series of City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, in an aggregate principal amount, when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $115,000,000, pursuant to the delegation provisions set forth herein; 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 on a parity with certain currently outstanding Utility System Revenue Obligations; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the forms, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of each series of bonds; including the approval and distribution of one or more Official Statements pertaining thereto; authorizing the execution of one or more paying agent/registrar agreements, and one or more remarketing agreements, one or more tender agent agreements, and one or more purchase contracts; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; establishing the City's intention to reimburse itself from the proceeds of any such series of bonds for the prior lawful expenditure of funds to construct various City improvements; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of each series of bonds; and providing an effective date. Attachments: Agenda Memo - Utility Revenue Bonds Variable Rate November 11, 2014.pdf Ordinance - Corpus Christi Variable Rate.pdf Corpus Christi Page 13 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 32. 14-001193 Second Reading Ordinance - Authorizing the Issuance of Utility System Refunding Bonds (1st Reading 11/11/14) (Requires 2/3 vote) Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2015", in an amount not to exceed $166,240,000; 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 on a parity with certain currently outstanding utility system revenue obligations; stipulating the terms and conditions for the issuance of additional Revenue Bonds on a parity therewith; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement; an escrow 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 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 - Utility System Revenue Refunding Bonds November 11 2014. Ordinance - Corpus Christi Refunding.pdf 33. 14-001233 Appointing a financial advisor for Texas Military Preparedness Commission debt transactions (Related items 33 - 35) (Requires 2/3 vote) Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the transaction to call for redemption prior to stated maturity "City of Corpus Christi, Texas General Improvement Bonds, Series 2007" and "City of Corpus Christi, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007" and as Financial Advisor for the issuance of "City of Corpus Christi, Texas Tax Notes, Series 2014A" in an amount not to exceed $5,090,000. Attachments: Agenda Memo - TMPL FA November 11, 2014.pdf Exhibit A - Financial Advisor Fee Schedule.pdf 34. 14-001234 Repurposing of existing Texas Military Preparedness loan (Requires 2/3 vote) Resolution by the City Council of the City of Corpus Christi, Texas calling for redemption prior to stated maturity certain of its currently outstanding obligations designated as "City of Corpus Christi, Texas General Improvement Bonds, Series 2007" and "City of Corpus Christi, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007"; directing that the City Secretary or designee Corpus Christi Page 14 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 thereof, effectuate the redemption of these obligations; and other matters in connection therewith. Attachments: Agenda Memo - TMPL Redemption November 11 2014.pdf Resolution - Corpus Christi (2).pdf 35. 14-001237 Second Reading Ordinance - Authorizing the issuance of tax notes related to Texas Military Preparedness Commission (1st Reading 11/11/14) (Requires 2/3 vote) Ordinance by the City of Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas Tax notes, Series 2014A" in an amount not to exceed $5,090,000, levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the obligations; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the obligations; authorizing the execution of paying agent/registrar agreement and a purchase and investment letter; complying with the provisions of the depository trust company' s letter of representations; and providing an effective date. Attachments: Agenda Memo - TMPL Tax Notes November 11 2014.pdf Ordinance - Corpus TMPC.pdf 36. 14-001220 Appointing a financial advisor for Solid Waste Certificates of Obligation (Related items 36 - 38) (Requires 2/3 vote) Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the of City of Corpus Christi, Texas, Combination Tax and Solid Waste Revenue Taxable Certificates of Obligation, Series 2015 in an amount not to exceed $14,500,000. Attachments: Agenda Memo - CO's for Solid Waste Financial Advisor November 11, 2014.p Exhibit A - Financial Advisor Fee Schedule.pdf 37. 14-001222 Authorizing the issuance of Solid Waste Certificates of Obligation (Requires 2/3 vote) Resolution by the City Council of the City of Corpus Christi, Texas, authorizing and approving publication of Notice of Intention to issue Certificates of Obligation; complying with the requirements contained in Securities and Exchange Commission Rule 15c2-12; and providing an effective date. Attachments: Agenda Memo - CO's for Solid Waste November 11, 2014.pdf Resolution - Solid Waste COs.pdf 38. 14-001221 Second Reading Ordinance - Appropriating funds for Solid Waste debt service payment (1st Reading 11/11/14) (Requires 2/3 vote) Ordinance appropriating $1,100,000 from the unreserved fund balance Corpus Christi Page 15 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 in the No. 1020 General Fund and transferring to and appropriating in the No. 2010 Debt Service Fund to pay principal and interest in Fiscal Year (FY) 2014-2015 for Solid Waste certificates of obligation; and changing the FY 2014-2015 Operating Budget adopted by Ordinance No. 030294 to increase revenues by $1,100,000 and expenditures by $1,100,000 in the No. 2010 Debt Service Fund and to increase expenditures by $1,100,000 in the General Fund Attachments: Agenda Memo - Solid Waste Appropriation November 11, 2014.pdf Ordinance - Solid Waste CO budget amendment.pdf 39. 14-001243 Second Reading Ordinance - Authorizing an interlocal agreement and appropriating funds for a Downtown Safety & Security Partnership Program (1st Reading 11/11/14) (Requires 2/3 vote) Ordinance authorizing the City Manager or his designee to execute a nine-month interlocal agreement from January 2015 through September 2015 with the Corpus Christi Downtown Management District to pay the District $166,500 for contracting with Off -Duty Bike Patrol Officers and Security Ambassadors to patrol the District; appropriating $166,500 from the unreserved fund balance in the No. 1020 General Fund; changing the fiscal year 2014-2015 operating budget adopted by Ordinance Number 030294 by increasing appropriations by $166,500. Attachments: Agenda Memo - DMD Safety and Security Partnership Program Ordinance - DMD Safety & Security Partnership Program Amended Contract - DMD Safety Security Partnership Program Agreement Agreement - DMD Safety Security Partnership Program Agreement 40. 14-00858 Amending the Corpus Christi Convention and Visitors Bureau (CCVB) agreement to align it with the City's fiscal year and amending the board composition (Requires 2/3 vote) Motion authorizing the City Manager or designee to execute an Amended Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau for a period ending September 30, 2015. Attachments: Agenda Memo - CVB Agreement Amendment Agreement - 2014 Amended CVB Signed P. ONE READING ACTION ITEMS: (ITEMS 41 - 42) 41. 14-001280 Ordinance - Approving the 2015 Annual Audit Plan (Requires 2/3 vote) Ordinance approving the 2015 Annual Audit Plan; and declaring an emergency. Corpus Christi Page 16 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 Attachments: Agenda Memo - 2015 Audit Plan Ordinance - 2015 Annual Audit Plan -Emergency 42. 14-001300 Approving a Letter of Intent to Proceed with an Industrial Seawater Desalination Facility Economic Feasibility Study (Requires 2/3 vote) Resolution authorizing the City Manager to execute a Letter of Intent to Proceed regarding Industrial Seawater Desalination Facility Economic Feasibility Study. Attachments: Agenda Memo - Industrial Seawater Desalination Facility Economic Feasibility Resolution - Industrial Seawater Desalination Facility Feasibility Study Letter of Intent to Proceed - Industrial Desal Economic Feasibility Study Q. FIRST READING ORDINANCES: (ITEMS 43 - 44) 43. 14-001215 First Reading Ordinance - Abandoning and vacating a portion of a utility easement located north of Sedwick Road and west of Southern Minerals Road (Requires 2/3 vote) Ordinance abandoning and vacating a portion of an existing 60 -foot wide utility easement out of a part of Lot 8, Blk. 1, Wildcat Industrial Park, located north of the Sedwick Road public street right-of-way, and west of the Southern Minerals Road public street right-of-way; and requiring the owner, Scott Humpal, to comply with the specified conditions. Attachments: Agenda Memo - Abandon and Vacate, Wildcat Industrial Park, Blk. 1, lot 8 Ordinance - Abandon and Vacate, Wildcat Industrial Park, Blk. 1, lot 8 44. 14-001214 First Reading Ordinance - Amending Chapter 55-111 of the City Code of Ordinances regarding water service outside the City limits (Requires 2/3 vote) Ordinance to amend Chapter 55 of the City Code of Ordinances, regarding water contracts for customers located outside city limits but within the city's water service area. Attachments: Agenda Memo - OCL Water Contract Amendment Ordinance - OCL Water Contract Amendment Chapter 55-111 R. FUTURE AGENDA ITEMS: (ITEMS 45 - 46) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 45. 14-001232 Approving the purchase of Cisco SmartNet maintenance (Requires 2/3 vote) Motion authorizing the City Manager or designee to approve the Corpus Christi Page 17 Printed on 11/18/2014 City Council Meeting Agenda - Final November 18, 2014 purchase of twelve months Cisco SmartNet maintenance from Computer Solutions of San Antonio, Texas, DIR-TSO-2542, for a total expenditure of $116,895.78. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. Attachments: Agenda Memo - Cisco SmartNet Maintenance Quote 51729 46. 14-001262 Certification of 2014 Tax Levy (Requires 2/3 vote) Motion approving the 2014 Ad Valorem Tax Levy of $97,666,247.44 based on the adopted property tax rate of $0.585264 per $100 valuation, in accordance with Section 26.09 (e) of the Texas Tax Code. Attachments: Agenda Memo - Certification of 2014 Tax Levy.pdf 2014 Certification of Tax Levy.pdf S. BRIEFINGS TO CITY COUNCIL: (NONE) 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. T. LEGISLATIVE UPDATE: This item is for Council's informational purposes only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. U. ADJOURNMENT Corpus Christi Page 18 Printed on 11/18/2014 AGENDA MEMORANDUM Ordinance for the City Council Meeting of November 18, 2014 DATE: TO: November 4, 2014 Ronald L. Olson, City Manager FROM: Rebecca Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Canvassing of returns: November 4, 2014 General and Special Elections CAPTION: Ordinance canvassing returns and declaring the results of the General Election held on November 4, 2014, in the City of Corpus Christi for the purpose of electing the Mayor and eight Council members; and of a Special Election on that same date for the adoption of two (2) propositions authorizing bond issuances supported by ad valorem taxes and one (1) proposition concerning the sale of City park land; making appropriate findings; and declaring an emergency. PURPOSE: The purpose of this item is to canvass the returns of the November 4, 2014 General and Special Elections. When the City Council completes the canvassing procedure, the election results become official. BACKGROUND AND FINDINGS: The City Council ordered that General and Special Elections be held on November 4, 2014. The general election was ordered to elect a mayor and eight Council members. The special election was called to consider the questions of two (2) Bond Propositions for street and street -related improvements and one (1) Proposition for the sale of city park land. ALTERNATIVES: None. OTHER CONSIDERATIONS: Since no candidate received a majority in District 1 or District 2, the City Council will order a runoff election on December 16 in a separate agenda item. CONFORMITY TO CITY POLICY: This item conforms with the Texas Election Code and the City Charter. EMERGENCY / NON -EMERGENCY: Due to statutory requirements regarding the canvassing period, the ordinance must be passed on a single (i.e. emergency) reading. DEPARTMENTAL CLEARANCES: Legal Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital RI Not applicable Fiscal Year: 2013-2014 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None. RECOMMENDATION: Approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance An Ordinance Canvassing returns and declaring the results of the General Election held on November 4, 2014, in the City of Corpus Christi for the purpose of electing the Mayor and eight Council members; and of a Special Election on that same date for the adoption of two (2) propositions authorizing bond issuances supported by ad valorem taxes and one (1) proposition concerning the sale of City park land; making appropriate findings; and declaring an emergency. Whereas, the City Council of the City of Corpus Christi, by Ordinance No. 030251 on August 12, 2014, ordered and called a General Election for the election of Mayor and eight Council Members; and by Ordinance No. 030253 on the same date, ordered and called a Special Election (the General Election and the Special Election are referred to herein as the "Elections") concerning on the adoption of two (2) propositions authorizing bond issuances supported by ad valorem taxes and one (1) proposition on the sale of City park land, as set forth below in Section 2; Whereas, notice of said Elections were given as required by law; Whereas, said Elections were duly held on the 4th day of November, 2014, at which said contests and measures were presented to the voters as provided in the respective City ordinance calling the applicable Election and in conformity with the election laws of the State of Texas and the results of said Elections have been certified and returned by the judges and clerks thereof; and Whereas, it is hereby officially found and determined that the meeting at which this ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by the Texas Open Meetings Act. Whereas, the Council has reviewed and investigated all matters pertaining to these Elections, including the resolving, notices, election officers, holding, and returns thereof; and Whereas, the Council finds that the said Elections were in all respects lawfully held and that the City Secretary's tally and certification of results to the Council are correct. Now, Therefore, be it ordained by the City Council of the City of Corpus Christi, Texas that: Section 1. The tally of votes cast in the Elections held on the 4th day of November, 2014 made and certified to by the City Secretary of the City of Corpus Christi, attached hereto as Attachment A incorporated by reference and made a part of this Ordinance as though reproduced herein in its entirety, and the same is hereby adopted as the official tabulations of the votes cast at the Elections, and that said tabulations be filed and recorded in the official records of the City of Corpus Christi as the official canvass of the Elections. Section 2. The Council has diligently inquired into the poll lists and the official Election returns which were duly and lawfully made to the Council by the judges and clerks holding and conducting such Elections; the poll lists and the official election returns showing separately the votes cast in the Elections. From these returns, this Council Page 1 of 14 hereby finds that the following votes were cast in the Elections by voters who were resident, qualified voters of the City. The results of the General Election canvass are declared to be: Mayor Dan McQueen 6,101 Bob Jones 13,241 Nelda Martinez 23,113 Lee McGinnis 2,204 Council Member, At Large Lillian Riojas 18,763 Chad Magill 18,954 Gil Hernandez 11,741 Reynaldo "Ray" Madrigal 8,098 Mark Scott 19,284 Margareta Fratila 4,640 Council Member, District 1 Kelley Allen 1,545 Tom Watson 665 Carolyn Vaughn 2,145 Carrie Robertson Meyer 686 John Garcia 1,054 Frank F. Schlegel, Jr. 167 Council Member, District 2 Brian Rosas 2,507 Joshua Tijerina 2,401 Jano Andrasik 908 Council Member, District 3 Lucy Rubio 4,480 Jack Gordy 1,744 Council Member, District 4 Colleen McIntyre 8,081 Joe Vollmer 3,224 Council Member, District 5 Rudy Garza, Jr. 7,258 The propositions submitted to the City voters in the Special Election are attached hereto as Attachment B incorporated by reference and made a part of this Ordinance as though reproduced herein in their entirety. The results of the Special Election Canvass are declared to be: Page 2 of 14 29,200 FOR 17,150 AGAINST PROPOSITION NO 1 Street Projects THE ISSUANCE OF BONDS FOR DESIGNING, CONSTRUCTING, RENOVATING, AND MAKING PERMANENT STREET IMPROVEMENTS IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $55,000,000, AND LEVYING A TAX IN PAYMENT THEREOF, WITH PRIORITY GIVEN TO THE FOLLOWI NG: n North Alameda Street, generally from Kinney to Lipan n Gollihar Road, generally from Staples Street to Weber Road n Gollihar Road, generally from Weber Road to Carroll Lane n Gollihar Road, generally from Carroll Lane to Kostoryz Road Morgan Avenue, generally from Ocean Drive to Staples Street u Corona Drive, generally from Tiger Lane to Everhart Road Li Ayers Street, generally from Ocean Drive to Alameda Street u Yorktown Boulevard, generally from Lake Travis Drive to Everhart Road u Staples Street, generally from Alameda Street to Morgan Avenue Southern Minerals Road, generally from Up River Road to IH -37 Access Road Yorktown Boulevard, generally from Everhart Road to Staples Street Carroll Lane, generally from Houston Street to McArdle Road u Old Robstown Road, generally from State Hwy 44 to Leopard Street u Waldron Road, generally from Glenoak Road to Caribbean Road u Santa Fe Street, generally from Elizabeth Street to Hancock Avenue ADA Master Plan Improvements Page 3 of 14 28,016 FOR 18,170 AGAINST PROPOSITION NO. 2 Street Safety, Revitalization, and Capacity Improvement Projects THE ISSUANCE OF BONDS FOR DESIGNING, CONSTRUCTING, RENOVATING, AND MAKING PERMANENT STREET IMPROVEMENTS IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $44,495,000, AND LEVYING A TAX IN PAYMENT THEREOF, WITH PRIORITY GIVEN TO THE FOLLOWI NG: • Ayers Street (Pedestrian Improvements and Turn Lane Addition), generally from South Padre Island Drive to Gollihar Road u Chaparral Street (Phase 2 Downtown Development Master Plan), generally from Schatzel Street to Taylor Street u Texas Department of Transportation Participation Projects u City-wide Traffic Signals and Lighting Improvements u Rodd Field Road Expansion, generally from Saratoga Boulevard to Yorktown Boulevard Downtown Street Traffic Signal and Area Improvements Ennis Joslin Road Extension, generally from Holly Road to Williams Drive Flato Road, generally from Agnes Street to Bates Road Harbor Bridge Replacement Mitigation and Support Projects (Phase 1) u North Padre Island Beach Access Roads (3A and 2) u North Padre Island Beach Facility in the vicinity of Sea Pines Drive/Coral Vine Street/Access Road 6 (off Park Road 22) u Downtown Road and Streetscape Improvements u Creek View Drive Extension 26,155 FOR 19,822 AGAINST PROPOSITION NO. 3 Sale of City Park Land SALE OF THE FOLLOWING CITY PARK LAND, THE PROCEEDS FROM WHICH MAY ONLY BE USED TO ACQUIRE AND IMPROVE CITY PARK LAND IN ACCORDANCE WITH § 253.001, TEXAS LOCAL GOVERNMENT CODE: • San Carlos Park, 12650 Figueroa St. (2.00 ac.) • Violet Park, 4301 Violet (1.55 ac.) • Willow Park, 11418 Willowood Creek (0.93 ac.) • Cabra Park, 1323 W. Broadway (1.36 ac.) • Fountain Park, 4938 Moody (1.62 ac.) • Kosar Park, Kosar @ Staples Street (0.28 ac.) u Breakwater Park, 2800 N. Shoreline (0.15 ac.) u Acushnet Park, 6746 Aaron (9.96 ac.) u Congress Park, 4017 Capitol (1.96 ac.) u Creekway Park, 7306 Prairie (0.89 ac.) u Durant Park, 6113 Durant (2.70 ac.) • Mt. Vernon Park, 5151 McArdle (7.25 ac.) • Parklane Park, 4600 Arlene (1.95 ac.) • Peary Park, 1750 Paul Jones @ Decatur (1.00 ac.) • Penn Place Park, 4302 Aaron (1.67 ac.) • Ridgewood Park, 5730 Malden (5.04 ac.) Caribbean Park, 601 Mediterranean (1.00 ac.) Page 4 of 14 Section 3. The Council officially finds, determines, and declares that the Elections were duly and properly ordered, that proper legal notice of the Elections were duly given in the English language and the Spanish language (to the extent required by law), that proper election officers were duly appointed prior to the Elections, that the Elections were duly and legally held, that all resident, qualified voters of the City were permitted to vote at the Elections, that due returns of the results of the Elections had been made and delivered, and that the Council has duly canvassed such returns, all in accordance with the laws of the State of Texas and of the United States of America, and the separate ordinances calling the Elections. Section 4. The Council accepts and approves the returns for the General Election, as received and canvassed, and declares that the following persons are declared elected and may qualify for the office indicated: Mayor Council Member At Large Council Member District Three Council Member District Four Council Member District Five Nelda Martinez Lillian Riojas Chad Magill Mark Scott Lucy Rubio Colleen McIntyre Rudy Garza, Jr. The Council finds that the candidates who received the highest and second highest numbers of votes are hereby certified for placement in a runoff election as follows: Council Member District One Kelley Allen Carolyn Vaughn Council Member District Two Brian Rosas Joshua Tijerina Section 5. A MAJORITY of the resident, qualified voters of the City of Corpus Christi, Texas voting in the Special Election, having voted FOR the authorization and issuance of $50,000,000 of bonds and the levy and pledge of the tax in payment thereof as provided in Proposition 1, the Council hereby finds and determines that Proposition 1 carried at the Special Election and that the Council is hereby accordingly authorized to issue the bonds and to levy the tax in accordance with the authority granted in the Proposition 1 and with law. Section 6. A MAJORITY of the resident, qualified voters of the City of Corpus Christi, Texas voting in the Special Election, having voted FOR the authorization and issuance of $44,495,000 of bonds and the levy and pledge of the tax in payment thereof as provided in Proposition 2, the Council hereby finds and determines that Proposition 2 carried at the Special Election and that the Council is hereby accordingly authorized to issue the bonds and to levy the tax in accordance with the authority granted in the Proposition 2 and with law. Section 7. A MAJORITY of the resident, qualified voters of the City of Corpus Page 5 of 14 Christi, Texas voting in the Special Election, having voted FOR the sale of City park land and the use of proceeds from such sale to acquire and improve City park land as provided in Proposition 3, the Council hereby finds and determines that Proposition 3 carried at the Special Election and that the Council is hereby accordingly authorized to sell the City park land and to use the proceeds from such sale to acquire and improve City park land in accordance with the authority granted in the Proposition 3 and with law. Section 8. 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 Council. Section 9. All ordinances and resolutions, 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 10. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 11. 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 Council hereby declares that this Ordinance would have been enacted without such invalid provision. Section 12. 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 13. This Ordinance shall be in force and effect from and after its final passage and it is so resolved. Section 14. The necessity of making an official canvass of votes and declaring the results thereof immediately in order to meet the requirements of State Law and the City Charter, and the need for efficient and effective administration of the City's affairs, creates a public emergency requiring the suspension of the Charter rule that no ordinance shall be passed finally on the date of its introduction but that such ordinance shall be read at two regular meetings of the City Council, and the Mayor having declared that such emergency exists, having requested the suspension of the Charter rule that this ordinance be passed finally on the date of its introduction and take effect and be in full force and effect from and after its passage, IT IS ACCORDINGLY SO ORDAINED, this the 18th day of November, 2014. Page 6 of 14 18th Day of November, 2014 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Nelda Martinez Mayor Council Members The above ordinance was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott Page 7 of 14 ATTEST: The City of Corpus Christi Rebecca Huerta City Secretary Nelda Martinez Mayor Approved: 18th day of November, 2014 Page 8 of 14 ATTACHMENT A CITY OF CORPUS CHRISTI GENERAL AND SPECIAL ELECTIONS NOVEMBER 4, 2014 PRECINCT -BY -PRECINCT ELECTION RESULTS Dated this the 18th day of November, 2014 Page 9 of 14 CERTIFICATION OF ELECTION CORPUS CHRISTI GENERAL AND SPECIAL ELECTIONS NOVEMBER 4, 2014 1, the undersigned Elections Administrator for the election held on the 4th day of November, 2014, City of Corpus Christi, Nueces County, do hereby certify to the Canvassing Authority that the attached precinct -by -precinct results is a total of all votes received by each candidate and bond propositions as shown by the precinct returns. I further certify that the following vote totals include early voting totals by precinct received under Section 87.1231 of the Texas Election Code. These accurately reflect the results on the tabulation tapes released to the Mayor by the election precinct judges. Dated this the 18th day of November, 2014 Rebecca Huerta Elections Administrator 11/05/2014 Os O coO 0 O O O co O a) C O Q U C U N 0 R O F O .0 W IJ W Candidate Precinct 001 (Ballots Cast: 334) OR O O O N 0 0 1� N- O CO. 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N O N • O co O CV O 0 0 0 0 60) C) O (0 6) I. 0 N N Cast Votes: Over Votes: Under Votes: ( O W 71- r- ONI• N N CO N O O r CO r N CV I.-- COCV O O 0 CD 1 N r- N CC, Vote For 1 ( O O CO 0 C.O.0 N O co LC) 0 6) N () 00 0 O 0 (O N O co • O (0 0 N Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q 0 O C O N 0_ Page 2 of 216 R O F 0 U W W 0 N Q Candidate Precinct 001 (Ballots Cast: 334) O 0 0 0 0 co N O 0 In V CO O (O N: N c0 O • v co N" N 0) 0 CO L() V 0) O 0 0 0 0 r 0c0 map O N O (O 0) O O co co co O CO r 0 N O 0 0 0 0 �o 0 q o O (O 0) O d ✓ N r N ✓ co (h O CO N 0 LL 0 0 U U L 0 O U_ 0 J 0 U O 0 R (0 M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n U C U N 0 Page 3 of 216 O F O U W W 0 d Q Candidate Precinct 002 (Ballots Cast: 783) O O O O 71- CO N- N V (0 (0 N LC) C) (0 I- LC) 03 (0 I� V C) 0 0 0 0 0) — I� 71 - LO LC) V N O V (0 c0 N LC I� C 71 - (NI N (0 V N 0 0 0 0 LC) C) co c0 — LC) LC) C) LC) (-si LC) LO 0) 0 0CV O O O 0 0 0 I-- O CO Lf O O r O N O 0 0 0 0 0) N O I� c7 O c0 O O ( N LN 0 co co 0 0 0 0 0 0 CI V (0 O O 0 O C) C) 0) LC) 0 N N N CD COC) 0 0 LT-- 0,1 N N C) 0 0co — 0 0 0 0 LC) LO O r- C) C) N C) C) L(') N N CNI CS] LO 0 ((00 LNC) 0 0 0 0 0 0 CO V 0 LC) 0) C) V V (0 N O O V V N (0 (0 N N N O V N N LC) CO (N LC) 0) LC) (0 C) O O O CSI LO r LO O N LC) LC) C) 0 0 0 O 0 0 O O O LC) LC) r O N- O O (0 co O O LO LO (O O N LO 0 CD 0 0 71- LO O O (0 C) CO CO r O 0 0 N O I- N L(i 0) OO O 0)N 0 I- N O n: I. (Ni (0 0 r O LC) N 0 00 (0 0 (`O') L( O (0 co © co 0 0 CO C O O L LC) 71 - CD (0 (()) CO O V N 0 0 LOC) V V L() (0 C) CO 0 0 0 co0 ID N (0 C) V CO N O O O O0r- 0 CI O O O CO 0 LC) 1-7- O 0 0 0 0 N O O 0) 0) N 0 I- CI 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C) LC) N lC) 0 0 0 V CO 00 (0 C) O 0 L(') LC) O 0 0 0 (NI cO LC) 0 L(') IN- CO. N O O O LC) (0 N N C) CO LC) N N I- N O O O V LC) O N O (0 O O O r C) (Ni LC) C) O O O O 0) N O N N N C) V LC) N- N r C) I� N CO N (NI (0 V V 0 (0 0 r- V (0 CO 0) V C) C) C) (0 0 V 0 0 0) V (0 N (N C) V LC) N LC) N I" - C C a 7 rn r C oo C C (� N 2 '5 C 2 c s = N U D 000 Z J U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 U N 0 0 20 d C cg E � � O Q O 8 E 0 -, 2 U 7 0 U Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: 0 O M O ((00 co LN (0 V N 0 0 C) (0 C) (0 (0 co CO 0 0 0 O C) (0 (0 co I.-- C) N CI N CC, Vote For 1 ( O O O O O N 0) 0 0 0 V O LC) O O O O 00 O Com') N 0 0 0) N O 0 00 0 0 7 Dry r0 O O co co S 7f 0) O O O U o V N 1'- 0 CO 0 0 d E 0 0 0. E r R O. R U v R c O R N_ R 0 A 0 0) 0 N N C 6 'Fri Li Q O N O O. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 O c O a) C O Q 0 O C O N 0_ Page 4 of 216 R O F O .0 W W Candidate Precinct 002 (Ballots Cast: 783) O O O O O 1� N (N 0 1 ld V O O 0) 0 V 0) 71- r> 0 00 CO O 1� C) CO O 0 0 0 0 O O N O r • (() O if V 0) 71- 00)) 00 0 0 CO CO O 0 0 0 0 N -LO CO0 0 O N (O CO CO I� CO 0 0 0 N 1� 0 LL 0 0 U U L 0 O U_ 0 J 0 U O N R (0 M Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 O co O a) C O Q N (0 U C U N 0_ L 0 I A U O U N o CD o co C. N (0 � O N Z co II 11 N N (� crj- O N- O) O) T- Page 5 of 216 O O O LC) 00 O CO O (D - C6 00 LC) 0 N O i O 0 E N To E Z � O � H Z R O F O .0 W W N .0 Candidate Precinct 003 (Ballots Cast: 1,346) O O L O V L() (7 LC) V CO N- N LC) LO 0 (0 C7 0 0 0 0 O N LO (O N O 71- 7f V r LL) N LC) r0 V CO N N � 0 0 0 0 0 N CA CA N LO O O co O 0 N O CD CD M O 0 0 0 0 (7 r 71- O N- N 0 CO CO O 0) O (7 N N V V CO (h N 0 O T R O O O (7 O T -- CV N O r O O O (b O LC) O N � 0 0 0 CO 0 N- CO CO O N- r O (n V 0 0 O 0 0 0 L 0CD V O LC) (n NO In CO Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 T-- O O L() 0 r COr CO CO O N N CO L() 71 - CV N N N V (O r LC) O LC) CO CS) CO L() 00 V LO O 0 0 0 0 0 0 N O 0 O O T-- LC) O ( ) N O CO V 71 - CV N N O_ CO CO CO CO N -(0N-0 V N N N 0 0 0 0 0 0 T-- r V L O O O co c7 LC) N 0 O N (0 N V 0) V CO (3) O 0) 0 0 LC) N N CO 8R OR 0 0 0 0 O N CO 00 V CO. O O 0) O 0) N N N CO0 0,- 1.0 O O O 0 N O r O N LC) 0 CO CO 0 CON 0 0 0 CO 0 CV LC) O V LC V 0 O O r CO 0 71- O N co CO CO O CO up Cast Votes: Over Votes: Under Votes: 0 O O 0 O 0 0 O O O 0) 0 0 O O (h CC, Vote For 1 N U N 0 N E d 0 O) � � (00 T E0 2 U 0 O U O O( 0 O 0 0 O CO 0 CO LO LO r 0 0 CO 0 CO Ln O V LC V r O (0 O N CO 0 CO N co V O (0 ( O 71- Cast Votes: Over Votes: Under Votes: LC) V CD CO CD N (V 0 CO 71- 8R 0 0 V CO 0) O O CO C01 CO OR 0 00) 0 CD 0 O r N V N OR 0 CD 0 N O O CO N r O N O OO O 0 0 O (O V 0 N N co 0 0 0 LC) 0 CO O O 0) 0 0 T. - CO O 0 0 0 r 0 N O 0) W O CO Cast Votes: Over Votes: Under Votes: O O L() V CO0'0 cci CO V 0 0 71- LO L() O CO 0 CO CO 0 0 O co O CO O CO N CC, Vote For 1 ( O O 0 71- V O LC) O (O CO 0 CO N O 0 0 0 LN 0 CO N O r 0) M O 0 lf) CO 0 0 CO O o 0 0 0 0 NL,- Cc)0 O O0 2 0) O O (h �N 0) O O O 0 O O U N O r r- 0 0 CO N (0 N 0 d E N 0 0. E r co O. co U 0 co c O R N_ R > tr T N R (n N N N C ci Zcn Li Q 0 N O O. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q (n O C O N 0_ Page 6 of 216 R O F 0 U W W Candidate Precinct 003 (Ballots Cast: 1,346) O CD V OO O O 0 (7 O (O 0 O co 1- 0 0 N CO 0 0 0 0 0 V LQ 0 0 O O O LO v rn 0 N N 0 CO CO N LL) 0 0 0 0 0 LO V r O N 0 O O O LC) V 6) CO CO CY) LO CO CO O CO 0 LL 0 0 U U L 0 O U_ 0 J a U co O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n U C U N 0_ L A U O U N o d o c) C) N CO CD 10 O � O N Z CO II 11 N N (� Cj- O N- o) o O O 0 10 () O co O (D 00 LC) N O 0 E N Z To EO Z Page 7 of 216 R O F O U W rcs W 0 N Q Candidate Precinct 004 (Ballots Cast: 731) O O O O CO 0) CO LO LC) LO O C1 LO � N L() O) V N CO o 0 0 0 CO O 0 O 1s- N N N V N LO COom00 CO N 0 0 0 0 CO 1� N— CO CO V O L() N LO N LO CV L 0 0 0�CO 1� LO C N L() N CO CO N Co.n C 7 c r C oo C 0 (� c _ N Uco co Z TD J U O cc R O O ( V 0(0 O 0 1� O 0 0CO CO O 00 0 O 0 Lf O 'l- id LL) O 0 O O 0 N CI 0 71- Cs/ N CD O CV Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 O) CO CO CO N LO O r r 0)1- N CO O 0 CS) CO 0) O) CO N N N 0 0 0 0 0 0 N N N I� LO LO V LO 1� V 0 V (O 0 N CO O n O r 0( 0 0 0 0 V C) V 00 0) L() 1� O CO N V C) C) N N L() 1� N (N CO N CO CO CO N 0) CO 1- CO 0 0 0 0 0( 1� CO•• O• 0 CO N CO CO N N N 1- 0) CO V 0) CO N N CO O O O CO.CD 0 0 17, O 0 CO 0 LC) CO 0 0 0 0 0 O O 0) O 0 0 0 L() V 0 00 00 0 0 LM O Co 1- 0 0 N Cast Votes: Over Votes: Under Votes: (CO O L(i O N On V 0 0 co (0 C) 1- N 0 (00 N 0 0 1"- CO LO V 0) O co co r- n 0 0 00 (O CO 0 0 0) CO CC, Vote For 1 U N 0 .0N E 2 O0 ),O > C 7 O U EJ - 2 U 7 O U 0 O O CO O CO O 0 0 I- 0CY) CO 0) 0 0 0 COCV O0 r O O O N O O N LO 0 LV 0 00 0 0 1� O N 0 Cast Votes: Over Votes: Under Votes: O O CO O CA CO CO O O V N 0 0 O C r•••.• N CO CO O 0 0 O O 0) co CO O O O O O L() 0) O O 0 0 I- CO 0 0 0 c0 O I� O 0 O () CD 0 0 N ( 0 0 00 L $ °' ci coo cam') co 0 0LO 0) 0 Cast Votes: Over Votes: Under Votes: O O L() I- N LL) r r- CO N 0 0 CO CV LO co co CD LO 0 0 CO LO L() L() V LO CO CC, Vote For 1 -3e 0 0 CI CO L() V 0 U N C) 0) V V CO 0 d E 0 0 0. E r (0 O. (0 U v (0 c O (0 N_ (0 0 A N (0 0 N 0) N6 To cz Li Q O O O O O O 0 0 O co N O 0 N O co O 0 0 0 0 O O (O 1� O N 0 O NV 0) 0 0)CO CVN Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0_ L a o ma, U 0 U N o d o m ✓ N CO CD Lo O Z (� II 11 N N CO O O N- o) O) . (5 O p 10 co o co o j LC) to N N O > > 'C O � N • 0 E N Z �o E o Z Page 8 of 216 R O F 0 W W Candidate Precinct 004 (Ballots Cast: 731) OO O N O co co O 1� O O c')') co • O O 0 0 0 0 (C V CO O ( • (() (() O LO v CO 0 coc o N O 0 0 0 0 CO CO LO 0 71- O 0) O O O) if V 0) O CO CO O N N O 0 0 0 0 CO CO r O N 1� N l() O L) V CO LO CO COCO ✓ CO O Cast Votes: Over Votes: Under Votes: co O 11/05/2014 Os O O 0 O I I CO O O co O a) C O Q (n U C U N 0_ O N _ O d c.) E E o co Z o O 0_ tC, .0 �0 CD 0 o N_ N .L CD U E cn 0 0 Z 0 0 I a oma, C U 0 U N o co C. N () CD 10 O N Z co II 11 N N (h Cj- O N- O) O) T- Page 9 of 216 O O O 10 () O CO O (D - C6 OD II) L.) N N O O 0 E N Z To EO Z R O F O U W W 0 N .0 Candidate Precinct 005 (Ballots Cast: 704) O O O O 0 0 CO 0) 0 CD 0 CO V 0) C) (`) 71 - Cc) C) V0) 0 N N C) OR O o OR 0 0 0 0 Cr) V C) 0 V L() V N- CO 71- 1.0 L(') r CO N 'Cr 0) C x - O O O O 00 0) CO L() I-- V LO V 0) N C) N L() O CO CO 0 O O ( O CO CO 0 CO O O 0 C) co L() I� O CO N N CO C C 7 n r C oo C (0 (� c s = N UD COO Z J U O T 0 O O O 0) O V O L() 0 O O 0 0 0 V O 0 0 0 O 0 O Lf O if (O O C) CO O CO LO 0CV N 0 0 0 CD 0 0 0) O 1� O Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 L() 0 0 0 0 CO C) V N CO 0 N 1� C) V (N N N V C) L() 0) 71 - Cc) C) (O CO 0 (O (N C) C) OR O 0 0 8R O N 0) L(') CO (O LO Ln 0 CO C) (O N 0) N 0) N N N V N I,- 71- (O V C0 (c) 0 0 0 0 0 0 CO 0) 71- C) 0) O CO O LO L() N C) L(') 0 C) N N N CO I- 0 N CO 0 N L() r N 71- 8R 0 0 0 0 0 0 0 CD O 0) C) C) C) CO 0 •1- a5 0 Lf) 0 N N N N V N � L() 0 N C) N C) O OO O O N O LL) V (O 0 (O on N CO 0 0 0 (00 O V O 0 L() V M O 71- L(i � 00 0 0co (N 71- LN O O 0) 0 co In 0 L( C) 00 0 co 0 CO C O 0 0 co C0') O CO Cast Votes: Over Votes: Under Votes: N O O N V N 0 V C) N COCD CV CO 0) L() ( O O 0 71- N O N. N 0 C) 71- 71- V (O L(') V 71 - OR O O O 0 0 O L( V co V N L() 71- 71 - OR V O O O (0 CO 0 (O CO LO O 71- 0 0 L() 0) CC, Vote For 1 N U N 0 0 E N 2 = O N (4 d C .0._ E -, 2 U 0 O U ( O O 0 L( 0 V O N N O Oco L() N O0 0 0 O O O 0) I� N O 1- V O o 71 - V 0 V N Cast Votes: Over Votes: Under Votes: O 71- ( N- T -- 0 -I - (N O (N O O 0 0 N 0 L() 0) N O O O 0 V 0 N- 71 - Cc) - VC) 0 O N- I� N 1� N CC, Vote For 1 0 N 0 0 00 d C F O E0- 2 U 0 O U O O O V O L( co O C) 1� N C) 0 I- O 0 cy 0 0 0 r O N O O N- N O co CO O (`N) M O Cast Votes: Over Votes: Under Votes: O O cd I- N (0 C) 00 0 71 - OR O O coCV 00 0 0 (O C) 0 00) O O CO (07 O O 0 CO 0) CO O O C) CO0 CO O C) 0 C) 71- 71- V N O OO 0 0 cD CC N O I- 0) N 0 N 0 0 0 0 0)) 0 O 0 N O I- 0) 00 0 CO C CO 0 71- CO N N 0 0 0 00) 0 0 N O I- 0) Cast Votes: O L() Over Votes: Under Votes: 11/05/2014 O 0 O a) C O Q (n O C O N 0_ R O F O .0 W W N 0 N Q Candidate Precinct 005 (Ballots Cast: 704) O L O O O O O ( O O COLO CO LO O 0 0, CO- r- 0 'Cr • LC) N O 1- O O c O co co O) LO 'Cr O) T-- COCO O f0 CV Lf) 0 (C) 'Cr N 0 COCT) N 0 0 0 0 0 0 ( 0 0 0 0 CO 0 0 0 0 0 00)) V 0 L ✓ LC) O 0 LC)V O 0 co co o) L() 'Cr o) Oco 7r 0) O N ((0 () 00) O 0 CO CC, Vote For 1 0 o O in() O U N r CO V CO N 0 0 0 E 0 0 0. E r Q R U R O R N_ R N ced y d N O � 0 Li Q O O Q O ` CD 0 0 N N 0 0 C) 0 O O ((0 cam') CO 0 OD 0 O) 00 0 0 0 0 0 0 0 0 LO 0� oo0COh o) LO ci CT) otri LC) 0 (O 0 r 0 71 - CD (O 'Cr N (O Cast Votes: Over Votes: Under Votes: 0 LL N 0 U U O 0 O U_ 0 R J 0 > U 0 N 0o M O � 4 O O ` Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q N (n U C U N 0_ O O p 10 00 O CO p O LC) 0 N O i O 0 E To E Z � O � H Z R O F O U W W 0 00 N .0 Candidate Precinct 006 (Ballots Cast: 989) O OR O 0 71 -CD I� N LC) 0 C7 V LO LO 0 CO (07 O o o V LC) O N N 0 V (0 0 71 - CO O (N I� 0 L() CO N O O O O V CO CO LC) V N CO 71- 7f V V CO CO V O (00 N r N 0 L OR O 0 LO 02 CCOO O V C7 N 0 V 0 CO N N C 7 c r C oo C (0 i7 U O c s = N UD COZ J U O T R O O O T-- 0 CO V O L( O O O LC) 0 71- r - co rO 0 0 0 Lfi 0 LO O O 0 (0 O 0 O O co LC) co 0 LN - CS) 0 0 0 co 0 0 O (0 O Cast Votes: Over Votes: O Under Votes: CC, Vote For 3 0 0 0 0 0 0 CO LC) O V CO C7 N CO O N (35 LC) 0 r 0 (0 N V 0 (O LC) L(') I- (O 0) 0 N N- N c) OR OR OR OR 8R OR CO 00) LO O O N O (0 0 (0 V CO CO CO 0 N 0 0 (0 CO CO N 0 0 0 0 0 0 I: N 7r 0 N ON 0 V 0 r O (0 N N N 0 N LC) T -- CD 0 0 (0 CO LC) N 0 0 0 0 0 0 LO CO CO V 0 V 0 0 N N V CO V 0 CO N N N O O O 0 CO O CO. N O 71- 71- V O 0 0 0 0 0 0 N O r LC) O V V LC) O O L(i co CV N 0 0 O O 0 0 0 N 0 N- 0 O O CO 0 0) Cast Votes: Over Votes: Under Votes: O O 0 0 I- N O 0 V 0 L() N O 0 O N O 0 N 0)) O O 0 LO LO N ( N (00 CO 0) 0 N O ( V O (0 N LC) CO N N CC, Vote For 1 O O ( 0 Lfi 0 V (0 O 0 I- N I- 0 N LC) CO I- 0 0 0 O O N O I- N O 0 CO O CO Cast Votes: Over Votes: Under Votes: O 71- ( LC) LC 71- 0) 0) 0 L() 0 0 O V O LC) V CO CO OD 0) LC) O O 0 0 CO N LC) V LC) V CO N N N O O I0 C7 CD Cc) 0 0 LC) 71- 71- V (0 CO N (O O 0 co 0 0 0 (' O (O 0 O O 0 0 0 0 0 0 0 (00 N O I- 0 O 0 c N O 0 LO 0 L() 0 0 0 0 0 (00 N O N- 0 O 0 L0 Cast Votes: Over Votes: Under Votes: ( O 0 CO cd LC) V I- V V 0 0 co csir O LC) 0 T -- OR O O CO In O LC) V (0 V 0 N CC, Vote For 1 O 0 0 7 co E O 0 LC) 71- 0 O U N 0 0 V C) N 0 0 0 E 0 > 0. E > R O. R • U v R c O R N_ R 0 A N 0) N N N C Tri cz Li Q O O O ` O O 0 - O CO I N O I- 0 I- 0 N r 0 0 0 CO 0 (00 N O I- 0 0 0 0 0 0 0 N O CO 0 O (0 0 0 0 CO L0 Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q 0) O C O N 0_ 0 N _ O c.) o c o Z II O • 0 Q 15 d V a/ d co W R O F 0 w W N 0 N .0 Candidate Precinct 006 (Ballots Cast: 989) O O O O O LL V O co V Lf N O 1 - LO V O) V �_ O 0) V 71- O O 0 00 0 co - LLL) 0 V O O O L LL V 6) rCV v CO CO O 0 0 0 0 0) O LM 0 N(O Lr V C 0 (0 LO v rn CO N CO O CO CO N LL) O 0 0 0 0 D LCO $CO LO V V O 0) co co co M O) LO O O LO Cast Votes: Over Votes: Under Votes: co T O 11/05/2014 a) C O Q N (n O C O N 0_ O N Tr- _ O T d c.) O c o O Z II O • 0 0. a cD • W O d - d L � � a r a O N _ L 'L w U E Q Z 00 • A co U O U rA o C) N CO CD O N cY) II II � N N O co O r 0) O Lc) co O p O co O Lf) iii Y2 N N O ▪ i O N 0 E N Z To EO Z R O F W 0 C Q Candidate Precinct 007 (Ballots Cast: 129) ( C ( O N N (0 0) O V N 0. N (0 CI 0 r O O O 1� 0 C) ✓ O (C) O CO 0) CO 0 O 0 0 0 0 0 co -• O M O V O (0 V (O ((') N N CO N CO V (0 (() C) co V co O O O � 0 V (0 O C) (() V O) 0 CO O N O 0 0 0 0 0 N- V CD CO CO 6) ✓ O r N N O ✓ r r co LO 0 0) 0 N V O O O • 0 CO N O 1� CD (0 0 C) 0 N O O O O 1s- • N 0 0 O C) ( O O 0 0 CO C) O (0 0) 0 0 0) CNI O O LO LO N 1'- 0 V (0 C) 71- e O O O ✓ 0 L( O N 0) CO 0 O 0 0 0 ( 0 0 ( 0 0 0 0 0 0 0 0 0( 0 0 0 0 0 0 0 0 0 0 0 ( ( 0 0 0 0 - Is -0 O ((') N 0 CO C) r C) 0) O 0 (() 0 (C) 0 N N 0) 0 r 0 O 0) CO 0 N (0 (0 . O 0) CO O 0 V (C) N V C) N (() 0 V 1� N N C) (`') V O (f) V (C) O O 0) CO V O (C) - V N W O (0 C) O V (() (`') O (0 N (C) (n 1� N L() O V N I� L(') O V C) (Ti C) O (0 - N (0 CO N N (() V V N r N O O C) 0) C) V V O r (O C) O) V (() CO O V Is- CO O) (O O N (0 CO O C) O o V N c N c- 0) co V V (C) C) N (() O 0 0 0 (0 0 N N ✓ O (0 O C (0 0) ✓ N (C) r C) O 0 0 0 0 O C) (0 O O C) (0 O C) (0 0 V CO 0 O T R 0 0 0 0 0 0 CO O Is - (15 (0 O C) 0) C' 0 N Cast Votes: 0 N Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 Is- V O 0 0) O co (O 1- (O O (O C) CO CO 71 - CV N N O 0 0 0 0 0 0 (() 0 0 (() 0 O N O O N (() • ori d N N C) ✓ 0 V (f) N OO 0 N - (f) O 0 0 0 O 00) N O co (0 0 CO Cast Votes: Over Votes: Under Votes: O 0 0 0 0 0 0 0 0 0 0 0 000000 • (00 O O O - N N V Is- C) 0 0 0 0 N O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 0 0 V N N N V 0 (N N N 0 CC, Vote For 1 0 0 V O O V Cast Votes: Over Votes: Under Votes: O 0 0 O • (0 Is- N O 0 coM O O 0 0 O (. U 0 0 c 0 0 U_ 0 O Cn N ToC r 0 0 V LO Cast Votes: 0 N Over Votes: Under Votes: 0 0 Cc) O 10 N (0 co CC, Vote For 1 0) 0 (C) 'O 0 0 0 0 0 d to O 0) CO C)‘17-. O N (0 C) (0 O V (0 co co O U N CO V CV 0 N 0 0 0 0 e 0 0 0. e r R 0. R U v R c O R N_ R 0 d rn NTo O O Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q O C O N 0_ R O F O .0 W W Candidate Precinct 007 (Ballots Cast: 129) CO LO O O O 11 O LL) O N O O O O 0 0 V 0 0 0 0 0 O co ( • O d O O ✓ LL)0 O N CO 0 O CO 0 0 000 0 0 0) O O r O N LL) L() 0 O ✓ N co 0) CO N 0 N Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q (n O C O N 0_ R O F W 0 00 N Q Candidate Precinct 008 (Ballots Cast: 982) O O O ( CO L O) (0 CO O CO CO C) O O LL) - co V r (• (00 Com) L() ✓ N V O 0 0 0 O O r LO CO V CO • O O LL) - N V LO r CO N O O O O 0 r L( O . N O N 0 0 N N 0 0 0 (0 0 O O O co O O C) N O 0 0 0 0 0 0 O N V O CO 1� LC) CO CO N C) C) O V L() N N r N ✓ LOr () V CO CO CO CO N C) O 0 0 0 0 0 COr V CO(00 0 O) L(� N C) V O) LL) V N N r N N CO CO r— 71- 71- V V O) LL) (0 N O O O • 0 O O O O N L() V O L(') C) l) O 0 0 CO ((00 0 CO. N O r V Lf) O O 0) O O O O 00 ✓ O 1� N (0 CO CO (N ✓ N 0 0 (O V ((00 CN) CO O N O O O Is- 0 N C) O co 1- N ✓ 0 CO I� N O 0 0 coCV 0 r O O 1- N O ( ✓ L() (0 • CO CO CV LLO (`()) O 0 V LLO LL() V O r- N OO ( 0co CO C) O O O) LO 0 I� O O 0 0 0 ✓ 0 L(� Fs) O N O) 6- O r C co ( O CO 0 N (0 CO O 00 (0 N 0 0 ( 0 1s N O CO CD 000 N I O O C 0 CO N O 1- O 0 O 0 0 N O N O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0r CO O0 0 0 0 0 0 0 O CO CO N N 0 CO L() N V 1� N O 0 0 0 O V 0 O O cor-- 0_ 0 0 V O 10 O C) O N r O O C) C) V N V C) V N CON r O O C) CON O O C) O O O C) • r 0) (0 O O 0) C) C) N O V (0 V O N r O N V L() L() O 71: r N V O L() ✓ C) V O N N r N L() V (0 CO 1s N (0 CO O (0 CO O L() N N O L() 0 V 0,-0)0000 0 O V 0 L() O O O 0 CO O L() V 0 L() Lf) 0,1 N NV V CO CO O Ts. CO L() 1Cs-� () N r C) 0 CO r V N N r '1' O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 0 O) CO 1� L() () 0 O O I� O 0 CO 1� O) 0 CD r NO CO CO N V 0 O I.O. CO. r CO CO O CO N V O CO CO CO L() O V O O) co O co N1--- co - r N V 1� O N r O V N N 1� C) O co O) O O) O O L() V O N ✓ CO LO CO r N N r r N LO V (0 CO (0 CO (0 CO O) CO N O CO O) 0 0 1� O O O O) 0 r 0 0 CO 1- L() 0 V r L(') N 0 I` N CO (0 r N N r r (N r N r CO r L() N V (N I� O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q O C O N 0_ 0 N _ O c.) o c o Z II O • 0 Q 15 a cD • W N o m d d a r a O N(NI _ L �L U E a z 00 • a oma, U U rA o d o m C) N co CD • N • II II N N CO O co O r O) O • p Lc) co o co o Ln Ln Y2 N N O ▪ > > 'C � N • 0 E N Z �o E o Z R O F 0 W W N 0 N .0 Candidate Precinct 008 (Ballots Cast: 982) O O I� 0 CO 1� O (-NI N O 1- 0) O 0 0 0 0 Cs1 CO 71- O O N O � N 1� O W u) v 0) CD 0) 0) O co N C) O 0 0 0 0 000 CO 0 CO 0) O 0) O O �71- CO CNI V N N..O CO 0 LL 0 0 U U L 0 O U_ 0 J 0 U O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q U C U N 0_ O N Tr- _ O T d c.) O c o O Z II O 0 0. a cD W EE• 15 O 1 d L � � a r a O (NI _ L 'L 0 E Q Z 00 A U O U rA o o co C) N m CD Ln 0) O N II II N N O co O r 0) (5 O p LI) (h O CO O p Lf) Ln L) N N O i O � N 0 E N Z To EO Z R O F W Candidate Precinct 009 (Ballots Cast: 631) O O O O Y- N N CO N- CO (0 71- (N N CO CO co co N V O N N O o O O(3) r 0 NL() 0) N V N co V CO CO (0 0 O OR O OR 0 L() O (D 0) CO V O C) O V N V co up O 0 y- O O O O O r V 0 CO N CO O V 0) (0 O N N V 0 � 0) 0 O T R O O O 1� 0 CO N O 1� c0 O O 1- O V up(0 0 0 0 1� 0 CO 0 O V O Lf) O O1 O CO) N V 0 ((N,1 C) O O O N 0 1,- 1: 0 C O Cast Votes: O (0 Over Votes: Under Votes: CC, Vote For 3 0 0 0 OR OR 0 N V CO CO O LL) 0) LL) C) N- N (0 N N r- N r- co co L() (3) LL) CO N- r «') N N O O O 0 o O co V co r- r O O c0 CO O N V N 0 N N N V N- N «') N N- r (0 co O) N OR O O OR O O (0 N N- (D O CO O L1- CO () COC) O r C) (0 N N — N U0 0) 0) r co 0) Y N- CO CO N ( ( 0 0 0 0 (0 cy r -O r- 00 U0 V 0) 1- 1- O N C) (O N co CO (0 (0 L() 0 V N O O O 0 O (0 N O 1- N 0 N- 0) O 0 O O co 0 0 O O O V Lf) O CO C co NQ) O C) L() V ( O N0 Cast Votes: Over Votes: Under Votes: 0 0 0 0 0 0 CO O CO (0 N LL) N N L() O C) O 0)co co N O CO 0) CO V (0 N- (O V (0 N O O O O ( OR V CO O L CV 0 co (0 N LL) LL) C) N 0) (O N (0 co 1-«')N () V (0 N (0 N y- 0 0 0 0 0 0 co co O N. 01 M- 01 N V CO 1� O (O V O O N V N CO Y- Y - V CO 0 N (0 CA CO V 0) CO CO OR OR O O O O (0 (0 1- co c0 Lf) LL) y- CO 1- () lf) co N CO 7r N N ( V CO N- CC, Vote For 1 U N D � T ti oC N 2 N 1 2 0 N U O N yY > O U) T> T O 0 Y d >= O .EO C N O co (0 -O (0 E E H00,Li 2 U 7 O U O O O 0 CO V O LL co O O CO 0 LL) 0 0 0 CM 0 CO C) O (0 O m O O 0) O co N 0 O O (00 0 0 (0 O N o co Cast Votes: Over Votes: Under Votes: O O V up (0 C) V L() (00 0 N CO 0 0 r- co V L( Oup 0) L() 0 0 O 0 V LLfi V up L() CO O OO O V O L() O O 0) 0) LO O O 0 L() 00 0 O 0 0 0) O O 0 00 O 0 0 O c0 0) CO 0 00 M O 0 0 O O O O CO 0 N. 0) N 0 N. Co C) N: O c' lf) V co CO CO 0 (0 N V Cast Votes: Over Votes: Under Votes: O O CO LN (0 V V (0 a) 0 N CO 0 ( co co 1r N V L() O 7 O O 01 N CO V 0) lf) CO CO CC, Vote For 1 O O O 0 CO O O 0) 0) 0) 0 N CD O 0 0 CO 0 0 O O O O N 0 0 N N L() 0 C CO ',Fe- O 0 0 LN 80 CD co O ((0 Lo O O O O U N L()r- N 0 L() V N 71- 0 0 0 d e N 0 0. e r R 0. R U v R c O R N_ R 0 d rn NTi Li Q Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q (n O C O N 0_ R O F O .0 W W N 0 N .0 Candidate Precinct 009 (Ballots Cast: 631) OO O LC) 0 L() co O CO O 6) N O 6) LLC) O 0 0 0 ( CO LC) V CO O V L() 1- O N co co (o o o rn N N O 0 0 0 0 71- IN 6) O 1N O CO N 1N N O L Lf V 6) LLO C) N O N r r CO Cast Votes: Over Votes: Under Votes: 11/05/2014 O N _ O d ▪ c.) E O co z II O • 0 0. zl a a..i • W ▪ i• O . 5 O cn Cr—‘—• `r O N N . L Q� U E a0 z 0 O U 0 U N d 0) zco N L() O O N O_ co - O 0) 0 O In O O (0 0 O > O 0 E Ta z O H O 0 0 0 I I co O 0 O co O 0) C O 0 0 Ct (0 0 C 0 0 0_ O co 0 () (o N I I CON () O O () O In (0 0 O (0 0 O 0 E z R O F 0 .0 W W N .0 Candidate Precinct 015 (Ballots Cast: 57) O O O N- N L() r CO CO N- r L() V ( L() co co CO N CO CO N • 0 0 0 O r CO 0 N r O O L() N N O V L() ✓ CO 0 0 O O O co O N N- O I- O c0 0) N 0 L() L() O 0 0 O O 0 O 0 0 Lf) O if rn 0) O O 0 0 0 0 0 0—.000.00, r c0 I- CO CO O r CO I� CO CO CO N r r I- 0) CO CO C CO N O 0 0 0 0 0 r r CO r 0 0 0 CO 0 0 0 0 0 0 0 0 CO r r r L() L() N L() O O O co 0N. (O CO N O I- LL 71- 0 O O r 0) CO O 0 0 O 0 0 O O O (0 L) O O O co co O O O O O co co CO C CO O 0 00 CO r O ( 71- 0 0 1- O O ( r 0 COcsi 1� O O O O 1- L() 0 0 0 0 0 O co O L() co O co (O CDCO CO 0 O Lf) 71- c7-) c) (71 O 0 VCO L O CO (O CO OO N O N- F) 0) N 0 L() L() 0 0 0 0 0 0 L() O L() rn • O ( O L() Lam( 71- 0 O V CO N 0 0 (0,0- c6 ,c6 (O (o co N- r O O ( r 0 N ✓ O L() 0) ✓ 0 CO L() O 0 0 0 0 0 • O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O C) V O 0 0 0 O L() N Or VO CO coCO 0 0 0 CO N-0 0 0 CO 1— 0 0 0 1� CO r I- O O O C) O C) C) L() V O O O CO O co O O O N r O O O O r O O O V C) N- N-: V O co N V O Lf) O c6 V O co 1- N N O N O co LL) N r N N N r L() V co co co r L() O V LL) 0 ✓ I� N r 0 V 0 0) C) O N r r 0 V V 1-r 0 V r N CO 0 N r N CO 0 N N r r V CO r N r r N r r N O 0 0 0 CCO 0 0 CO N L( O O N L() ✓ CO (O N Cn C r 7 c r C oo C i O) � U N 2 CO 2 O C _o = N U co co Z J 0 O > R O 0 0 0 0 0 00 O CV 0 0 Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 N N 0 L() L() 0 L() CO O O O O O O O co N N N O L() 0 V V 0 Cast Votes: o n Over Votes: Under Votes: O 0 O O I� • N 0) CO CC, Vote For 1 00 0 0 0 00 00 O O Cast Votes: 0 0 Over Votes: Under Votes: O 0 0 O O O CO 1� CO 0 0 N Cast Votes: Over Votes: Under Votes: CC, Vote For 1 '0 0 0 0 0 0 2O') CO 0 0 0 (` �L(Ni 71- 0 O 0 N r L() (N 0 0 0 0 d E N 0 8_ E > 0 R O. R 0 v c R c O N_ R tr N R N y Nci Z Li Q 0 N O O. Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q O C O N 0_ R O F 0 w W N 0 N .0 Candidate Precinct 015 (Ballots Cast: 57) O ( CO N CO (0 0.5 ((00 co N CO N 0 O 0 C) CO N 1� LO V r O O O co 0 N O O O N O 1- 0) co O 71- e 0 0 0 O 0 0 O 0 0 0) O LC) rn • o o 00 o 0 0 O o O N O N 0) co O N Cast Votes: Over Votes: Under Votes: 11/05/2014 0) C O Q 0 O C O N 0_ R O F 0 .0 N w W N 0 Q Candidate Precinct 016 (Ballots Cast: 3) O O O O 0 CO 0 O CO CO O O C (O co (O 0 N 0 O 0 0 0 0000 0000 0 0 0 0 O O O O O0 O O 0 00 O CO 0 0 O 0 0 O 0 0 O O O O O O 0 0 0 O 0 0 0 0 0 0 0CO (0 0 0 0 `))00 o ri (0 0 0 0 0 co co O 0— N 0 CO 0 0 O 0 0 00 0 0 0000 O O 0 0000 0 0 0 O O O O O O O 0 0 0 0 0 0 0 c n 7 r c oo 0 c) U ES CD 2 m 2 c = N U 0 (0 Z J 0 O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 000000 222222 LL) LL) (0 LL) 0 0 N N N N O 0 0 0 0 0 00000 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 O 00000 000000 000000 O 0 (Li LC) 0 0 N N N N 0 0 O 0 0 0 0 0 000000 000000 0 0 0 0 0 0 0 0 0 0 0 0 O O 00 00 O O in in O O O CO0 CO O CO c 0 co N 0 O O 0 0 0 0 O 0 CO 0 OO O 0 0 0 0 0 O 00 O O CO 0 0 O O 0 0 0 0 O • 0 CO 0 OO O 0 0 0 0 0 0 00 O O CO 0 0 O 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 O 00 0 0 0 00 0 0 0 00 0 O O O O O 00 0 0 0 00 O O O 22222 O O O O O O O O O O O O O O O O O O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 00 O 0 0 0 0 0 (N. 0 CO (o 0 Ci m c) N 0 O 0 0 0 0 0 0 0 0 0 000 00 000 00 O 00 00 000 00 0 0 0 0 C) 0 CO 0 0 C) 0 CO 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 O 0 0 00 O 0 O 0 00 000 00 000 00 O O O O O O O O O O O O O 0 0 0 0 0 0 0 0 0 0 0 0 0 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: CC, Vote For 1 O 0 0 0 0 0 0 O 0 0 O =_00• 0 0 0 0 0 N 0 0 0 0 0 V 0 a d E N 0 0. E r R O. R 0 v R c O R N_ R tr A N R 0) N 0) N N c Fri Li Q O N O O. Cast Votes: Over Votes: Under Votes: 11/05/2014 0) C O Q 0) O C O N 0_ O N _ O c.) o c o Z II o • 0 Q d V a/ d co W N R O F 0 w W N 0 N .0 Candidate Precinct 016 (Ballots Cast: 3) O O O 0 O O ci O O C'D 0 OO O 0 00 O 00 0 O O CO 0 0 O 0 0 0 0 O O O O O O O O O O O O 0 0 0 O 0 00 0 0 0 0 0 00 O 0 0 0 0 O O C O C) O O O 0 00 0 000 000 O O O O O O O 0 O O Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q N (n U C U N 0_ O N Tr- _ O 7 d c.) O c o O Z II O • 0 0. ttl a cD • W R O F O W W Candidate Precinct 017 (Ballots Cast: 792) O OR O ( CO CO N O • N N (0 - N LO O) 0 N N CO O (0 V N C) OR o o O O C) (O x- O O r N N N (0 • C)v (0 LL) LC) 0 C) (3) V N O 0 O O 0 LL 0 (0 CO O N (0 V (0 - N LO M O T -- OR O 0 c O (0 0 V C) - N LO V N (O CO - N C a7 rn • r C oo C CO .0 U c = 4) U D COO Z J U O T R O O O O O O LD O Lo r O N O r C) 0 O) O • O O N 0 CO (0 O CO. W O y - co N_ 0 V C) 0 0 0 0 0 O 0 O LO O CO Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 O( 0 N. 0CO N CO V C) O (0 O N- N N N O V V LC) C) 0 CO V 0 () LL) 0) N N N ("NI ( 0 0 0 0 0 CO CO O O 0) (O O O CD CO CO N N CO 0) O) CO LL) O) C) O 0 OR 0 0 0 C) N C) V CO CO V Or C) O • CO 0 (0 N N V CO N CO 0 C) N O) CO V O O O 0 o O C) CO (0 O V r` N N LO r V LO r C) N N C) O O 7r 0 ( O CO O N if V LL) 0 O N 0 0 0 (00 0 W O y- 71- col"- - v u) O LC 0)) 0 LO LC) V Cast Votes: Over Votes: Under Votes: O O O O O O 0 O O O O 0 O O LC) CC, Vote For 1 O O O CO O C) LV O V co O 0) V cam) O 0 0 CD 0 O N O r LL) 71- O 0 LLO N O 0 0 0 0 O0 LN O cd Cast Votes: Over Votes: Under Votes: OR OR CO CNI LO (o0 ()) V O ✓ N O 0 C) N r C) (0 c0 co O CO CO O O 0 O O) ✓ 0 (0 co O CO N O O N CON(c) LSC) CNS) • O O CON. 0 N ( O C) 0 (3) 0 CO O 0 0 O 0 0 N O c N 0 LO C) C) W O V Cast Votes: Over Votes: Under Votes: OR O C) CO (N0 C) Cmc) (N0 ✓ N O 0 V y- CO cd C) 00 O O r N r (0 co CV 0 ON N CC, Vote For 1 O O C COO N- ✓ O co (0 O co O O 0 0 LO 0 V (0 Ooo C) 0) O V N 0 CD Cr) C) 0 0 0 0 0 0 2 L� V O O O (F0 (`(O') co Otri 0 N O O. Cast Votes: Over Votes: Under Votes: 11/05/2014 0) C O Q 0 O C O N 0_ 0 N _ O d c.) o c o Z II o • 0 0. ttl a) cD • W N R O F 0 W W Candidate Precinct 017 (Ballots Cast: 792) O O OO O LL) co O c0 — N O ✓ co co 71- CO O O CO rc te) c)) c c ( 0 0 O 0 O CO • (O c0 O ✓ co co CO0 0 C.0 o co 0 0 0 0 0 CN -0 00 N: N V O co co CO CO 1N IN V O CO Lf) N CO Cast Votes: Over Votes: Under Votes: 11/05/2014 O co Q O a) C O Q (n O C O N 0 R O F O W W 0 00 d Q Candidate Precinct 018 (Ballots Cast: 670) ( O O ( (O C 0 C0 - C) O N LC) N N N— CO CO CO CD 71- LO 0 - 0)V N O 0 0 0 — coN C) 1� N C0 I� O C0 N C) C) N C) V 0 LC) Is- CO N O 0 0 0 C) O O O CO r r O LC N N 1� LC) 0 0 CO V OO (co O N N O 1� N CO 0 N L() L() r 0 0 0 (0 0 C) C0 O C N O 1� co co c.1 • O N CO 0 0 CO LO 0 0 0 0 0 0 0 N (0 N LC) 71- - 0 O CO CO CO O V C) N CO N- � L(') 0 N. CA LC) 0 IN N Cs1 N- 71 - - Cs] N (NI O 0 0 0 0 0 N N C) 0 (O LC) C0 O r V N C) V N LC) 0) LC) V CO LC) LC) CD N LC) CO 0) C) O 0 0 0 0 0 - N N C) V V V V N N r (0 N N. 0 CA N 0 CD C) C) C) O O O L() 0 'l- id LL) O V LL) CD O V O) O 0 0 0 • O ((00 • O LC) V lC) O O CO C) � CO CO O CO V LC) O O I.-- C) N Is - C55 CA O L( V (3) O N N O 0 0 71- 0 O 0) CD C) COCNI O 0 CO ( 0) O Lf 71 - CO N O V 0 O O ( co 0 r C) O (0 N- N O CA CA N- V 0 0 CD 0 O N O I- 1� O O co O O O O 0 0 N N (0 C) L() V om) In C C) N O 0 O co LC) V LC) V CO O O 0 (0 CO CO co LO N LC) V N- N ( O O N- 0 N N O N co CO 0 N CO N 0 0 0 0 0 O N O CD co 0 0 CO O co co O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C) CO CO LC) 0 LC) N V 0 IN C0 0 0 0 N CO L() 0 LC) IN C) LC) 0 LC) COIN IN CO LC) O V N- N r CO N O O O O N r LC) O V LC) V V O LC) ✓ co V V O LC') N V O) O N. (0 O O O N V O LC') O) O LC) O V - C) V r N .— N.— N— N V (0 in V I- (NI LC) V CO (0 C) 0 N 0 V CO (0 CO r CO V CO 0 0) 0 0 V CO CA N. O CO N V co 0) N N V N.— 71- c Co.n C 7 N r C oo C 0 U o O c _ = N U D coOZ J U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: O O (0 (O Lf) V L() V N CO N O 0 O (0 C) 0) V CO O O 0 O co LC) V L() CO (NO CO CC, Vote For 1 ( O O 0 N 1� O N CO 0 N LO CO 0 0 0 0 0 O N- 0 C) N O coN N O - O C) C) O 0 0 0 0 0 O -- 2 O CN') E (0 V lC N O csi 71- CO U V N N 'I' 0 O 0 0 0 E 0 0 0. E r R O. R U v R c O R N_ R 0 A 0 CO0) 0 N6 'Fri Li Q 0 N 0 O. Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q O C O N 0_ R O F O .0 W W N 0 N .0 Candidate Precinct 018 (Ballots Cast: 670) O OO 0 6) O O 1- O N O 0 Oo C N O 0 0 0 0 V• - (0 O V () (6 (C) O V • v (o • 0 o 0 () v N O 00 0 0 V LC) N0 � O 6) O O 6) (( V 6) ((0 In 1.0 0 Com) Cast Votes: Over Votes: Under Votes: 11/05/2014 Os O O 0 O I I COO O co O a) C O Q 0 U C U 0 0_ O N Tr- _ O d ▪ c.) O c o O Z II O • 0 0. ttl a cD • W • EE• 15 • V N d d a r a O N(NI _ L �L U E Q Z 00 • A U O U rA o C) N co CD O N • II II N N (h O � r O O O LC) 00 O CO • O CO- Ln • iii to N N O ▪ i N • 0 E N Z To EO Z R O F O U W W Candidate Precinct 019 (Ballots Cast: 47) O O O O CO CO L 0 O CO LO. O C) LC) O N CD (0 V CO 0 O O N O (n O CO LO') O V LO) V CD 0 N O 0 0 0 0 0 ✓ co or- LO') LC) CO r co) N LC) C) N (fl r V LO') N co CO N- 0) V CA C) O O O O O 0 O) O O C) (0 LC) 0 (0 (0 00 O O cy em O (0 C) ✓ N O (0 ( O O LC O 0 ODV LC) V (0 0 N N O O O C ✓ LC) LC V O N ( O O CS] O CO N � N ✓ 0 0 C) O O C) CO CO ( CO (00 cd CO CO N O OC N 0 O N O r CO CA 0 CO C) 0 0 0 00 0 0 0 0 0 0 0 0 e 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0000 C0 0 V 0 0 0 0 0 0 N 0 CO 0 0 r 0 C) O O C) 0 r CO rO CA 0000 CO O.- 000000 LC) O V O O LC) 0 V O O V C) C O L) CO r O N . O O O O N O r O O O O O O (A O O O O CO OO O O CO C) (fl LO') O V O V 0 O CA O N r O V r N Cb CO C) 0 0 0 C) 0 V 0 0 0 O N O N 0 O 0 N N O LC) CO N O N L(') O 0 OR 0 O O () r V O N lC O ✓ N r O • N LC) V CO O - 0000 - O CO O - CO N- 0 CO 0 C • C • 7 N r C oo C (0 .0 U • c = N UD COO Z J U O T R ✓ 0 LO CA 0 N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 (A LC) LO CO C) CO din O LL) r LC) Cb O r O C) LC) (N N N I.-- CO I"- V CO N O OR O 0 O ORCO C0 CO 0 r O LC) N LC) O C) N • Lf O O N Lf) co CD N 0 0) O 0 0 co 0 CV I- O N LC) V 0) 0 V Cast Votes: Over Votes: Under Votes: O O N- COomCO C) (0 r- N O 0 0 O O O O) 0 CC, Vote For 1 LO 0 V CA 0 N Cast Votes: Over Votes: Under Votes: O ( ✓ - CO ✓ N LC) V CNI 0) O 0 V LO CD - 0 CO N O 0 0 0 O O O O O - 0 0 Cast Votes: Over Votes: Under Votes: 0 CO NCO (n CD CO LO n CC, Vote For 1 N 0 N- CV N 'O 0 0 0 0 0 7 LLo V O O O LO') V O O O 0 N CO LC) O O V � 0 0 0 E 0 0 0. E r R Q R U v R c O R N_ R 0 A — 0 0) 0 N Z Li Q 0 0 Q Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q N O C O N 0 R O F O .0 W W 0 0 N Q Candidate Precinct 019 (Ballots Cast: 47) O O O O O N- NCcsi -- O ON (O C) (V O L() V 1- N 1� 0 0 C) O 0 0 0 0 (O C)O O (O C) 17- O N co C) L() O V (O C) CO N (O O O 0 0 0 0 V (0 (O 0 V C) (O CO O C) (O LL) O (O CO 1- N V CO N 0 I" - Cs/ O 0 0 0 0 �� 00 $ - C) (O O CV Cc) CO CO (O O) 0 N Cast Votes: Over Votes: Under Votes: 11/05/2014 O N _ O d c.) E O co z II O 0 0. a a..i W i• O •V O N Lfa r O •� N •L Q� U E t a0 z 0 O U 0 U N d 0) z O O 0 O I 0 O 0 O 0 O 0) 0 O 0 N (0 0 0 0 N 0 0 co 0 R O F W Candidate Precinct 020 (Ballots Cast: 635) O O O O 0 00,,- CO LO O N 0) (0 O) L(') N L() LC) LC) CO O COCO 0 0 0 0 C-- O O O CO N— O) (0 L( N L() N (0 CO CO 0 0 0 0 0 (0N- N In 0 N O N L() co L() M CO 0 CO 0000 O O V (0 r r r 0 (0 1- 0 C n C 7 0 r C oo 0 (0 U U d 2 m 2 Oc = U D OOO Z J 0 O T R O ( 0 O N O CO O 0 O) O O (0 (0 0 0 0 CO 0 1� V O 0 C) O (0 O) LLC)) 0 (`N') N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 L() N N 0 O N CO V CO N co Lf) 1-: (0 LL) O) (O (N 0 (0 COLO)C) (0 00) 1- N 0 0 0 0 0 0 CO L() CO CO N (0 CO 0 0 O 0 1-- (0 V co co 1. r N CO 1� O) LC) 1- C‘I (0 1- CO CO CO 0 0 0 0 0 0 0 CO CO 0 0 L() (0 O V CO (0 L() C) O L() V 0 (0 (N N O) CO 0 CO O) r r CO CO 0 0 0 0 0 0 rnLnvLn(0o CO 1-- CO Cr) CO C-- 71' 0) 0 csi O C) N 0 0 (0 1- 0 L() CO N N N O) 45 (6 2 m O N T OI N R 0 R (0 = -O d' LL R 0 E 2 C '6 U N Crs u(3 6 C ' t iv N CO E 0 0 0 2 U 0 0 0 OO O 004 O O L( O 71 - co 0 0 0 0 Csi 0 0 O Lf O r O O V 0 00 0 0 CO O (0 r O O V V Cast Votes: Over Votes: Under Votes: O L( O CO L() N 0 CO 0 0 O O) 0 0 0 CO N 0 0 0 O) N 1� I� N 0 O 0 0 CCD LO (0 CO N C) CC, Vote For 1 U N 0 N E 2 ON ),O > C O 8 y > U EJ- 2 U 0 0 0 (O O CV 0 CO V O L() 0 0 0 N. L(f O 0 0 0 LL 0 V r - O N 0 Loco o N CO 0 O N V O (0 Cast Votes: Over Votes: Under Votes: L( L( 1.0 N LO 0 (0 CO C) CNI 1'0 CO 0 0 COCO CO.0 (0 CO O O 0 0 0 N tri (0 C) CO 0 0 CCDLO 0 O O (nO 0 N N O N.: 0) O) 0 (0 oo 0 0 0 1- 0 CO 1-- O N C) O (0 O) r O CO N 1- 0 N (V O V LO Cast Votes: Over Votes: Under Votes: O O 0 0 0 0 L() L() O N. CO ( N 0 0 O 0 L() (0 CO r 0 0 CO0 V (N0 CO CO CC, Vote For 1 O 0 0 ((O0 O 0 0) 0 0 L() 00 LO ( ) 0 0 0 CO 0 N N O N- 0) O 0 N ('1 0 0 0 0 0 O) O O 0) CNI (0 O N O 0 0 0 0 0 O O 0) O O CD N 0) O O O 0 NO) O 0 L() V co — L() 0 0 0 E 0 0 0. E > 0 R O. R 0 v c R c O N_ R 0 A 0 R 0 0 y N6 'Fri Z cz Li Q 0 N O O. Cast Votes: Over Votes: Under Votes: 11/05/2014 0) C O Q 0) O C O N 0_ R O F O .0 W W Candidate Precinct 020 (Ballots Cast: 635) ( O O O O ✓ L() CO O L() V O O 6) L( V 6) O LO O L ) L() CO N O 0 00 0 (0 V 6) 0 L( V (0 O co L() V 6) O L() V N LO O N- O O r r CON O 0 0 0 0 L() V N0 CO • L() 1- O N (0 CO N CO 0 r CO 71- Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q (0 U C U N 0_ O N Tr- _ O T d c.) O c o O Z II O • 0 0. ttl a • W R O F C O 0 W W 0 C Q Candidate Precinct 021 (Ballots Cast: 149) O O O O 0"C) C) N LC) C) O L() - N L() r- r O T -- CO C) (O O 0 0 0 O O CO COO (O O CO. N V N - C) LC) O O O N C) O O O C) O N- N O 1� LL) O O 1� 0 N N 0 0 0 N 0 co LL) O O (O O 0 0 0 0 0 0 O O CO O CO 0 N 1� r O r O O co LL) LL) N LL) N O 1� - LL) 0) (O (O O (O CO 0 CO N co O 0 0 0 (N T --O O MO O LO N L0 1N 0 7 0 r C 0(1) CO0 .0 U d 2 m 2 OC _a = N U D co Z J U O T co V O N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0( 0 - O O N N r N: C) V r— L(') - N — co COQ) V ( ) ((0 LO LO x- O 0 0 0 0 0 0 L() 0) N O O O O Is - CC! N N V - N C) V CO CO 0) N (O N N V O 0 0 0 0 0 V CO O O CO(O NCO (O LL) O co V (O 1- LL) 0) - N x— C LO IN O O 0 0 0 0 0 (N. CO CO (N. 0 0 (O C) C) (O O O (O C) C) (O O O - 10 N (O 0 O OO L0 O V (0 O C) V LL) CO 0 0) O co N N O 0 0 O O 0 (0 O C) V LL) 0.1 O (O 0 1.-. (O L0 LO O O Cast Votes: Over Votes: Under Votes: O L L 0 0 0 CSI V V CO 00)) CO CD ✓ 0) 0) d C) N (O CV CS!01 0) LL) CO O 0 0 0 0 0 0 0) O CO 0 0 (O CO r O C) N I� N C) (NI (O 0) LO C) O 0 0 0 0 0 O CO 0) r O CO CO N CO CO LL) N- O r (O N LL) (O C) V CO (O — N N O 0 0 0 0 0 O co 0 (o 0) 0 O O CO O O 0) CO O ( 0) O O (N 0 N- 0 CC, Vote For 1 O OO N 0 1- L(') O O N- 0 N C N 0 0 0 O 0 0CO C) O (O O • O O 0 N - 0 L0 Cast Votes: Over Votes: Under Votes: O O • C) co 0) O (O CO � V O 0 LO O L(i V 1N N 0 O 0 00 LO LO N N (O CO L() LO N O 0 00 10 LO • O T-- r L 0 O U U 0 0 c 0 0 U_ 0 0 O r N ToC Li Q 0 .N O Q O a` ( OO N 0 r O O O O CO 0 (O C) O 0 0 CO 0 CO LL) O CO F O co 0 0 V O N Cast Votes: Over Votes: Under Votes: O O CO CO C) N (0 (O CO 0 CO O 0 V lLO C) (O 1� N CO L() ( OO N 0 r 0) O O c 0 0 0 00 0 CO LL) O V O • O co O 0 0 0 0 O LL0 0 0 V (Si N- r- O N (O CO 0) LL) LO 0 0 N 71 - CC, Vote For 1 ',Fee 'O 00 000 0� 0 0 O O I- O 01 LL) L() co 0 U r r V 0 N 0 0 0 e 0 0 0. e r co Q co U v co c O R N_ R tr d NTi Li Q Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q 0) O C O N 0 0 N O TO c.) o c o Z II o • 0 0. ttl a cD • W R O F O .0 w W Candidate Precinct 021 (Ballots Cast: 149) O O O (f 0 (( N O I.-- n: �1- O N O Cr) O O 0 0 0 ( 0 N (O () V O (f) (� v co v rte)co o O 0 0 0 0 0 0 O 0 v L() L() 1- O N ✓ (() 6) N N 0 0 V O 0 00 0 O ..0 00 (r o 0) (f) V 1- N 0 LL 0 0 U U L 0 O U_ 0 J a U O N R M N Li Q O Q O ` N 0 V Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q N O C O N 0_ O N Tr- _ O 7 d c.) o co Z II O • 0 0. ttl a cD • W R O F O .0 W W N 0 N Q Candidate Precinct 023 (Ballots Cast: 51) O O O ( co co co 0) co (o I� LC) (N CV 0 N 1,- CO 0 0 (0 co O O (0 C) O O ✓ co N 0C) CO 0 O 0 0 0 C) co N N C) C) LC) C) C) C) 0) N co co L(') r N O O O O 0 LC) O O O rn 1- N (0 0 LC) C) O 0 0 0 0 0 0 0 0 O O O (0 V O 0 O LC) O 0 0 0 0 0 N. r 0 0 CO 71- 00 N CO N N N C.O. (N N 0 C0 N N N I� LC) LC) (O x- O 0 0 0 0 0 0 o0 0 0 0 0 O O LC) LC) O O CO N C) (0 V CO (0 0 O 0 0 0 0 0 C) (0 N O) V co 1� r CO CO V (0 O V V N N C) N V N O O O O • 0 CO N O O) O O co (0 O N O O 0 0 0 ((00 0 Com) (0 O C) N 1� 0 O in (0 0 0 0 0 0 0 0) 0) 0 CO N O CO O LC) LC) N N 71 - LC) LC) N N C) 0 0 0 0 0 0 1� O V V 71 - LO L() N N. N V LC) N.: r r - CV C) • N LC) 0 0 0 0 0 0 0 0 0 0 0 0 000000 lf) O Lf) O O O LC) C) x— 0 N- O N O O O O CO (0 0 CO (0 O C) (0 C) ✓ 0 1- () O O LO 71- d O O) (0 co CO N O O O L7-> 0 O V V O LC) 1� N CO 0 CO ( O LO 71 - LC -5 LC) LC) 71- 0 O (0 N OO O • 0 •7,- d O O I� (Ni (0 0 LC) C) 0 0 0 0 0 0 0 0 0 0 0 0 0 O O 0 0) 0 0 0 0 0 0 0 0 O O O 1-- N O O O LC) LC) O O O (0 O V V LC) O O N N r V O (0 lC) V (0 co (0 co (0 co (0 C) • O O O (0 O 0 co 1C N lC) V (N O O co O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 OO 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0000 0 0 0 000000 0 0 0 000000 0 0 0 00 0 0 0 O O O O O O O 0 0 0 0 0 0 O O O 0 0 0 0 0 0 O O O O O O O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 c n 7 n r o oo o (0U- nc 'ES O c _ = N U 0 CO Z J 0 O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 (0 O) (0 2 m N O T OI N 4 0 :O E 2 C 06 U N C t 0) (0 (0 E 0 2 .) O 0 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: 0 N O 0 0 0 N c 0 U_ 0 O 0 0) N ToC co Li Q 0 .N O Q O a` Cast Votes: Over Votes: Under Votes: 0 (0 O 0 0 O O O in in 0 0 CC, Vote For 1 ',Fee .00 0 0 0 0 N O O V 0 0 0 e N 0 0. e r R 0. R 0 0 R c O R N_ R 0 d 0) NTo Li Q 0 0 G O O 0) O 0 0 O O O ci 0 0 0 0 0 Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q O C O N 0_ � � O •V o M d d a r a O N(NI _ L �L w U E a z 00 a oma, U U rA o d o m C) N co CD N II II N N CO O co - O r O) O p Lc) co o co o Ln Ln to N N O > > 'C � 0 E N Z �o E o Z R O F O .0 W W N 0 N Q Candidate Precinct 023 (Ballots Cast: 51) 0 0 N N CO O O O O 0 I� : O LL) O 0 0 0 OO O O .. N O N 1� N cc O 0 0 0 0 0 LO LL CNI V CO O CO V LL) V O LL) L( 'Cr CO CNI O N 0 'Cr N 0 0 00 0 000 000 O O O O O O O 0 O O Cast Votes: Over Votes: Under Votes: 11/05/2014 O N _ O d c.) E O co z II O 0 0. a a..i W i• O •V O M L (C r O •� N •L Q� U E t a0 z 0 O U 0 U N d 0) z O 0 0 0 I I co O 0 O co O 0) C 0 0 0 Ct (n 0 C 0 0 0_ 0 N 0 () () N I I CON () O O co OD O (A 0 O in 0 O 0 E z R O F O .0 W W Candidate Precinct 024 (Ballots Cast: 122) O O O O LL) CO CO CO O CO L() CO CO r O N N co O) 0 CO CO N (O O O O LL) 0 LL) N O r O O O V 0 CO O 0 0 0 0 0 0 (0(0 O) (3) V O CO CO L() O N L() LC) O (0 N N O N r r L() 0 LL) N N N CO O O O LO 0 LO V O L() co O C) O o co r 0 O O 00 00 V co N r N I O O 0 CO O O O O CO (b O ( N 0 CO ( O O LN 0 CO N O co CO 0 71- 0 0 O O O 0 co co O CO OO O O O C) oo (O 0 (O 0 COOV 0 0( 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O N O LL) 0 LL) CO 0 CO CO r 0 0 L() 0 L() 0 0 N 0 CO (O CO 0 (3) COO O . •N O O O O CO CO CO CO CO O CO O O O O O r O N CON0CO N 0 WO (NI O r r N L() (`') O co N CO O co V r O N (O C) V COO lf) N r N N V L() r N r N LL) V CO O C) N LL) N CO 0 LOO N O) N CO CO V V LO 0 O ( 1 C) V O N CO N 0 O r CO O CO O 0 Cs!Oco 0 0 0 0 LL) N N CON V CO CO r r N L() N L() V V 0 CO CO O LCC)) 0 0 O N N O CO O 0 CO CO 0 C n C a 7 rn r C 0Q.) i (0 � U O C = N U co m Z J 0 O > co 2 0 0 0 0 0 0 00 O CO 0 0 Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 N C) L() T -- CO. O O r CO L() C) 0co L() 0 0 CO CNI 0 N 0 0 0 0 0 0 N 0 N V 0 N O N- N V O N 0 CN V 0 N N V CN 0 N V 0 W 0 0 0 0 0 0 OLOO 0 LO N - O (Ni co O) O CO Cast Votes: Over Votes: Under Votes: 0 0 O O LL) LL) r N COO 0 0 N CO O N- CC, Vote For 1 U N 0 N coE 2 0 O),O > C O U y > U EJ - 2 U O 0 Cast Votes: O Over Votes: Under Votes: 0 0 LO 0 (b r N 0 0 O O O 0 O 0 C CS] 0 LL) 0 0 0 0 0 O N- 0 N O 0 N Cast Votes: Over Votes: Under Votes: 0 0 CO CN1N O O) co co 0 CO N CC, Vote For 1 00 0 0 LO 00 N-: Ocsi (b T.- 0 Cast Votes: Over Votes: Under Votes: 11/05/2014 0) C O Q 0 O C O N 0_ R O F O .0 W W Candidate Precinct 024 (Ballots Cast: 122) ( O 0 0) O O L() • V COO O O • 0 (0 C) O (O • O O co O) 0 C) 0 O 0 00 0 CO CD 0 O • L() N O co C) O) M O) (() 0 O 0 0 0 0 CO C� 0 0 0 N 1- r O N ✓ L() CO • 71- 8 0 LL 0 0 U U L 0 O 0 0 J a U O N R (n M Li Q O Q a` Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q (0 O C O N 0_ R O F W 0 00 N Q Candidate Precinct 026 (Ballots Cast: 1,499) O O O O CO 0 CO - O O N (0 (0 C) - (NI LO LO 0 00 - C r O 0 0 0 CO CO - O CO Ln C N C) - N LC) CO N M O 0 0 0 0 C) r 0 V CO (NI I. -- d O 6) (O C) - N LO C) CO LC) (O r 0 6) N N C) ( O O (0 O O 0 6 0 ) O) O O O LO 0 71- e 0 0 0 LC) 0 LO CO O co. W O O O 0 LC) O 0 0 0 0 0 - O) O r 0 - LC) V LO C) (3) N Lf) LC) r V V N N N CO 6) LO r CO I,- (0 0 (3) C) LC) (0 V (0 O 0 0 0 0 0 0 C) r CO 0 N O (NI O LO C) C) LC5 r Lf) (O (O r r C) V LC) (NI V LC) r (0 (O N N N O 0 0 0 0 0 • 0 0 r (O CO CO CO (NI LO LC) O N (0 co r N V C) 0) 6) r 6) r N r (NI 0 LC) C) C) N C) O O O O (17, N O LC) V V O co N O 0 0 LO 0 LO N Lf O LC) V N O O O 0 0 ((00 0 o') O O 6) (0 co V O r V 6) O O O O O O 0 O C) O O (3) 0 0 co O 0 0 r 0 (Ni (O O C) LC) V O 0 0 0 0 O ✓ O N o o r co O O co LC) ((00 COom 03 0) 71- e 0 0 C) (O O) O (O CO 0CI N- 71- V O 0 CO C) (0 (O CO CD CD (N O O O LO O V cci O (0 (N 0 I.-- 0 0) 0 0 0 • 0 co ✓ O LC) O) 0co 0 O LC) CO 0 0) O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 , co (O O 0 0 (O O N V r C) L() 0 V 0 (0 r C) r 0 CO ✓ LC) N— CO 6) O N (O C) C) 6) r O O co 6) O Lf) O L( LC O O r Lf O N C C O Lf O r O N O 6) N O - N it N - N co (0 V O co (O r (N1 CO LO (NI V LC) (O 0 6) 6) CO (3) r v (0 CO V 6) 6) 0 CO (0 r CO 0 N - N V CO N V LC) (0 V CO CO (O (0 N 6) C n • C 7 c r C oo C 0 U o N 2 CO 2 O c = N Uco co Z J U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 N U •N 0 N .0E d 0 01 � (0 6° T E▪ 0 2 U 7 O U Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: 0 O N ((00 CI 0 co 0) 0 0 0 LO LOO (0 C) CO 03 0 0 r N (O (O CO CD CD 71- CC, Vote For 1 O O O ((00 0 O (0 co O (0 0 O 0 0 0 O CO O LC) O) co O 0) r Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q co O C O N 0_ O N _ O c.) o c o Z II o • 0 0. ttl a) 0. W N O F 0 w W Candidate Precinct 026 (Ballots Cast: 1,499) O ( O O O CO CO LL) O V 1� N N O r co () 6) 1.-- 0 CNI CO VCO O 0 0 0 0 O CD CO 0 0 (O () ( ) O (O co () rn 0) co CO LL) O 0 0 0 0 N 1� V O LO 1� N N O r co () O) CO CO CO OLO ✓ N E. O 0 0 0 0 N V 0 LN LL) V O O O) 1- N O) r CO LO N O) O O Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q (0 O C O N 0_ O N Tr- _ O T d c.) O c o O Z II O 0 0. ttl a W R O F O .0 W W Candidate Precinct 029 (Ballots Cast: 1,142) 0 O O O O) r CO L() N r N O L() r C) LO r C) O LN r C) LO 0 0 ( 0 O N C) O N V C) N O C) co in ((00 LO V O N 0 0 0 0 O 0 O L O L() O 71- d O C) O O r C) LO CO (O 7 C) N 0 0 0 0 (N O I� LO N O V N L( N C) N O LO LO (0) N C n C r 7 c r C oo C CO) .0 U CD 2 CO 2 O 0 = N U D OOO Z J U O T R O O ( V O O O CO 0) O O (0 co O V O 0 0 0 0 0 0 V O CO O O 0) 0) O O 71- (0 0 LO CO O (0 Cast Votes: Over Votes: Under Votes: CC, Vote For 3 ( 0 0 0 ( 0 O V N O N N O r CO N N r L() C) N L() V N N r N V I� CO 0 I` L(') N (3) O O CO (3) V V N V 0 0 0 0 0 0 1� N r CO r CO CO O r (NI C) C) N O V N N r N 00) 0 I- N N r N 0 0 0 0 0 0 L() CO 0 (3) O V C) (0 N N r N L(') O O O 0) 0 L() V I- N 'Cr N N N 0 0 0 0 0 0 L- V V CO CO 0 1� V I- O O O N V N r N CO O (3) () L() L() N C C) ( O O 07 0 (0 O O C) O L(') C) 0) O) 0 0 0 0 0 0 CO O C) O O O co co n co O LN O) O 0 0 0 O 0 CO C) O O N O O Cast Votes: Over Votes: Under Votes: O O O O O 00 N O O oo N O O O CON CC, Vote For 1 O O O 0 0 N O I- LL) 71 - CO C) 0 (3) (00 LO 0 0 0 LO 0 CO O O CO 0 LC) N N Cast Votes: Over Votes: Under Votes: O O O 0 LO LO 00 co CNI (00 CO') 0 0 1.- CO V LO O C) co co COCO 03 0N- ee 0 0 0 0 O rn CO CO CNI 0 00) 0 0 CO CO CO V (0 O CO O O O 0 0 0 O L() V 0 CO O 0 0 0 0 COLO 0 (0 0 O (0 0) O o co 0 0 L() O co 0 0 0 0 0 O O C) O CO O CO Cast Votes: Over Votes: Under Votes: O L LO N I� CO () LO L( O V 0 0 O CO V L() (0 co N C 0 0 V LO 1� N L0 V 0 N_ N N CC, Vote For 1 OO ( � 0 N O O (O O r r r O 0 0 0 0 N O (0 0) 00 O O N CO 0 T -- co Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q (n O C O N 0_ R O F 0 W W N 0 N .0 Candidate Precinct 029 (Ballots Cast: 1,142) ( O 71- LOLO L0 LO CO ((0 V O OO 0 N L( O O (O ( 0 0 0 0 O O) 1- 0 N Co CO V O (0 L0 v 0) c O O co N N L() Cast Votes: Over Votes: Under Votes: co T O 11/05/2014 a) C O Q N 0 O C O N 0_ O N Tr- _ O T d c.) o co Z II O • 0 0. a cD • W R O F W N 0 Q Candidate Precinct 030 (Ballots Cast: 37) O O O O 0 CO O 0 T-- CO O r C) O N C) N CO - CO r x- O 0 0 0 O O 0 O O V co co O CO C) co in 0 1.0 O 0 0 0 O CO CO 0 CO O N O ✓ C) O O N CO - CO O 0 O O T-- 0 CO CY) O O N O r r N T-- 0 0 (NI • 0 0 N 0 CO N 0 N O r r N CO 0 V O 0 0 0 0 0 0 00 O O 0 0 0 0000 O O O O 000 0 0 0 0 0 0 O T R Cast Votes: 0 Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 O (NI CO CO r O Cr) O 71- d O Cf) O O) N N CO O O) LC) O 0 0 0 0 0 C) N N N C) L(') N O CO CO N CO O) CO O Cf) 6) C) N 0 r V V 0 O 0 0 0 0 0 N CO O V CO CO C) C) CO LC) C) ✓ 0 Cf) r 0 O V V CN C) O O O r 0 N ✓ O N C) 0 CO O 0 0 0 0 W O V lC) CD O O LC) N O 0 0 0 0 0 CO CO CO N C) Or V N CO CO (NI CO • V CO CO O) O 0 0 0 0 0 O C) Cn CO CO 71- (• N1 N (N C) N CO CO O 0 0 0 0 0 T-- C) CO 0 r 0 CO CO CO O CO. O O N CO Cf) O N 71 - CO C) LC) O O O O 0 O N O r r N T-- 0 0 N 00 0 co 0 N ✓ O N r N O C 0 LC) O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 r 0 CO 0 0 0 0 0 0 0 0 0 000000 O O CO 000000 O O O O 00000 0 0 c) 000000 0 0 0 O N O 0 Lf) 0 0 0 0 0 0 0 0 0 0 0 0 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 U N D � T yC N d • CO 0 U C N yY > O U) T> T O 0 Y 0 >= O .2 c c N O (0 (0 -O E E H 0 0 ui 2 .) 7 O 0 - 0 Cast Votes: Over Votes: Under Votes: O O T -- CO C) CO O C•1 0 O 0 N r co O 0 CO CO ✓ 0 O � N OO O r- 0 N C) O co O 0 O C) 0 0 0 co O CO O O O N CO 0 V O 0 0 0 0 000 00 O O O O O N O N O O 0 N O 0 0 0 N c 0 0 U_ 0 0 O r N C r Cast Votes: Over Votes: Under Votes: O O CO CD O 6) O) CO CO Csi O 0 0 0 r - co ✓ N O 0 C CO OO N r O CC, Vote For 1 OO O r- 0 N C) O co c 0 O C) 00 0 O O CO O O O N CO 0 71 - ',Fee 'O 00 0 0 000 O O O =222 00 c O O O O O �o O O 0 N N O N 0 0 V 0 a d e N 0 0. e r R Q R 0 v R c O R N_ R tr d 0O N6 Ti Li Q Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q O C O N 0_ R O F O .0 w W N 0 N Q Candidate Precinct 030 (Ballots Cast: 37) O O O c0 0 N (h O (O 0) O N O) 0 CO N O 0 0 co O 1- (h O (O () O (O 0 in O CO O 0 00 0 r) L 0 co m O c0 u) v 0 0 of L() r 0) O 0 00 O 0 0)0) 0 LL 0 0 0 0 L 0 O 0 0 J a 0 O N R O M N Li Q O O Q O ` O Lf) O 0 0 0 0 0 0 0 0 O 0 0 0 N 0 0 Cast Votes: Over Votes: Under Votes: 11/05/2014 0) c O 0 0 c 0 N 0_ R O F O .0 W W Candidate Precinct 031 (Ballots Cast: 93) O OR OR O - (O (O 1- - N V (3) N L() O N N N N V O o O CO (O 0 - C) L() O - C) LL) 0 - C) L() • Cs1 0 0 N OR O OR O (O C) (O 0 LL) I� - C) N - (N (O V N N � O O O O O -CDo 0) N (0 O c • c • 7 c r C oo m '07 U • c s = N U0 COZJ 0 O T 0 O O O O 0O O O 1� O (O O N CO O O N 0 CO 1� 0 (N1 C) O co c M O r Cast Votes: 0 N Over Votes: Under Votes: CC, Vote For 3 8R 8R 0 0 0 0 LO (O V CO LL) O O r L() Lf) (0 C) N 0) (0 (N L() N (0 CO 1� O) CO N N N O 0 0 0 0 0 0 0(0 r (0 0 O O (O (O (O O O 0) co y- (0 O 0) 0 () 0 (O O 0 0 0 0 0 co co N- co co O co co co co co O N N C) C) 0) N (N I� CO V C) O ( O 0 o O O CD CO L0 0 (N 1"- CO V (O 0 L() LL) (3) N 0 C) N CO N L() C) 0 (0 0 (0 2 m O N T OI N 4 0 JO 0 0 0 a' c 'O U N crs t � (0 (0 0c (0 (0 E�U.(5 2 U O 0 O O O 0 0 0) O O O V LL) 1- 0 N c y- o O O Lf 00 V (0 O C) ✓ 0) 0 O O O co OO N- CD 1- 0 N N Cast Votes: Over Votes: Under Votes: O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CO O V V N V ✓ co N N CO O O ( O ( O 0 CO0V (00 V (00 O r- 00 r O CO C) 0 L() LL) O 0 O 0 O 0 - O (r-0 O N O - O (O O N O - O (O 0 N 0 N- (O (NI N- 0 (O 0 N 0 O 0 0 0 0 0 C) C) 0 0 C) 0 C) O O C) O C) C) O O ( O co co co - x- 0 0 N- 0 CC, Vote For 1 O OO 0 0 0 0) O L( (O co LL) 0 N 0 0 0 O 0 0 Lf O LL) (O (o O) 0 CO 0 C) Cast Votes: Over Votes: Under Votes: O O O LOLO N LL) LL) ✓ V r- (O N O 0 0 N N- 0 ✓ L() O (O C) O) LL) 0 O 0 O CO CO LO (0 N O co LL) 1- 0 N O 0 0 O O 0 O O O LL) LL) - x- 0 CC, Vote For 1 U N 0 .0E N 2 OY 0 0) (0 0 -o (n o a N c .0._ E m -O 2 U O 0 O O O N O • O LL O co LL) 0 O) O 0 0 CI N 0 O O (O 0) O 0) O) 0 L() N 0 L() Cast Votes: Over Votes: Under Votes: 11/05/2014 0) C O Q (n O C O N 0_ R O F O W W 0 00 N .0 Candidate Precinct 031 (Ballots Cast: 93) O O OO O O O O ( O ( O O O O) — LL) 0 LLV (O ) I-- 0 CO V (O LL) 0 LL) CO N— O O O Lf) V CO O O O O O O O 6) V O L(') N C) O (O C) (O V O LL) I� (-4 co (O C) co V L() co (O coO O V co O co O 71- '1' V CO C) V O) 0 V O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C) IN 0 0 0 0 0 0 0 0 V (O LL) 0 LL) ✓ LL) V O CO O O V O CO N IN O O O) CO O N O O O N C) (O co O C) I- (NI co (O V (0 V L() co N 0 O O NN O O co(O ( N CO 0 O 0 00 0 0 0 0 0 0 0 0 0 0 0 ✓ (O O) OO O O (O (O O) 0 CO CO O CO (O C) O N C) (O O CO C) (O 6) O O O 6) 6) O O (O C) 6) O O (O CO CO (O CO CO C) (O CO C) 0 V O() CO 0 V CNi CO 0 N C N () N CO O 0 0 0 0 0)o2000 O O ( O 0 N - Cast Votes: 0 N Over Votes: Under Votes: CC, Vote For 1 O 0 0 0 O 0 0 0 U U 0 a d E N 0 0. E r Q R U v R c O R52, • — N_ R N d (n d N N O (4 • i • Q O O O ` 0 0 0 0 0 0 0 0 0)) 0 O CO CO N 0 IN (n0O N O CO C O OCO O O CO Cast Votes: Over Votes: Under Votes: (O CO O) 0 71- 8 0 LL N 0 U U 0 0 c 0 O U_ 0 J R a U 0 N R 0) M o sLi Q O O ` Cast Votes: Over Votes: Under Votes: 11/05/2014 O o O a) C O Q (n O C O N 0_ O N Tr- _ O T d c.) O c o O Z II O • 0 0. a cD • W R O F O .0 W W 0 00 N .0 Candidate Precinct 032 (Ballots Cast: 550) O O O O 6) 6) F V O N r CO N N - N LC) CO D I� N (6 CO V N (NI O 0 0 0 (6 C) co co 6) L() N V - c)v O CO (6 6) O 0 0 0 co c0 V C) V • 1� LC) V - N L() N (6 N 0 O 0 0 0 (6 CO0 (6 N CO N O COLd LC) N (6 N 6) 0 N N C n • C 7 c r C oo C CO0 .0 6 d 2 m 2 c = N —0060 To U O T R O O O O 6) • O O ✓ O id o O co V o O 0 0 LC 0 0 (6 O CO Lf O V 0 O 0 0 coCV LN 0 T.- 0 �0) O V o 0 CO Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 1� 0 N LC) 0 ✓ V CO CO CO N C) V N V (6 N N N CO CO (O CO CO 0) 0 CNI 1- LL) - N O 0 0 0 0 0 C (6 o O O 1� O CO CO CO LL) N • N N 6) N- 6) 6) - CO LC) N 6) O 0 0 0 0 0 - CV 6) CO 6) (6 CO 6) CO N O V V 6) C) 1- N N N CO CO V 6) N CO 0 (6 CO 0 CO O 0 0 0 0 0 o (6 0 0 o 6) CO LC) LC) LC) CO. CO - (6 ( csi V N N N 00 CO V CO ( O O O O N O 1 - LC) 6) O co 0) 0 0 0 T. -▪ O N O CO «� v () C) 1� 0 CO ✓ co) Cast Votes: 0 O Over Votes: Under Votes: O O O O co O O 0 co O O V O O O N CC, Vote For 1 N U N 0 N E d (0 01 � (9 U T E▪ 0 2 U 0 0 U O O O 0 CO N N ON - 0) O V ✓ O (6 O c C) N 0 0 0 L • 0 V (6 O C) LC) V M O co O (6 N O N Cast Votes: Over Votes: Under Votes: O ( 00 co co (6 co CD 0 CO 0) O 0 CO CON (6 () C) CO• O O 0 C) (6 ✓ LC) 1.-- N r O 0 Lf • V L0 V OO ( 0co co 0 LL) 0 0 c 0 0 0 0 O0 0 CO O O 6) rn 0 0 0 co N 71- O r Cast Votes: Over Votes: Under Votes: O O co LC) 1D N (6 CO COLO r O 0 co O 6) m c) N CO O 0 LO V LC V 1� N CO LOC) CC, Vote For 1 O O ( 0 0 COO 0 N 0 CO CO O 0 0 'I'O LL 6) O O 0 N 0 In • N O 0 0 00 : 0 LO (6 O C) co N 0 CO N 'O 0 0 0 0 0 2 O- O : O CO LC) V tri co O V 0 N O O. O a` Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q 0 O C O N 0_ R O F 0 W W Candidate Precinct 032 (Ballots Cast: 550) O O O O O LL) V N 0 CO O O 1- O N LL) V CO 00 O O 0 0 V N L • 0 0 0 0 N LL(i • L() 6) O O LO V CO r N 0 LL) N N O 0 0 0 0 CO 71- CNI CO N V 0 LL) • (O (O O C) (O CO CO V CO N 0 CO N 0 00 0 0 0 O N 0 r ✓ LL) O 0 co CO 0 Lf) V 0) 0 (3) CO 0 LL N 0 U U L 0 0 0 0 J a U O N R (n M Li Q O Q O ` Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q N U C U N 0_ • EE• 15 d ▪ d a r a O N _ L �L U E Q Z 00 • A (-) 0 U N C) N m Q: L() (T O N • II II N N O co O r O O p Lc) co O co O co- Ln Ln iii (n N N O ▪ i O N • 0 E N Z To EO Z R O F O W W N .0 Candidate Precinct 033 (Ballots Cast: 113) O O O O 71- (D C) V CO C) C) V N C) - N L() N C) C) - N L() O o o O O N L() L(i • (.0 CO CO ✓ V C) C) C) LL) N O) 71 - OR O 0 OR O LO (0 N (NI CO C0 O O) • O) O C) ✓ r L() O) 0 0 N O O O O (3) CO C) 0 (O O N O ✓ C) 0 O (N (0 - C 0) 0 C • 7 c • r C oo C (0 .0 U • c _ = N UD COO Z J U O T R O O O L() 0 L() O O C) 0) O O r N O O C) ) N 0 0 L( 0 L() N O r O O O CO LL) Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 COLO r L-- L() (fl O (fl (fl (fl O L() () L() CD 0 ✓ N N N N • OR C O 0 0 N N N N 0 C) L() (q O N r ✓ C) (-,1 a5 N N N () L() CO CO CD O 0 0 0 0 () 0 0 0 N - C) C) CO C) L() ✓ r (0 (0 (0 (0 (I LL) CD LO LO 0) N O 0 0 OR OR 0 co O(O• )v O C) O O N LO) C) N N (0 V CD N LL) C) OO O IN- O N L( O V 0) LL) 0 71 - LO LL) O O O ( L71- L 0 V O O C) (o CI NO 0 CO 0 CO N N Cast Votes: Over Votes: Under Votes: O 0 0 0 0 0 N r CO CO V 0 CO O CO O (V L.: r V V O (0 71 - CD Cfl V CV CVLO O 0 0 0 0 0 CO C) C) O V N C) N L() CO C) O) O 0 0 0 0 0 V C) LL) O O 0) O V L() O r O V O O V ✓ CO L() r O) 71- c - OR 0 0 0 0 0 0 0 C) C) (o (o 0 O C) C) CO CO. O O O C) a5 O C 71- 0 O V N L() 0 CC, Vote For 1 O O LIN - 0 0 CI71- N O r r N N 0 N C) 0 0 0 CO. OCI O O r N N O 0) IN- 0 IN - CV 0 CO Cast Votes: Over Votes: Under Votes: O O IN- N O O O CO CO O CD N O 0 O V N cm LO N O 0 N O CD CO O O CICO LO V CO r O O O IN - LO 0 V O O O) O O N O) N O 0 0 co 0 co ✓ O L() co O 0 0 CD 71- L() 0 71- 0 (O O C) r N 0) 0 0 LO O N Cast Votes: Over Votes: Under Votes: OR OR O (A • N O C) (D 0 CO O O A CO 0 e 0 0 O O (fl C0 CO CC, Vote For 1 O O O Lf� O V O O 0) O O N ) N O 0 0 co 0 co ✓ O 0) co N O LO 'O 0 00 0 0 o M O co N N O V L() CO 0 U N CD CO V 0 co 0 0 0 0 e N 0 0. e r R 0. R U 0 R c O R N_ R tr d 0) N Z Li < 0 O 0. Cast Votes: Over Votes: Under Votes: 11/05/2014 0) C O Q 0) O C O N 0_ R O F O .0 W W Candidate Precinct 033 (Ballots Cast: 113) O O O O O CO 0 N- C) CO L() O V 6) O O O 6) L() V CO O M O 0 00 0 00 N 1� L) 0 LO • L() 1- O N co co o co o co o (NI O 0 0 0 0 DLCO oCD N O 1- 1� N CO 0 71- Cast Votes: O CO Over Votes: Under Votes: co T O 11/05/2014 a) C O Q (n O C O N 0_ R O F O .0 W W 0 00 .0 Candidate Precinct 034 (Ballots Cast: 65) O c O O 0 ( ) 0 L LO V LO Lli N N C) N co r- COQ) N 0 0 ( 0 N (O c0 C) V V O V O) L() N LO V O) N N N 0 0 0 0 10 0 CO 0 (O O C) O (O LL) N O N LL) N C) 0 0 0 0 0 N 0 1"--O O L() O co x— 0 (O 0 C n C 7 c r C o C CO (J' ES N 2 CO 2 c = U D coOZ J U O T R O O O In 0 O 00 (O O ( O (O 0 0) L() 0 0 0 O 0 O O O O O CV 0 CO 00 0 0 O 0 inO 1� O Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0( 0 0 0 (O (O 1� CO N V (O O N CO N: V L() N 6) V N CO C0 CO 0) (O V 0 0 0 0 0 0 0 N C) O C) O L(') N N O N O CV CO 0 0 0 0 0 0 1� r 0 r 0 0 (O (O O (O O O (O (O O (O O O N N (NI N V V 0 V C) 0 ( OO (� 0 V V LL) C) 0 N CO 0 0 0 (NO 0 CO 71- O0 O ID 0 0 O O O 0 V co I� N C) 0 0 O O) 1� N V 0 N 0 0 0 O O O CO I- C) (O O CV 0 CO (O O C) 1� N O O In L() r 0 0 0 o 0 O O O O) co O co 0 0 In O O O O LL) Lf) 1- N C) CO 0 0 1" C) V (O C) 1- N CD (NI CO 0 0 I.-- CO (O co (O C) co CO CO 71- e O O O O O O O O O N N N 0 CO L() r 0 0 0 0., O O O O 6) O O CO CV 0 CO 0 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 000000 co 0 N. 0 0 0 0 0 CO r 0 0 0 O O L() L() L() L() CO O (O O O O O O CO (O O O O N r N N C) O (O O O L() O L() C) (O L() O L() () C) (O N O r N N 0 C) CO 0 CO (O O (O 0 N (0 (O 0 N To 0) 45 O) 2 m O N T OI N O R (0 = -O d' LL 0 E 2 C '6 U N Crs u(3 6 C _c 0) co co E 0 0 0 2 U 0 O U Cast Votes: Over Votes: Under Votes: CC, Vote For 1 M U N 0 N E 2 N I,7) ,O > C O U EJ - 2 U 0 O U Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: O O CO CO.O (O CO LO C) CD 0 1� N N 1: I"... N 0 0 N- COOCO. O L() V 1� Lf CC, Vote For 1 ( OO V 0 LLL N O 1� N e 0 0 0 L() O V N O N 0 0 0 O 0 O CV 0 CO 0 .N 0 O. O 0. Cast Votes: Over Votes: Under Votes: 11/05/2014 0) C O Q O C O N 0_ O F O .0 W W Candidate Precinct 034 (Ballots Cast: 65) ( O OO0 O 00 •.-L00 00 C) (O O O O co co co N CO N 0 C) LC) O 0 0 0 0 CO CO lo 0 CO O 0) ai O co co 1- N O CO 0 0) N C) O 00 0 0 O O 0 O O L() L() O O 1-- N CO 0) C) C 0 C) O 00 0 0 X0L) 00 1� N r O N LC) V co V C) 1� 0 0 LL 0 0 U U L 0 O 0 0 J 0 U O N R (0 M Li Q O Q O ` Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q U C U N 0_ O N Tr- _ O T d c.) O c o O Z II O • 0 0. ttl a • W R O F O U N W W Candidate Precinct 038 (Ballots Cast: 97) O O O ( CO CO O 6) CO r LC) O cd N CO LC) N- (O CO N N V OR o o OR CO LC) O N CO CO L() O O LC) N V CO N- N O O O O CO CO CO CO CO CO 6) V C) C) CO LC) C) O O O O 0LO 0 O cd O N r 0 N LC) 0 O T R O O O O 6) V O L( O O 6) (O CO 0 6) � r o O O IN 0 CO V O LC) (nN 0 O CO 0 CO 0 0 0 1.0 0 0 0 N- O CO I- 0 Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 N- 0 I� CO O I. O co I-- O LC) N IN: O 6) N N (n N (O IN CO (O 0 CO NCO OR OR OR OR 8R e ✓ V CNV CO L() L() r r N 71 - CV N CV N CO CO IN r V CO O ( O 0 o O 6) CV V L6) 6) LC) C) COC) O CO IN IN: (0 O N O C) N O 0) CO IN CV CO O 0 0 0 0 0 CO r 0 I0 CO 0 cocooO(ho CO') O O O CO) O ✓ CV 0 N V 0 O O O 0 O0 0 IN co LC) O V lC) co O CO co Lf) O C O 0 O • O O O 0 0 0 0 O O O O N 0 N Cast Votes: Over Votes: Under Votes: O 8R OR 0 0 ✓ O COC) V V LC) CO V VIN O V CO V O C) C (NI CO 0 LC) 6) N O 0 0 0 0 0 O O CO 65 0 ozi CO O C) CO LC) CO CO N O 0 0 0 0 0 0 r r r 0 0 0 CO CO CO 0 0 O 0 0 0 0 0 co N 0) LC) L(') L(') CO 0 O 0 0 O O 0 N- 0 0 I0 r 0 CO O O CO O O O 0 0 0 0 0 N— 0 0 V 0 CC, Vote For 1 U N D � T ti 0 C N d • CO N C N yY > O U) T> T O 0 Y d E O .2 c c N O (0 (0 -O (0 E E H 0 0 Li 02 U 7 O U O O • 0 IN 0 O O cd N 6) 0 CO O N o O o 0 N • O co O 0 0 60) O O N O N- N O O CO co O 0 0 0 0 O I0 • O CO 0 N Cast Votes: Over Votes: Under Votes: O O O O LC) LC) I-- N I- 0) LC) O O O 05 O O O 0 IN N LC) V CO OR O O IN CO CO CO coa5 cd co ✓ N L N O U U 0 N c 0 0 U_ 0 0 0 r N ToC co Li Q 0 .N O Q O a` O O O COLO 0 LO O CO. CO O I- N (O 0 1� N O o O COLO O (00 N O r- w CO 0 0 O 0 0 0 0 0 (0 O N CO 0 N Cast Votes: Over Votes: Under Votes: O O co cy co co CO CO ✓ CO ✓ N ( O M LOC) V O ( CO N ✓ N IN N CC, Vote For 1 ( O O N O N- LC) O V r- N CO 0 71- e 0 0 0 CO 0 O OCA O 6) ',Fee 0 0 0 .00 0 O O O N O 1- C O N co co Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q 0 O C O N 0_ R O F O .0 W W Candidate Precinct 038 (Ballots Cast: 97) O O ( O O (6 ( N 0 I,- • 6 6) 0 O V L() 71- I.-- r O C) C) CO 0 'Cr I� N O 0 0 0 0 N CO 6) 0 O O C) O (o 6) O O O 6) co co co CO 0 0 'Cr O 0 0 0 0 co (N6 V O LINT (C V N O (o co (o co Cast Votes: Over Votes: Under Votes: 11/05/2014 O N _ O d ▪ c.) E O co z II O • 0 0. a a..i • W ▪ 15 . 5 • O L (C r O N N . L Q� U E t a0 z 0 O U 0 U N d z• co O O 0 O I I CO 0 0 O CO 0 CD C 0 Q N (n 0 •C U N 0_ U N 0 R O F O W W Candidate Precinct 039 (Ballots Cast: 160) O O O O • I- co O) r- L() V (NI O O (0 ✓ r an LID (0 C) (O N Cr) O 0 0 0 • C) (O 0 V 1� r LC) O N N N (O N C) N O 0 0 0 I- O)C) • I- O ✓ 1� LC N • O C) O N O O O LC) L O O O LC) O O O 0 V N O 0 0 N 0 CO N O r N O 1� O • O co ((00 0 0 O 0 LOcr) CI 0 0 0 Cr) CS) CO LC) Cr) CO CO O • O(0 0) N (O N N N ✓ V C)(0 O (0 (O Lf) V Non O 0 0 0 0 0 N- 0 N IN 0 LC) C) O V O O V L() O (0 LC) O O N N N r- V V V I- O 0 0 0 0 0 O O O I- lC c I- O O CO. N (O N N (0 LO N N N r- (0 N- co co co co OO O IN 0 N O LC L() V C) 0 IN O N N O 0 0 CD • 0 CO O O O ✓ LC) 00Lo 0 0 Lo co 0 co O Lf) L() V O r - O O ( ✓ V CO N 0)C) co V V 7 0) O 0 0 O O M ✓ V O ✓ V O 0 0 IN 71- OO) C) CO O N O co V C) LC) y - N N O O C co 0 O O O O an C) O o r � O 0 0 co : 0 rr O LC) (0 C) O co O) 0 I- LC) N O O O - O O • N O - CO O 0 O - CO N- N O CI LC) O 0 ( C) - 00 LC) V r- - O (O N O O O O 0 CO O O O 1� 0 CO 00 0 0r- CI (0 O C) O O O (0 O LC) CO O 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 r O r O (N N 0 O CO CO V 0 O CO (N O 0 O V V O O O N C) N O C) CO N 0 1� r V 1� C) O (O N- N 0 O IN r V C) O (0 O r O (0 — C) O (0 V co O) O O N- N C) O (0 O) CV N (0C) C) V (N 1N N r N O) N N 0 C) r 0 N LC) O) LL) (0 O) LC) 0 N CO 0 LC) C) 0 (O (0 r 0 N N N Lf) co N N N C • 7 c • • C o11- o C (0 (� U • c s = N UD COO Z J U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 U N 0 N E 0 2 R Y N (4 d C s ._ E m -O -, 2 U 0 O U Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: O O CV 0)) O cocd CO O CO O 0 0 O O O N N CN') CO O 0 I.-- C) (O C) (0 C) (O C) CC, Vote For 1 O OO OO LO LC) C) N O I- O) CO 0 N O 0 0 WO O0 O 0 O L() 0 LC) CO • 0 0 0 0 0 Nr0 0 O OC)) O O O U N (0 7 I� O N N 0 0 0 E 0 0 E > U U v c O N_ co T N O Cn N N C Zcn Li Q 0 O Cast Votes: Over Votes: Under Votes: 11/05/2014 0) C O Q 0) O C O N 0_ 0 N _ O d c.) o co Z II o • 0 0. ttl a cD • W R O F O .0 W W Candidate Precinct 039 (Ballots Cast: 160) e O O O CO 0 CO (0 O co d O 0) I.-- CO O 71- O 00 0 0 00) ((00 0 (`O') L() (0 O C) (o CO O LC) V 0) 0 (0 N C) O 0 00 0 0 N 1� 0O 0) O O O 0) (0 CO 0) if • N CO O CO O 00 0 0 N 1� • - L() O V • LC) (0 O C) (0 CO 0) 00 0 CO 0 N 0 LL 0 0 U U L 0 O 0 0 J 0 U O N R (1) M Li Q O Q a` Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q (n U C U N 0_ O N Tr- _ O d c.) O c o O Z II O • 0 0. ttl a cD • W • EE• 15 d ▪ d a r a O NN _ L �L U E Q Z 00 • A • co U O U rA o C) N (o CD O N • II II N O CO cr O r O O p Lc) co O co O O CO- LC) Ln iii (n N N O ▪ i N • 0 E N Z To Eo Z R O F O .0 W W Candidate Precinct 040 (Ballots Cast: 1,514) O O O O C) 0 V C) N r IC) N O V (C) r 0 • (0 (0 LC) N C) (0 O 0 0 0 (0 O C) N (0 V O O O O) r C) - N CO - N COqJ r x— OR O O O O N— (') O • (0 N O (0 O O V ✓ N (C) o) V CO N • N O) C) - N C) O O O OR O 0 COT -- • (00 LC) LO IV LO C 7 c • r C oo C (0 .0 U N 2 O (0 c s = 0) UD CO ZJ U O T R O O O (0 O V N O 1� (0 O (7 O (0 0 0 0 0 0 0 0 V 0 (0 O CO osd O (0 O O 0 0) O 0 0 • 0 0 ci O of CD O 0 N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 O CO V V CO ✓ O O C) 0) C) N N N I� CO N (O C) I- CO V CO 0 CO LC) CO N I- O 0 0 0 0 0 I() O O O VLO O I� O CO ( • O O N N C) CO O) (0 co T -- CO CO I- N CO N N O 0 OR OR 0 0 (0 N CO N LO N CO r CO CO CO C) O) O C) O C) N N N O (0 (0 (0 C)LO LO (0 C) () 0) O O O 0 0 0 0 0 0 C) I0 r (') 0 O C. (0 O C) O (0 O N I- (Ni N N co CO ( • O V O C) ( O O • O CO N O 1- (C) co O 71 - co co (° N N 0 0 0 ((00 0 r. O O ✓ IC) CO - O O CO T-- I- O O) V r 0 0 0 LO 0 L • O IV 0 0 O 0) co Cast Votes: Over Votes: Under Votes: O O CO IN O 0 O v- I- O CD O) N O 0 O 05 C) CO O 0 O CO (0 C) I- N CD T.- 10 I() O 0 CO0 CO CO O) 0 O CC, Vote For 1 O O ( O O CO O O O r O) 0 (f) N CO O 0 0 LI -)• O V O O I- N 0 O N O 0 0 00 0 0 C) O (0 co O O NV r r ( 0 0 0 00 O O cy 0) 0 Cast Votes: Over Votes: Under Votes: O 00 ( O 0) • LO 1� N LO O r O O !OC) ✓ IAC) N_ 0) N N O 0 ✓ !O (0 C) ✓ I() CO V O 0 0 0COO ci O • OO (0 O C) O O O) I- 0 T -- CO O o o o co O a O) O O O O0 1� CO 0C) N 0 0) I() co O 0 0 000 O O O Cast Votes: O Over Votes: Under Votes: O O LC) (f) LO CO O O (CO C) I- N 0) O N 0 0 0 O N O (C) CI CY) V C) CC, Vote For 1 o 2 O O O M O U — 0) V CO C) 0 0 E 0 0 0. E r R O. R U v R c O R N_ R 0 A 0 - Cn 0 O N N C i IQ O O ` O( • 0 O O O O O O) N 0 N (`O) O o 0 co O 0 o) O O co O O I� • LO O 0 0 N- 0 N C) O (0 O) I- 0 ((') cy O O 00 0)00 O O 0 O 0 O Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q O C O N 0 R O F O .0 W W 0 00 N .0 Candidate Precinct 040 (Ballots Cast: 1,514) O O - cy)O O ( N 1� O N • (O O cU co () O) CO N— C O N CO 1.0 O 0 0 0 0 O - O N0 CO co ( ) 6) O O v CO (o 0 ((00 1.0 N N V O 0 0 0 0 Ln LI") O 0 ✓ LL) O O N 1- O) O O N CO - I,- CO 0 CV N O) Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q N U C U N 0_ O N Tr- _ O 7 d c.) O c o O Z II O • 0 0. ttl a cD • W R O F O N W W N .0 Candidate Precinct 041 (Ballots Cast: 74) O O O O L L • 0) N LL) LC) CO O N.: r r r c- c- L() 0 0 CO V O 0 0 0 LID LID LID LC) 1� r N N 06 O O O (O (O N N O O O C) 0 N. O O O 1- O N 1- N 1,- 0 r LC) O 0 0 O O 0 O 0 0 O O O O (NI M O co O 0 0 0 0 0 0 CO CO V CO N 1� V C 1� O Ld C) O L() LC) r- V (N 1- V Lf) N O 0 0 0 0 0 • O) V L() (O V co N O O C) V 1- O (O r N — CO Y- 0 O (O CO CO1� C) O O O 0) 0 O) O O O 71 - Cr) O) O CO co () O 0 0 O O O Lf O LC) co (O V O co O 0 0 0 0 0 LOO 'Yr CO V ON) CO ✓ O (O O r N 71- r- 1- V co LC) ( ) Y - c.] O 0 0 0 0 0 0 C x-0 0 O O N N O) O O O - N LC) CO N 0 CV 0 ( O O ..O O LC) (O co co 0 (O N O 0 0 O O O O O O (O V O O ✓ LO 1ID N L() V C) C) N O o CV CO CV co LC) V O O O CO N O 1- 1� V O 0 LC) N O 0 0 0 OLIDO 0 LO N O 1- 1� N O O N O O N 1� ✓ LC) (O CO (O 0 CO N O O N 1� • CO (O CO Cr) O O (COO 0 CON Lf) O V N- N (O 0 CO LC) 00 0 0 OO 0 1� O inN I� (N CO O Cr) O ( 0 0 0 0 0 0 L 0 0( 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CO(O C) V (O 0 1- 0LC) CO (O N CC) ) 0 N- CO (O CO LC) CO 0 CO 0 N- O C) O 1� r CO CO 0 1,- LC) O r CO O x- CO x- 0 CO O LC) 1� CO O O CO O 1� N O O V LC) CO 0 • C) N O O 6) Lf) Lf) N (O N C) LC) O V C) L() O O 6) V Lf) O O 6) co C) O O 6) • N L() (1 co V LL) N c V 1- N (0 CO r N r N r N N V O) N r 0 r L() LC) (O N V CO 0 O) V N N- CO 1"- 0 r 0 N- N- (O 0 r CO V 0 N- CO C) CO o000 LC) O LC) O N 0 (O 0 C • C • 7 0 r C oo C (0 .0 U • c = 0) .D • COZ OJ U O T R O 0 0 000 O O O N N 0 N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 OR OR O O COC) CO CO N V V N V ✓ V 1� • N N N N CO CO N C) O 0 0 CD 0 CO ✓ O 0) V 0 (O Cast Votes: Over Votes: Under Votes: O 0 0 0 0 0 0 0 0 1. O O O O LL) N O O O N N V N LC) 0 0 0 N V CC, Vote For 1 O 0 0 0 0 0 O O O co 1� O co Cast Votes: Over Votes: Under Votes: O 0 00 (O CO LC) CO L N O U U 0 N c 0 0 U_ 0 0 O 0) N C r Q O 0 0 0 0 0 O O O 00 N O 0 N Cast Votes: Over Votes: Under Votes: CC, Vote For 1 ',Fee 0 0 0 .00 O O 0 O O O O O LC) Li) co N 0 U V V N 0 N V 0 a 0 e N 0 0. e r R 0. R U 0 R c O R N_ R Et d 0) NO .c71 Li Q Cast Votes: Over Votes: Under Votes: 11/05/2014 O c O a) C O Q 0 O C O N 0 R O F O .0 W W 0 00 N Q Candidate Precinct 041 (Ballots Cast: 74) O O O O LO L() 0 CO CO N 0 1� (0 ( O O O 71- '1' V CO N N O 0 0 0 0 CO(n0 0 O O C) 0 0 O 0 ✓ L() 1- N O 0 0 O 0 0 0 0 0000. . O O O N O r • V (0 co O O 0 0 O) O 0 0 0 0 000 o 0 0 Cr) N L() 1� 0 CO Cast Votes: Over Votes: Under Votes: 11/05/2014 O co O a) C O Q (n O C O N 0_ R O F O .0 W W 0 Q Candidate Precinct 042 (Ballots Cast: 212) ( O O O O V O 0 LLQ V O O Lfi A O L(i r-- 0 O LL) CD 0) CO N 0 0 0 0 L( CO CO CO CO V N I-: O O C) N C0 I- 0) CO CO CD O O O O 0 • O O O L() O O O N O C) O 0 0 0 0 0 : O CO O L() co O 0 0 0 0 0 0 0 00) IN O V 0 0 0 C O O (O r - O N N (o O CO CD CO LC) O O CD 00 0 000a; 0) 0 0 0 O T R N. 0 Cast Votes: 0 V Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 CO LL) CO N CO Lfi 1� r Lli O L() N N N (0 CO 0) 0) 0 N N 0 N O 0( 0 0 0 coC) 0 O N O N I-- N co L() V 0 r N O LL) N N C) V LO V V O 0 O 0 0 0 0 0 IN N LO CO CO 00 LO CO LO CO O 0 O N (0 O N- L() N N N co co V I- O V co O 0 0 0 0 0 • O000L� Ov000(h () CO 0 CO CO ( ) O O O • o V O L( O O 7 0) V N 0 71- e 0 0 0 O 0 (00 L() O L() V O O 0 0 (0 • 0CD CO C O C0 O co CO 0 N N N Cast Votes: Over Votes: Under Votes: O O LO N I. -- co O O CO (`N) O 0 CO CO L(') IN N CD N O 0 co 1� N O O 0 0 O O O CO N CO N CC, Vote For 1 ( O O CO V 0 LfL O O C) 1� N N 0 0 O LC) O 0 0 TN N 0 IN O N O r N O O CO O 0 0 TN CO 0 CO O O ()) O 0 L() Cast Votes: Over Votes: Under Votes: O O 0 0 cc: N Cc) IN 71- e o o O O 0 O (0 co CV C) O 0 CO O CO O CO CO LO ( 0 (0 n O O ( oma) 0 (00 • O L() 0) 0 0 N 0 N 0 0 0 0 00 0 O L() 0) O (0 CO 0 0) 00 V 0 Cast Votes: Over Votes: Under Votes: • O N IN N V LL 0 0 0) O O N- CO CO C- N) 0 0 C) C- 00 Lf V N - 0 (0 N CC, Vote For 1 O O O • 00 (00 O 0 0 00 0 LLO O L() 0) e O (0 O 0 0 O 0 O N O 1- 0) O IN CO O o 0 0 0 0 0 TN (o g 0) o m O U N N N V 0 C) 0 0 d E 0 0 0. E r R O. R U v R c O R N_ R 0 A 0 O 0 Nci Z Ii Q 0 N O O. Cast Votes: Over Votes: Under Votes: 11/05/2014 0) C O Q O C O N 0_ 0 N _ O c.) o co Z II o • 0 0. ttl a) cD • W N R O F O W W Candidate Precinct 042 (Ballots Cast: 212) O O OO ( OL LL) C) 00 O 6) V O L() I� N 6) O 0 CNI V LC) N O 0 0 0 0 O V O L O O L( O V N. N O) O 0 0 0 0 CO CO 0 N CO 0 CO C) (O C) O (O 1. N 6) O N N O (O (O N CO O 0 0 0 0 71-COCOCO CO oCO LL) 71- 00 CO (O V 0 Cast Votes: Over Votes: Under Votes: 11/05/2014 O co O a) C O Q (n U C U N 0 R O F O .0 W W N .0 Candidate Precinct 043 (Ballots Cast: 114) O O O O • cm co cm L LC L() co O O 1- - N CD CO CO - N CD O O O 0) N CO CO O 1- O) O71- ( O O O 0 00 0 CO 0 O (0 r (0 6) O co O O) Or- O 1.0 N CO N OO O co (3) O O N O 1 - LL) 0 E O (0 L ( CD O O LO 71- 7f V 6) 0 LO CO 0 CD LL) LO CO ( O O CO O N- O) O O I- N O co O) N OR OR I CO O O O) O CD CO 1N- 0 CD CO O O O • 0 O O O) LC) O V co 1N 0 1,- a) O O LO LO 1N N cd (0 CO (0 0 CO O O O N 0 1--- 71' V O LL Cb ( 0 0 0 ( COCO0 0 0 0 0 0 0 0 ( CU CO 0 0 ( 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O N 0 CO LO 0 CO LO N 0 N N 1N- 0 CO LL) LL) CO 0 N.O CO 0 IN - (3) CO CO V LO O V CO O CO O CO 1N- CO O.— LO N N 1.--.O N LO V CO O CO(O LO V CO O CO N V(0 1� CO O C) C) O) N O O O O O) LN N C) O CO 1- N O O O6 O O O O .— .— O CO � CO .— .— .— .—(() V (f)0 V 1- N r N CO r N CO 1N CO O V (V 0 N. co CO CO N O) O CO O O N O) ,— LO O (O O`- CD V O N O O V O N O O 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0c C) O N_ O N O V N N N CO O V O CO V LL) O LO O N O N0 CO 0 0 LO CO CO LO O N LO V N LO CO CO CO O O CO CO O CO C) O O O O O N N O r N V O (N V O (() 1� N r LL) N N O O C) O N r N O r N O N O O N O - CO V O N N (() V (() V co V (() O (() (f) CO ✓ () V N 0 N CD CO 0 O) ((') (() CO 0 V V N N CO 0 CD LO CD 0 CO LO (() 0 0 71 - LO LL) V N CO CO O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O CO 0 V CO 0 0 0 0(0 O C) CO 0 1N- N— CU N— V 0 CD COLO O 1N N O 0 0 0 CO 0 CO CO 0 CO r O N (() C) O V (() O O O O O O C) N O r r V O 10 co O) co N (() V CD N (3) x— N LO O co O O) co co co co V O O LO N CO N C • 7 c • r C o11 o C (0 .0 U O • o sn= N UD COO Z J U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 N U N 0 .0N E 0 2 R N (0 fn C s ._ E m -, 2 U O U CO 0 Cast Votes: Over Votes: Under Votes: 0 0 0 0 0 COCOA 0L N O O O c0 co ✓ CO N- O N Cast Votes: Over Votes: Under Votes: CC, Vote For 1 'O 0 0 0 0 0 O V V O co O• N CO O O 0 U N N Lf) r- 0 N U � 0 0 0 E N 0 0. E r R O. R U 0 R O R N_ R 0 T 0 R (n (1) Nci •c71 Z u 0 Cast Votes: Over Votes: Under Votes: 11/05/2014 0) C O Q (n 0 C O N 0 R O F O .0 W W 0 0 N Q Candidate Precinct 043 (Ballots Cast: 114) O O O O O (O F3 O O O C) (O L(') O V LO V CO 1S) O LNL V O 0 0 0 0 0 CCO� 0L (U O) O O L c 0 I� Cast Votes: O Over Votes: Under Votes: 11/05/2014 a) C O Q U C U N 0_ O N Tr- _ O d c.) O c o O Z II O • 0 0. ttl a cD • W R O F O .0 W W Candidate Precinct 044 (Ballots Cast: 150) O O O O LC) C) • c- O LC) N N O N- 6) 0 LO N CO O o o O ✓ N N CO O) O CO LC) ✓ O 0) V N LC) CO 1- 6) C) O 0 0 0 0 0 0 0 O O O O O V N O N L() (N 6) LL) N O L O ( 0 LC) N O O O CO N N 1- O V V C • 7 c • r C oo C (0 .0 U • c s = 0) U0• 00OZJ U O T R O O O C) 0 T-- Cc) �C) O CO 1••••• O N CD - O O C) o O O 0 O O CO O O C) O co O O O O Lo O O V Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 LC) LC) V C) C) C) 1- N (N N CO N C) 6) O C) C) LL) C) O OR 0 0 0 0 C) CO 6) 1- C) CO N O O C) 6) 0) V CO (N N N 0 (3) O (-NI 6) co N OR V COO 0 0 C) 0 0 0 CO CO CO CO 6) O Lf) C) 0) C) 6) N 1,- O V 0 V 0 N 0 CO ( ( 0 O 0 C) C N N C 6) LC) LC) N 1- 0 O O O 00 O O LC) LL) V 1� O co V O N N O 0 0 O O O O O O LC) 0) 0 O O 0 O ((00 O 0 0 0 0 O O O CO 0CI Cast Votes: Over Votes: Under Votes: O 0 OR OR 0 0 6) N O O V N N O - N 'Cr CI LL) LC) 0 1� r LC) O OR 0 0 0 0 ✓ O 0 O 0 - C) 1� LC) N O 1� LC) LC) N O O co co C) 0 1- N 0 N N O 0 0 0 0 O 6) O N LC) 0 C) N LC) CO O 1� N N O 0) O - N V CO () C) 0 N OR OR O 0 0 OR O O C) O N O N N LC) O CO N O 0 O O ( LC) r CC, Vote For 1 O OO O O (07 O O 6) CO O 6) N o O (000 N O N N O co O O V Cast Votes: Over Votes: Under Votes: 0 O M CO • 0 O C) O O 0 ((00 C) • N O C) 71 - 'Cr V N O 0 O C) O LC) O O CI O O OO 0 O O W O N O N 0 CO C) 00 0 ON 0 N- O O 6) 6) 0) 0 O CO O L() Cast Votes: Over Votes: Under Votes: O O 6) CO • N LC) N- LO 0 71- ( T -- 0 -LC) V LL) O O O CO 6) O LL) 6) 0 N N CC, Vote For 1 ( O O O 0 CO L( O O 00 0 N N 0 0 0 CV 0 COCV O LC) O O co 0) 0 O CO O L() Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q 0 0 C O N 0 R O F O .0 W W 0 0 N Q Candidate Precinct 044 (Ballots Cast: 150) O OO O0 O • (0 00 (O C) O O O N I� co O V ✓ L() CO LO r O) 0 N O 0 0 0 0 CO L() L() N 0 1,- 1� N r O (Si CO CO CO CO O CO 0 1- C V O 00 0 0 00 CD 0 7o1- oo O 0 (O O CO L() L() CO O O 0 0 CO N Cast Votes: Over Votes: Under Votes: co T O 11/05/2014 a) C O Q O C O N 0_ O N Tr- _ O T d c.) O c o O Z II O • 0 0. ttl a cD • W R O F O .0 W W Candidate Precinct 045 (Ballots Cast: 74) O O O O 0 CO O 0 LL) (O N LL) V - N- O CO 0 ) CO O 0 0 0 CO - LL) 11 O CD N LC) L() CO N O 0 0 0 LL) 0 LL) 0 N O O (0 LL) N O N (0 - V N- 0 O 0 0 0 r- O V 0 N O (0 O N 0 C) O N co CO N— 1N- 0 O T 0 O O O O 0 V O L( (0 O C) CD V 0 0 O O 0 0 LL) 0 L() O O 0 (0 O C) CO M O (0 (O 0 71- e 0 0 0 0 0 0 00 O O Cast Votes: 0 0 Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 LC) CO CO 71 - LL) LL) L() CO O V (0 CO O (O LL) V (N 0 O) LL) CO N N O 0 0 0 0 0 co co(( CO0)) 0)) C L V N (0 (0 (0 H N CV () N 0 0 0 O 0 0 0 0 0 LC) I� CO O 0 (O O O V N O) 1� O (0 H V H V co H N CO N- 0 (O LL) O 0 0 0 0 0 N N r N (0 N (0 N (0 N (0 N (NI ✓ N CO V CO N O OO 0 0 0 0 O O LL) V C O 0 O 0 0 0 O O O c0 V 0) NV 0 CO CO O L0 Cast Votes: Over Votes: Under Votes: ( 0 0 0 0 0 (0 1. 0 (0 0 (NI CO CO 1' ll) O 0 V (0 C) LL) O r r L() LL) CO 0 N 0 0 O 0 0 0 0 0 O0 CO c) O 0 (n0 O O C) O O (0 O - N LL) O 0 0 0 0 0 (N- 0 0 CO 0 0 (O O O C) O O (0 O O C) O O N N 71- N- N- CO CO N (0 0 O 0 0 0 0 0 - O O N O —00,0 - 0 0 N- 0 CC, Vote For 1 O O O O 0 N O 1- 1� ✓ 0 0 L() N O 0 0 1� 0 CO 1,- O N O) O O (O co 0 O C) 0) 0 LL) O 0 N Cast Votes: Over Votes: Under Votes: O O (0 CO O 0 co r O co O 0 V O O N N r O 0 CO O C) (O CD 0) CO O 0 0 O O O N CO N O O O co N 0 N C O (O O N 0 N O O 0 0 O O CO 0 O O 1- N • O 0 CO 0 N O 0 0 0 0 0 Od O O) 0 0 Cast Votes: Over Votes: Under Votes: O O 71- 1.6 Lf) T-- N (0 0) O 0 N 1� • Ln 1� N CD (NI 0 O 0 1"- CO ✓ 11 (0 C) 1� N CC, Vote For 1 e 0 N C 1- N N O U N T-- 0 0 e N 0 0. e r R 0. R U 0 co c O R N_ R t0 0 (sc6 To Li Q O ` O O O V 0 LL N O 1- c • O CO 0 CO Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q (n O C O N 0 R O F O .0 W W 0 00 N Q Candidate Precinct 045 (Ballots Cast: 74) ( O O O O N- N r 0CO N ID CA O O V LO N 0)) O N () 00eeee 0 0 (0 ( ) N O CO c0 co O N N () O (O V L0 CO N CO 0 1- 0 0 0 0 0 LL LL 0 O O 0.N 1� O O O co () N N 0 (O (O 0 V 0 0 0 0 0 LO 71:( o co C o co N 1� co () N L() 1- 0 Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q N U C U N 0_ R O F O N W W 0 Q Candidate Precinct 046 (Ballots Cast: 38) • L O L CO LC) CO LC) r- (O N C) N r (fl 1- ✓ (0 CO N O o o O CO 1. CO 1- C) CO CO CO CO (0 (n (0 LC) - N N. N O O O O 0 r CO 0 O CO CO O O (0 C) O (n 0 N 0 0 O O O O 0 0 0 0 0 0 0 0 O lC lC O N I.-- 0 N (0 0 Co r7 N r C o Cu_ 0 (0 U U O c 0 = 0 UD CO ZJ U O T R O O O O 0 N O 1� O L( (O N O (O co O 0 0 O O 0 O 0 0 Lf O Ln 1� N O 0 N O O O 0 O 0 00 O CO 0 0 Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 O r- r- LC) LC) L() (fl N N • V (fl 0 O (fl C) r N CO N CO V CO CO O O ( O ( ( ✓ W (n0 V (n0 (n0 O) LC) c- 0 r N r N r r L() r N 0 N N O O O 8R O r C0 O N C0 0 CO N 1� CO N O • LL) 0 (0 LC) O ✓ r N O r CO LC) r 0 O O O O O O (0 0 0 CO 0 CO C) o o C) o C) C) O LC) C) O N CO N CO V 0 CO V 0 O OO 0 N N O N N O (O co O O O V 0 L0 O O V co (0 r- O co O OO N • 0 O O V LC) O 0 CO CV 0 Cast Votes: Over Votes: Under Votes: O 8R OR 0 0 0 CO - 0 LN V N CD O ✓ O N N- O O - r 0 ✓ 0 0 N CO 0 O O O O O O 00 0 0 COnCOom0 L(') O O Cfl N O N r LC co O O N r- O O O O O O O 0 0 0 0 0 0 000000 N O O O O • CO Lf) N- 0 CO 0 V 0 O O O O O O 0 0 r -O co 0 000071:0 O O N OCV n 0 0 0 N 0 L() 0 CC, Vote For 1 O O O O 0 o O (n N r- O N r O O O O 0 0 if O L() 1� N O CO 0 (0 O O O 0 O 0 1� O (n Cast Votes: Over Votes: Under Votes: O O I.-- CO C0 CO 0 M N O r O O LL V 0 co CO LC) O O CO C0 CO (0 C) (0 co CO V O O( co O (fl O C) (n CO 0 0 CO ▪ O O N • O r- O (U (p r O co 0 N O O OO O 0 0 O O O r- • N O O O (0 N CO 0 0 L 0 O U U 0 0 c 0 0 U_ N d 0 Ln r N C To co Li Q 0 .N O Q O a` Cast Votes: Over Votes: Under Votes: O O 0 0 O O CD (0 O O 1- C) 1� N Oco 0 V 0 O O L ▪ V ✓ LC) lC V (0 L() CC, Vote For 1 O OO (N 0 N- • O LC (n N 0 CD C) O O N CO • 0 N- O (U O co 0 CO O 0. Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q O C O N 0_ R O F 0 w W N 0 N .0 Candidate Precinct 046 (Ballots Cast: 38) O O O I� 0 CO : O LL) 0) O O ✓ 0 71- e 0 0 0 LL) O L() N O 1� O m o c) O 00 0 0 c- co (O 0 v N CO O O 6) N O 1- () co 6) ✓ CA () 0 Cast Votes: Over Votes: Under Votes: co T O 11/05/2014 a) C O Q O C O N 0_ R O F W N .0 Candidate Precinct 047 (Ballots Cast: 47) O O O O N — 1� N CO L() (O O LLQ r r (O O V LL) N O 0 0 0 L() L() O 0 N N LL) O (O (O 1� O co O 0 0 o CO 1O 0 O 1- CO O L() 1� O O L() N L() L(') C) O) O 0 0 0 0 0 1. C) O o ( C co() 0 0 N O T R CO O N O CO 1,- O N CO O 1� N 1� 0 0 CO 00 0 O0 O CO 0 (O O C) 1- N O Lo CO 0 L() 0 0 0 0 0 O O 0 0 0 C) 0 0 Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O ( 0 0 0 0 LLO ((O7 O N - C) N L() - N co V O) N- C) O 0 0 0 0 0 00 0 0 0 0 0 LL') LL) O LL) LL) O - N � V C) LL) N O) 0 O 0 0 0 0 0 - LL) LL) CO CI CO CO C) V L() (O L(') O) (O N co 6) N N CO CO N L() C) O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O doddo N co N 0 0 CO 0 OO O N 0 COCSI O O O C) (O CO 0 LL') L() 00 0 0 0 LO 0 LO N C O 0) C) (O Oco N O 71- L() 0 V Cast Votes: Over Votes: Under Votes: O 0 0 0 0 0 O O O N O O O N O V O O O 6) N 6) N C) V C) O 0 0 0 0 0 O N N r- 0) O N CO N O 0 0 0 0 0 L() L() LO LL)c L() 1,- N N N N O 0 0 0 co co C) L() L() O 0 0 0 0 0 0 C) C) 0 C) 0 o ri ri o c O C) C C) O - - O - O CC, Vote For 1 O OO N 0 r- O O O) N C) 0 71 - CO C) O 0 0 (O O O (O O C) (O co O 1� CO 0 1- O 0 0 O 0 O 0 0 0 0 00 0 0 Cast Votes: Over Votes: Under Votes: O O ON) co O C) 1"-- 0 � O 6) O 0 O O L() L() 1� N LO LO O 0 O O Lf) Lf) 1� N CNI O 0 O O O 0 0 CO 0 O O O 0co N N O co 6) 0 CO C) O 0 0 N 0 N. LL') O V O) CO 0 1- O 0 0 O 0 O O 0 0 0 0, 0 0 Cast Votes: Over Votes: Under Votes: O O 00 LO LO 1- N 1� N CO O 0 O N C) (O 1- N LN 1� N 1- N CC, Vote For 1 e O O O 0 co Lf) O c O 0 0 071- LN O O 6) O) cu O N CO 0 L() ',Fee 0 0 000 0.00 O O .E0 O O O O �o O O Cast Votes: Over Votes: Under Votes: 11/05/2014 0) C O Q N (n O C O N 0 R O F O .0 w W 0 0 N Q Candidate Precinct 047 (Ballots Cast: 47) O O O 0 LO LO O 0 OO O in 0 in n N 0 OCA O 0 CO 0 0) CO 0 0 0 O 0 1� O N L() O m co o c) O 0 0 0 0 v o) o 0 of o ri o (0 N 1- r N L0 0 (O O 0 0 00 000 00 00 O 00 O 0 CO 0 CO 0 0 Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q N 0 O C O N 0_ O F O .0 W W Candidate Precinct 048 (Ballots Cast: 430) ( O O O (O O •7, - tri (C) V V L() - co 71- 1"-. 1� CO CD 0 LC) � CD N O O N O N N O 1� (O O C) N O o COC) 0 0 0 0 0 O C) (C) LO 71 - NI N O CO CO CO N C) LL) O 6) (O N N LO CO N— � N LC) r- V V OO O O 0 0 (O O C) (() V CO 0 r - (0 O O O co (O N O ✓ co N ID O 0 CD ( O O V 0 (L • O (() I- N 0 0 0 N co ( O ✓ LO CD CO 1D N LO 0 CO O OO O 0 O 1� O N N N O N co O O Vco LO V (() LL) V O On N OO ( •7,-0 O N (O O ( N CO 0N- 1 - C) O 0( ( 0 0 0 ( 0 0 0( 0 0 0 0 0 0 0 0 0 0 0( 0 0 0 0 0 0 0 0 co C) N C V 0 (O N V co (O C) 1� 0 O 0 0 0 V 0 CO CO N CO 0 V 0 0 (O 0 V - V N V O LO CO CO LO r O O N O O N- CA V O (C) LO V (C) O V CA N- LO O V • O C) Lfi V O0 ( Ln C (N) N (O O Lfi V O (n O O O V O (N) (n () O V C) (O O - V V co N � N (() S � V (f) N N I� N N CO N � L0 V 0 N (O N N O N N LO LO 0 CT) (() CD O V r O) CO V O (O C) O (O co V O (O (O (O (f) N r r LO N (1) Ci) V O 0 0 0 LO CO N 0 CO LO co N O C) (C) - co 71- 71- 71- l(0 r CA 0 N 0 0 0 0 0 0 (O I� O CA CO LO LO N. CO CT) V N CO V N (Ni N 1- N N COco cq co V V CD N CD CO N CO V O 11) 11) N CO 1- (1) N N r r r r () 0 0 C) N 0 0 0 ✓ V • N CO ✓ (O N ✓ co N CD (- (0 COom O 0 0 0 O 0) ✓ (O (O CO CO 0 CA O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 • LO O NCS) 0 N V 0 COC) CON- CO110 N CO C) 0 CA COCA 0 O O (C) N LO 1-- O O N N 0 C)0 (O V O (C) N O CA O O 1. O N C) 6) O (O (O O C) co co (C) V N V O O (O C) (O O C) - co co CV (N (O co (0 N CD CO CO CO CD CA CO CO CD 0 r (0 CD (0 V N V CD 0 CO N 0 LO 1� 0 CO 0 (O CD 0 r N V CV (N CA (O N CO V 71- c C n • C 7 c r C o C CO .0 U CD 2 CO 2 c _ = 11) U co Oco Z J U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: 0 0 00 N 1� (0 71 - CT) CA CO CC, Vote For 1 CO 0 71- 0 0 0 0 0 0 N o CA O o 0 0 O N C) CO CD 0 CO CO CO CO 0 U N CA N. CD 0 r V N V 0 0 0 E N 0 0. E r R O. R U v R c O R N_ R tr T Vas — N6 Fri O N O O. Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q O C O N 0_ 0 N _ O d c.) o c o Z II o • 0 0. ttl a) cD • W N R O F O .0 W W Candidate Precinct 048 (Ballots Cast: 430) O O O O O O O (O O (h L() ✓ L() CO 0 LM - N (0,1- • 0 ( 0 0 CO N O CO L() V 1- O N v in (o co LO o C� N O 0 0 0 0 CD 71- O - CD COO CO - N O O 6) • L() 6) CO O O 0 0 0 0 N CO LO L() V N O r O O 6) O O L() V 1- N L() N. N 0 71- 8 0 LL 0 0 U U L 0 O 0 0 J a U O N R (1) M N Li Q O Q a` Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q N U C U N 0_ O N Tr- _ O 7 d E E O c o O Z O 0 Q tti a cD W 15 .� O n CD L r� O fC a O NN L �L Q� U E cn Q 0 Z 0 0 I A >+ C U O U N CD o (h C.) (v (h CD 10 O O Z co II 11 N N (� (h O r 0 O O O 10 00 O 00 O (D - C6 Cp LC) 0 N O i O 0 E N To E Z � O � H Z R O F O .0 0 W W 0 .0 Candidate Precinct 049 (Ballots Cast: 351) O O O O CO CO V LL N V (0 LL) V CO ' 0 0 O O ( O L N O O71- In O V 0 O 0 CD CO V rco 7r0 r O O O O CO V 1.-- N- �N- O I� O V 0 0 0 V CO CO 0 0 0 N CO 0 O O 0 O V V c7 r V CO 'Cr ( 0 N c a7 0) r c oo C (0 i7 U c 0 = 0 UD CO ZJ U O T R O O O 1� 0 CO O CO O O O O CO 0 CO CO C7 0 0 0 CO 0 1� co O V O L c C O N 00 0 O 0 O O O) N O r- 0 CO 0 V O r Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 N 0 N 7r LL N (0 V N N 0 V 0 0 0 V (0 0 N N N N V CO LL') 0 N y— 1� N 0 0 0 0 0 0 0 N LC) 1- (O N N N V 0) 0 0 C7 0 LC LC) N (0 0 0 0 0 0 0 1� V 00 V O 0 O • (`') C7 O CO O 0 0 (0 (0 N CO N O V 0 0 CO r (0 0 V 0 OR OR 0 0 0 N LC) O r- N LC V 0 O ci co CO CO 0) N CO 0 N O O O O 0 co (0 O 0 O O 0 0 0 O f� 0 V O (0 LC V O 0 00 0 0 (00 (0 O 0 00) 0 CN') N N CO 0 0 LC) Cast Votes: Over Votes: Under Votes: 0 0 0 0 0 0 N V CO r- N 1- N co CO V N C7 O O) N LL') N r- 0) 0 0 LC) (0 (0 CO v- .-- N N 0 0 0 0 0 0 r- CO 0 CO 0 CO LC) CO O Y- V (0 N O (0 N CO Y- Y- O r- CO (0 CO (0 N V 0 0 0 0 0 0 N if 0 r V O 0 LC) (0 N (0 N V O O N 0 co 0 N (0 0 0 0 0 0 0 r V (00 CO O V O O) V O 1� V N CO V 0 N CC, Vote For 1 OO O O 0 0 V O LL') CO LC) 0 (0 N 0 0 0 CO 0 N N O c 00 0 NCO (0 0 CO 0 O (0 O 00 V O N 00 0 0 0 00) 0) O O 1� O N Cast Votes: Over Votes: Under Votes: O O 1� CO 1� N O LL V CD LO 0 o CDCO CO 0 O V (0 O O O O 0 O CO O 0 LC V CO N- O CO 0 0 CD CO 1� N lC) V LO L 0 O U U 0 0 c 0 0 U_ N d O Cn r N cL_ Toc co Li Q 0 .N O Q O a` ( O O 0 0 CO N O 1- 0 CO 0 CO 0 N ( 0 0 CV 0 COCV O N F5) com O 0 0 0 (00 0 CD N O 1- 0 CO 0 CO Cast Votes: Over Votes: Under Votes: OR O CD ( V O LL V LO LO ((0 0) ( O O C f5 V 'Yr CO LO O O 1.0cqO V LL) CC, Vote For 1 O O O I.-- 00 CO O N 0 0 0 O O O CO 0) O co N 0 LC) O r ',Fee 00 0 0 O O (00 O (`o') O O0) O O UD LID O U N CO CO CO 0 CO V N 0 0 d e 0 0 0. e r R Q R U v R c O R N_ R 0 d rn N zcz Li Q O O Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q (o O C O N 0_ 0 N _ O d c.) o c o Z II o • 0 0. ttl a • W R O F O .0 w W Candidate Precinct 049 (Ballots Cast: 351) O O Oc. O O 0 0) O in O O 6) N O r (o () o) 1.0 CD N O N N ( 0 ( 0 0 x- 0 r O N (7 (O O co () o) CO v 0 css O 0( 0 0 csiL() V N0 CO O (o Lf V 6) 14) O In 0 CNI Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q 0 U C U N 0_ R O F W Candidate Precinct 050 (Ballots Cast: 154) OR OR O O N (O N r- N (O N CO • O r • N Lf) (,) () N V CO OR o (O r (O N R OR ✓ co (O N O) Lf) C) co Lf) O O O O O CO O O O Lf) V CO. LL) V N • N Lf) CO C) O O O O C • C • 7 c r C oo C (0'0 U • c 0 15 N UD CO J U O T R ( O O (O OV O co ✓ O L() co o O O C) 0 O CO N O rn Oco 0O O 0 0 O O O O O O O O (() 0 0 0 0 N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 • 0 0 0 0 0 Lf) 0 0 0 CO O O V r O N N r C) N N V N N N ✓ O O (O Lf) V co co V N (O O 0 0 0 0 0 CO LO LO ( CO O CO CO O r r O N LL) N N V Nr- O) O) C) V N N O 0 0 O 0 O an r O r Lf) Lf) co N O N Lf) Lf) (O O r V V N N N O) O co r Lf) N C) N O 0 0 OR 0 0 C) r Lf) up O ✓ N 6 6 (A O N r V V 0 0 N N V Lf) (O — — O) O OO O ON O O C) O co (O C) N 0 0 (A N o O O O O O O O O Lf) V O 0O 0 0co CO CA O O O co 0 0 O) V 0 0 o co O co N 0 V N Cast Votes: Over Votes: Under Votes: O O O 7r 00 LL V Lf) N cq () V N C) N CO ✓ L() N O O O 0 CO O 0 CO C) O) (O co v O O O O) O O O V Lf) ✓ C) N CO V- V- O O O I.-- CO 0 (O CO O (O (() O - N C) CC, Vote For 1 O O O LL 0 V N O ✓ N O CO N C) O 0 (0co N O) O O r N r O CO • O O) Tr O 0 0 0 0 O O O 0 CO 0 CO Cast Votes: Over Votes: Under Votes: O O • O CO v - • N (O CO O) V O O ✓ L() • O (0 co O 1.0 L N ✓ N rLO C) O 0 O O O N- 0 O O O N 0 ✓ O L() O) 0 0 0 N ▪ 0 r C) O (O (A (N() 0 - 0 Cast Votes: Over Votes: Under Votes: O ( ✓ 0 ✓ LL) (O CO O 1.0 L CO CO N r (O C) LN C) ( O O O CO ✓ O L() (A 0 0 0 N • 0 •7,- C) O (O (A 0 0 0 O O ✓ L 0 71- C C) (O N O (O CO O) () O) (N() 0 CC, Vote For 1 0 00 0 0 O O O 0 CO 0 CO E O O C) O (O 15 co N CO 0 U (/) CO N 0 0 N 0 a 0 E N 0 0. E r R O. R U 0 R c O R N_ R (0 T V10 Nci Li Q Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q (n O C O N 0_ 0 N _ O d c.) o co Z II o • 0 Q d V • W R O F O .0 w W Candidate Precinct 050 (Ballots Cast: 154) O O N CO ✓ LL) L0 V CO CD O O O O O � O 7 O LL) (O 0 N O 0 0 0 0 CO Cs1 CD • N N 0 r ri vCO • (0 rn v co m O 0 71- I°. LQ'Cr cci co CO N 0 ( N LCV 0 N- O 0 0 0 0 1� N c (O O am') N N O O 1� N O) CO CO 0 0 LL 0 0 U U L 0 O U_ 0 J a U O N R M N Li Q O Q a` Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q U C U N 0_ O N Tr- _ O T d c.) O c o O Z II O 0 0. ttl a Ce Cfl W R O F O W W Candidate Precinct 051 (Ballots Cast: 400) O O O O CO N M 1� O Cr). `71- v- v- 6) 0 co 71 - CD V O r co O O o 0 O V LC) x- N 6) T -- 7f V (0 N (0 N M V CO CD 0 N LC) O 0 O O N- L L V LL) 1� r LL) 0) O r V N L() CO N CD OCD 0 0 0 0 0 00 O 0 LC M O N N L() M N (0 N C 7 c r C oo C (0 .0 U N 2 N (0 c = N UD CO ZJ U O T R O O O O O O O O N- O M co CO 0 N CC)) Lf o O O 6) 0 1� O N Lf O V CO c O N 0 0 0 0 CO CO 0 O O (0 Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 CO LC) 0 6) CO 0 O CO r CO O CO N N O N N CO CO LC) CO 6) N CO 0 0) r() LL) OR O 0 OR 0 O (0 CO 0 (0 0 6) N N V N- O N M 0) O O 0) 1.: N N (0 V M (0 V LC) M T -- OR - O O OR ( 0 O CO V x- 0 CO V O V V O N- N (NI O CO CO CO CO CO LL) V CO CO `71 - OR 0 0 0 0 o O N 0 1� N O LC) O N- CO CO V 6) Lf) O (0 N 0) N CO 6) V 6) CO O OO 0 co 0 in O O 6) LC) V LC) 0 LC) 0 0) o O O Lf) O V O O 6) LC V CO O NO N N 00 0 0co LN LN N O r LC 71 - CO M 0 N N CO 0 0 Cast Votes: Over Votes: Under Votes: O 0 OR O OR 0 0) 0) LC) r CO CO O N r V M O O M M N V M LL) V V 6) L() r O( 0 0 0 O 0N.) O C) (0 L 6) LO) CO O V T -- c5 O M N r- LC) (0 C) V N V N C) 0 0 0 0 0 0 0 0 0 0 0 0 N CO CO CO N N c N O (0 r M N V (0 (0 V V M (SI CO OR O 0 O 0 O LL) LC) V CO N V LC) CO CO O 6) () O (0 N N LC) 6) CO (0 CO CO CC, Vote For 1 O O O O0 N r 6) O O N (0 co M co o O o CO 0 (M0 O N N O LO CO N 0 N V Cast Votes: Over Votes: Under Votes: O 71- ( N O O co CO N N o O CO LN O LC) `71- 0 0 0 1- O O 1� N V LC) (0 CO COCO CO V O O CV 05N co co O O O O O 6) O co (0 O 71- e 0 0 0 O 0 0 O O O 6) r O 6) N 0 CV c— 0) O CO Cast Votes: Over Votes: Under Votes: ( O co co Lcd V 0 V N o (0OR V (0 LO N LC) V CD r O O CO LO 6) O LC V LO CO 0) CC, Vote For 1 O O O LO N 0 r O O CO CO 0 r- 00 0 CO V 0 LO. O O co M 0 N- Cast Votes: Over Votes: Under Votes: 11/05/2014 0) C O Q 0 O C O N 0_ 0 N _ O c.) o c o Z II o • 0 0. ttl a) cD • W N o n d d a r a 0 N(NI _ L �L w U E Q Z 00 • a oma, U o U rA o d o m C) N co CD • N • II II N N CO O co - O r O) O • p Lc) co o co o Ln Ln (n N N O ▪ > > 'C � N • 0 E N Z �o E o Z R O F 0 W W Candidate Precinct 051 (Ballots Cast: 400) O O O O O O) O O O O LO (O O) O L() V CO (0O V 0)0) O 0 0 0 0 co csi• N N O CO 1: NO LL) V O) CO LO CO COC0 O 0 0 0 0 00 CD O N 0 r LL) V N O 1- 71- LL) co CO CO L() O Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q U C U N 0_ O N Tr- _ O T d c.) O c o O Z II O • 0 0. ttl a • W R O F O .0 W W N an.0 Candidate Precinct 052 (Ballots Cast: 195) ON OrN OO O O O O O O O O ( O O O O O O O O O O OO OCA OV O ( O O O O O O O co 0 r 0 CO LCN N 0 CO N VON LC0 CA LQ CO 0 CO LC- CO LC0 O CO CO O Co o V O 0 O CT) CO N CA N CLC0 V (A co 0 N N NrL() O Lf) O N CA O N N O CO LCLf) N co N N O I,- 06 N O) O L) N V T-- N CO CD CO CO O 0 NCO 0 CA r 0 CO CO 0 N V 0 - r O N CO N CO V CT) V LC) N N r CO r (0 0 V LC) C) CT) V r N CA LO N - V O) N V LL) LL) LC) c7, (NI V (O CV V LC) O 0 0( 0 0 0 O N 0 0 0 0( CO0 0 0 0 0 0 0 0 0 0 0 0 0 ( NCON CO0 0 0 0 0 0 0 0 ( N N LC) N (fl 0 LC) C) O 0 r Or 0 CA (fl 0 0 CA N 0 0 0 0 N CO CT) V CO V L O LC) CO N LO CO N CO V O LO N CA V co CO Cs) N O r CO CO LC) O 0 N r LC) O V . V N V CO O C) r C) O lC) r lC) N O r C) N O() C) O O (A N r r O N (O C) CO O O N CO N (" N V co co N r N N CO C) N ✓ V V CO p co N O V (O N p r CA CO LC) CO CA CO r p rn C) V p N r CA (0 O O N LC) CO V N C) N N Lf) C`7 N N N N N LC) N CO O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 LC) CO V N CO 0 N L() 0 N CO 0 (N CT)(fl LO O CA 0 L() 0 LC) N N N 0 (NI L() LO CO 0 N ✓ O CO CO O CO CT) CO CA O V LC) CO O N N CO LC) LO r O CO O CO V LC) O CO CO CO O N CO 6) V CA O N N O) V V N C) LC) O V V r N N CO O N O r r N O N CA 0O N N LC) 0) N .- .- .- .- LC) V .- .- N ,- N N r (NI 0) (O CO C)) ✓ CO V (O N 0 (O CO N r r V V 0 0 CO O (O r LL') 0 (O 0 N N V N 0 (O CO CA N 0 (O CO CO CO N ,— ,— CN CA LC) .— V .— (O V ,— (O O 0 0 0 0 CO CO CO LO CO CO CO O O N N - N LC) C) LC) V N C n • C a 7 )n r C oo C (0 o d 2 m 2 c _ = (U U D co Z J U O T R V 0 r Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 CA N r CY) CA 71- 71- CT) LC) V CO CO O CO 0 0) • (NI CN () CO 71 - To m O) 45 C6 2 m O N T OI 0 R (0 = -O d' LL E 2 • C '06 U N Crs u(3 6 C Y _c 0) co CO E 0 0 Q 2 2 co.) 7 O U LO O NV Cast Votes: Over Votes: Under Votes: O 0 0 0 0 0 0 0 0 — (fl O O LC V ( V N CD 0 0 CO (0 CC, Vote For 1 Cast Votes: Over Votes: Under Votes: co T-- N O r L N O U U 0 N c 0 0 U_ d O 0) N ToC cn r 0 0 0 0 0 (3) N O N co r O V N Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Fr --9 0 0 0 0 CO o co O co r cciN N N 0 U N CA r CD 0 LC) V 0 a d e N 0 0. e r R 0. R U v R c O R N_ R tr d (n N • N C Z Li < 0 O 0. Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q 0) O C O N 0_ R O F 0 w W N 0 N Q Candidate Precinct 052 (Ballots Cast: 195) O O O O O V (C N O F (() ci V CO 0) CO N 0 C) N O 00 0 0 in N (O O CCI O 0) N O r (( V 0) CNS) C) ((00 O LC) Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q (n O C O N 0_ O F O W W N co Q Candidate Precinct 053 (Ballots Cast: 168) O O O O N 71 - CV N LO (0 LL) O N C) 0) (N N N CO O O O O 00 O 0 CO O O O 0 0 0 0 0 O V O V(0 co (O N O N V 1- CNI • I- V I- O • V V V V N O O O LL• O V co O (0 LL 71- 0 O O 71 - CO C) N N O O O LO CO 00 LLL • IN IN LL) C) N 0 0 • LO O O O LO 0 V N O N N 0 (O () CO O O LLO V O IN N (O CO 0 'Cr OO O O O O O O O O I- lli 0 O 00) 0 U5 7f (O CO I� 0 0) LO O O O O00 0 L.1� O N CO O 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 e 0 0 0 0 0 ( 0 0 0 0 C ✓ V 0 ) r CO0 C) C) LL) 0 C) 0 0 0 0 IN CO0 C) 0 N LL) LL) (O O- C) 1� C) 0 r IN CO. CO LL) C) O (O LL) CO O LL) CO N O O O IN O N LL) O V C) (O N O LL) V LL) O V . O r O W O 01 I� r ll) 1� O O O O LO 0 0 LL) O V ('UV0 O N 10 N c0 O O • ll) � N � N � � � � ll) ll) LO V I� N O C) 6) (O C) CO LO 0) V CO (O O O C) C) N O C) N 0) O 0 C) (O (O LO O V LO 6) o r N 0) V r- co N N N N N N C) N (O N LO LO N I� O OR OR OR N- N O O CO N LO LO (0 N LO LO - N LO 0) NI 0 C) V 0 IN LL) N 0 0 0 0 0 O (07 CO CO CO C) O co (O V CO N N (O CO 0) 0) (O 0 N N 0 0 0 LO LO N- 0 N O N O co CO 0 0 O 0 0 0 0 O O O CO O N LO O) 0 N N O O LO 0 0 0 0 0 0 0 0 0 0 LN CO ( 0 CO CD 0 0 O O L N N O N.: N (O O C) (O CO CO (O CO CO IN IN V 0 I- (O IN C) 0 CO C) LO C) LO O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C) (O 0 0) (O 1N Lo I0 V 0 (O N C) LO LL) 0 LL) 0) 0 0 O.- C) ll) 1� O N CO r ll) r V O LOCO LO 6) O O CO 1� O N O coLL) LL) O V N C) O N C) O V O0 CO C) N.:O O 6) • N Lf) O V co N V .— N .— V LO LL) N,— CO (O C) CO O N LO ,— CO 0 C) N,— C) CO N— C) CO 0 LL) 0 V C) N -O V 1.-- CO 0 C) N C) c- c- c- c - O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 To O) 0 R 2 R O N T OI N O 0 R R = -O d' LL R C E 2 00 U N Crs (n O C ' t 0) co co E 0 0 0 02 U O U Cast Votes: Over Votes: Under Votes: CC, Vote For 1 N U N 0 0 .0E 0 2 = R 0 g fn d C .0._ E m -O -, 2 (71 O U Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: CC, Vote For 1 'O 0 0 0 0 0 0) O 0 0 O 0 N O O 6) LL) V N 0 U N O) 00 • 0 V tie') 0 0 0 E 0 0 0. E r R O. co U v co c O R N_ R 0 T — N R 0) Cn N zcn Li Q .N Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q 0 O C O N 0_ R O F O .0 w W N 0 N .0 Candidate Precinct 053 (Ballots Cast: 168) O O O O O N4) CO 0 0LO 0 O 1� LO N r O N LO V CO ( 0 0 0 0 c0 0 O C7 (O O N L() V O v CO o O 0 0 0 0 CO ,-000 CO — O O 6) LO V CO 0 I� Cast Votes: O Over Votes: Under Votes: 11/05/2014 O co O a) C O Q O C O N 0 O 2 d d a r a O (NI _ L �L w U E Q Z 00 • A U O U rA o o � C) N co CD O N • II II N O CO cr O r O O p LI) (h O ( O (D- 00- C0 LC) Ln iii (A ON N ▪ i N • 0 E N Z To EO Z R O F O N W W N .0 Candidate Precinct 056 (Ballots Cast: 170) O OR O O N N LC) 71 - LO LC) N N CT) ✓ N (0 (0 N LC) 0 N CO CO O o O • 0 N V LO O LC) O N (0 C) r N LC) (0 04 COC) L O O O O ✓ C 0 CO - O O (A • C) O cc; C) LC) V 6) CO LC) N O O O OO) • O N ✓ O L( (b ✓ 0 (0 V N O 0 0 N 0 co in O ✓ O In (n r CO O O 0 0 LC) 0 LC) O CO (0 O C) co CO 0 O) L( O O O 0 L0 N C) N C CO CO V LC) V N CO N.: r LC r (0 LC) (N CO (0 (0 C) LO V V V V 8R OR OR OR 8R OR LC) V V 6) N Cb N C) N 0 N N O OR O 0 o O O r LC)vror LC) CO. O N CO N (0 r (0 C) V N N LC) O) (0 LC) C) N ( O O N. 0 N O Cb lC V ✓ 0 (0 O V N N O OO ((0 Oco ( ✓ O N 71- 0 O O 04 csi co T.- r O CO r O O ( ✓ CO r 00 O• C) r LO (0 LC) O O O ((0 O V ✓ C) Cb LC) CO V 0 LC) C) N O C O 0 r 0 O V (0 N LC) LO O) O) O O O 0) N O LC O V ✓ N CO 0 N O 00 N 0 N- O O CA r CCC) 0 CO CNI OR OR LO V CD CO ✓ N OCO V O 71- ( CO C) • (b CO CO LC) CO • N O ( ✓ CO ✓ 0 r N VLO ( O O O 0 0) r O N (b CO 0 N V N 0 0 0 0 O)O - (fl O C) co CO O N- r - CO 0 N- 10 O 0 o O O O 0 LOR C) 0 0 O 8R OR 0 CO 0 O O o 0 o O O O O O O O O tb N V 0 LC)V N 0 V LC) O LC) O 0 O L() 0 LC) CO CO N O O O O r COCO 0 O CO O N lf) N O O LC) V CA O O Lf) Lf) N O O O O O V V co O N O r N (0 (0O C) O 6) O O O) (b (0 V V LC) (0 r N r N (0 • LC) O r O V V C) V LC) O r 0 (0 C) N v- (0 O L() N LC) r O V N C) C 7 N r C 0(1) CO .0 U N 2 CO 2 c0 0 N UD COOZJ U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 N 0 N 0 N E N 2 = R N g fn CT5 d C .0._ E ° -, 2 0 0 O U Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: O O T.- CO CO (0 cd v- (0 C) 0 71- 8R 0 0 LO 0 LO N r (0 C) LC) N- 71- N O OR 71 - CO CO • LC) T.- N ()LO CC, Vote For 1 O O( N O N- N O (b O O 0 LO O O 0 0 N Lf O V co CO 0 T. - LO 0 00 0 0 0 O O N 0 CO r N Lri O) O V 0 U N L() LC) 0 0 N 0 a 0 E N 0 0. E r 0 O. R etU 0 R c O R N_ R 0 T N R (n N zcn Li Q Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q (n O C O N 0_ 0 N _ O d c.) o c o Z II o • 0 0. ttl a) 0. W N R O F 0 U W W Candidate Precinct 056 (Ballots Cast: 170) O O O O O (6 C) N O 1. O 6) (0 O ✓ in CO O O L() CO LL) 0 LL) V N O 0 00 0 N- 1,- N CO 0 CO Ln V C) O (6 co m co LO LO N V 0n o V O 0 0 0 0 co Cs1 O O 1� O CO N O O 6) CO (6 6) CO CO (3) O (6 N C) L() O 0 LO LO 1� N CO (6 CO L0 CO O L0 Cast Votes: Over Votes: Under Votes: 11/05/2014 O N _ O d c.) E O co z II O 0 0. zl a a..i W .5 O 'a L a ‘-`r O N .L Q� U E t a0 z 0 O U 0 U N d 0) z O O 0 O I I 0 O 0 O 0 O 0) 0 O 0 N Ct (0 0 0 O N 0_ 0 N 0 R O F C O W W Candidate Precinct 057 (Ballots Cast: 175) O O O O 0 N C) L() O L() 71- 71' V co O N L() O CO 1- 0 N CO CO O O O 0 CO LO O V 0 O 0 L() 0 0 L 0 L L L 0 0 0 L() L() L() L() 0) 0 N N N N CO O O 0 0 N CO CO O r- O O 0 0 0 0 0 CO 0 N C) CO L() N 0 O C) co L() T-- 6) (3) N 0 O O 0 1- 0 6) L() 0 0 0 0 0 0 0 N— 0 O 1- 0 N 0 0 V O L() N — L() 6) V N (3) C) co.n a7 c0 r c o C 'ES c _ N U 0 m Z TD J 0 O T R CO 0 Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 T-- O r CO C) V O I� O 71 - cd 0 (N N00300 CO O L0 0 V V N 0 0 0 0 0 0 C) C) N C) N T-- CO 10 L() N 0) N N 0) r 6) N N 0) O LO O 71 - CO C) 0 N N 0 0 0 0 0 0 0 0 0 N N N CO L() N CO CO N 0 6) 0) O O 1� N N 0) 0) 0 0 1- N N OO N 0 0 O tio 0 N 0 CO r- 01 N 0 0 0 CO 0 O L() O V L( 71- 7, 7, O O 1- 0 0) O O O O co Lfi O 71 - CD O CO L() O V N 0 0 0 0 03 O C) 0 71 - LO L() L() C) N 0 0 0 0 N N O 6) 0) 0 0 N N O O O CO 0 L1 fi O O O I- N 0) 0 O 0 0 CSI N 0 CO N O n: 0 O LO L() O ( M O 00 00) O 0 0 co csi (3) O CO 0 O (`NLO ') 0 0 CV 03 O O 0 O CO ( O O O 0 71- O O 0) 0) 0) 0 CO 0 0 0 O O 0 0) O O 0 0) 0 1- 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CO 0 0 CO 0 CO 0 O CO CO V CO 0 N 1.- CO V 0 O CO L() L() CO L() C) O CO V V CO O CO CO C) 1� O N C) N N O C) O co O 0 V O L() C) N V (0 1.- N r N O CO 6) (00 C) L(') C) N V 0 CO 0 CO V 0 (0 N O N 0 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 CV U N 0 N E co 2 R N (4 c2 d c E m -O -, 2 ) 7 O 0 Cast Votes: Over Votes: Under Votes: `O LL N O 0 0 c 0 0 U_ N U To O 0 Li Q 0 .N O Q O a` CO 0 Cast Votes: Over Votes: Under Votes: O O CV 0 00) LO V 0) O 0 0 0 0 0) L0f)) 0 V CO 0 0 1-- N L() V LL) 71- 71- 0 1'1 C) N CC, Vote For 1 O O O LO 0 CO N O 1- 0) 0 0 N 0 N- N O 1- 0) CO 0 Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q 0 O C O N 0_ O N _ O c.) o c o Z II o • 0 0. d V a/ d co W N o ect • d a r a N(NI �L U E Q Z 00 • a oma, U o U rA o d o m C) N c`") CD • N • II II N N CO O cri O r O) O • p Lc) co o co o Ln Ln (n N N O ▪ > > 'C � N • 0 E N Z �o E o Z R O F 0 w W Candidate Precinct 057 (Ballots Cast: 175) O O L0,.0 1� N L(i V CD r O O O 0 • O LO O N '07) O 0 Cs1 CO ( 0 0 N N O CO 71- 0 0 o 0 r` O 0 0 0 0 0 0 0) 00 O 0 0 0 of Lfi Lli O) O O (.0 O co O 0 N • LL) co CO 0 LL 0 0 0 0 L 0 O U_ 0 J a 0 O N R M N Li Q O Q O ` N- O Cast Votes: Over Votes: Under Votes: 11/05/2014 O co O a) C O Q (0 U C U N 0_ 15 .5 O CD L R r O N N .L CD U E c Q 0 Z 0 0 I A C (-) 0 U N d o C.) N 00 CD 10 O O N Z co II 11 N N 00 cr O r O) O O p 10 () O CO p 00 LC) 0 O O i O 0 E N Z O � To EZ O F O .0 W W 0 00 N .0 Candidate Precinct 058 (Ballots Cast: 561) OR O O LO O CO N CO N O (0 O V N ((i CO CD CD (N ((i CO 0 N OR o o O O V N LO V V CO 71- y- y- (O N C) N L() CO O CD O LO O O O O N CO N CO CO N V 71- 6 O r N V N LO (N (0 co O O L L OOR C) N N O N— CD CO N ( ) N O T R ( O O O OV O co N O 1- O 1-- 0 V «i o O N0 N CO O N O 1� O O O an N N N 0 (0 N Cs( O CO Cast Votes: Over Votes: Under Votes: CC, Vote For 3 8R 8R 0 0 0 0 r ( CD 0 V CO CO N C) V O C) O N N N N CO L0 CO CO CD (N N ((i V CD CO CD N N N 0 0 0 0 0 0 0 LO CO O O CO CO V O (0 C) (O (O (O N N N CO N V N V O CA C CD CO 04 N 8R OR 0 0 0 0 CO N CO CO 0 1� V LO V V Cr). CO ((i (O L() L0 y- ((i N N N N ((i CO 1.-- N- N N O( O L L OOR CO V N O (NI C) CO O) V (0 O O0 N O N O (() O o co O (fl o O O ((0 0 CO (() O V (() V O O co O O 0 N CD O Cast Votes: Over Votes: Under Votes: O O O 0 CO O Lo. 71- 06 CO — O N L() N 0) CA CON O O O CO 0 CO CO O N N V (NI CO ((0 O 'I- v - OR O ( N CT) r- CO ui L() N L() LNC) CO N O 1 ( 0�� uP V O V Cs1 0 CC, Vote For 1 ( O O 0 N LL) O V I� N ((') 0 CD cy coV 0 00 (( 0 V (0 O C) I� N 0 0 0 CO (0 0 CO O O C) N o O O 00 0 000 O O O CO 0 V N Cast Votes: Over Votes: Under Votes: O O 1� N O (0 C) CD C) LO OR O odO 1- N (0 C O CO OR O (00 COom C) (0 N O O O ( CD0 CO ( CO a0 O Nx— OO O (( 0 V ( O O ((') 0 CD 0 0 0 CO Cn0 0 ((0 0') O V O O O N N 0 (0 N 0 0 0 1.0 0 0 0 N O 4i O O Cast Votes: Over Votes: Under Votes: V ( 0)) O V 10 (O CO 00 C) CO ( O O 71- C) (0 (O CO O CD OR O (fl Cn CO O CO LO 1- CC, Vote For 1 1 O 1 O O C O O N 0 O) LO 0 O 0 COCI 0 ((0 (() O V O O O o N CO 0 r- N 0 0 0 0 0 0 7 O o O O LO V r- O csi L(i N O U N CO CO 0 0) U C) 0 0 d E N 0 0. E r R O. R U v R c O R N_ R 0 T Vas (n (n N !n C To zcn (i Q .N Cast Votes: Over Votes: Under Votes: 11/05/2014 0) c O Q (n O c O N 0_ � � O o ccs d a r a N(NI �L U E Q Z 00 a oma, U o U rA o d o m C) N co CD Ln N II II N N CO O co - O r O) O p Lc) co o co o Ln Ln (n N N O O > > 'C O � 0 E N Z �o E o Z O F O .0 W W Candidate Precinct 058 (Ballots Cast: 561) O O O O O LO LO 0 CV O O O O O C7 (0 O N () CO O V CO O W lf) 0 0 0 0 0 ( ) O 0 (0 CO V O lf) (0 CO 0) (00 0 ((00 0 m 0 0 00 0 0)) O O (0 C') N O 1- (0 co 0) O V () 0 V I,- N N 0 0 r- N O O (0 CO Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q N O C O N 0_ R O F O .0 W W Candidate Precinct 059 (Ballots Cast: 557) O O O O O O O ( O O C ( O O O ( O ( ( ( O O C O O O C C O O O ( c0 O O N- LL) 0 LC) (0 1� 0 N O O CO 0 N CO O O O 0 V N CO 00 0 N N CO V 0 (0 1� O V O O O r C) V V CO CO O LC) O C) LC) O V V LC) O O O N r LC) O V O CO LC) V O O O y— 0) co I� N 0 V O LC) O N O O) V O 6 (0 C) C) O (0 N L() CO N N N LC) V co V N I"- N 0) (O CO O) 0 (0r 0 V N 0 LC) V 0 C) 0 (0 V LC) CO V p V C) N N (O V (0 (0 L() co N O 1.0 N C) LO (0 N C) L() V N N 1.0 0) (N (0 0 LC) 0) r- r CO O) L() L() M n LL') O 0 0 0 0 0 0 0 0 0 0 0 0 ( CO0) V 0 0 ( 0( 0 0 0 ( V (N 0 0 0 0 0 0 0 0 (0 O LL') O) OV 0 O LC) O (0 LL') (0 N 0 C) C) 0 (0 (0 0 CO O LC) 0 LC) 00 N LC) C) N O r C) O CO r CO N O r CO. O N O O O) CO N— N O r r N CO. O lN C) N lC) O) O O O() C) (0 (0 N O 1� cdO r O N (0 C) (O O N co V CO � � co � Nup V V coC) � I� N O COC) O O COC) O O N- coO O NCD LC) 0) N O) C) 0 r r 0 CO 0 N V LC) 0) O COO CD O N C) N N co co L() N O N NV O CO CO V O (0 CO CO N N Lf) O N N r r r O OR O O C) LC) O N I� O O LO C V N (0 0 (0 N- (3) N LO O O ( ( O ((00 - N N- C) C) LL) (N (0 Co.n 7 c r C oo C CO .0 U d 2 m 2 c = N U D CO Z J U O T R N 0 O) Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O LO L O_ o 0 O v- LC) N O N O) C) N y- LC) (0 C) I- L() 0) N O) N LC) C) CO N O O O OR OR O N V O) CO N IN- • V CO L() 1� N O LO V V co (0 V 0 V LL') C) N 0 O) 0 N 2 m O N T OI 0 R (0 = -O d' LL R E 2 C '06 U N Crs u(3 6 C t iv N N E � 0 0 0 2 0 0 O U V 0 0 O O 0 O O N O N LC) V CV 0 CO Cast Votes: Over Votes: Under Votes: O O O IN- r LO C) V Io r LC) co V IN- • 0) CI O OR 0 O (0 C ✓ CO N O O O LC) CC, Vote For 1 N 0 N 0 N E N 2 = R N g fn d C .0._ E ° -, 2 0 0 O U co O V (0 0 0 N N Cast Votes: Over Votes: Under Votes: O ( O 0 C) (0 IN- N O O (00 O N IN- N CO C) CO 0 0 N O O O O O IN- 1� O N O) LO O Cast Votes: Over Votes: Under Votes: 0 0 0 0 0 c. O V O , (0 C) LC) O V (0 CO O) LV ((00 0 0 N CC, Vote For 1 '0 0 0 0 0 0 N V O LN C N O) 0 CO 0 U 0 om') O 71- 0 C) 0 0 0 E N 0 0. E r R O. R U 0 R c O R N_ R 0 T N • — R N• Fri Li Q O N O O. Cast Votes: Over Votes: Under Votes: 11/05/2014 0) C O Q 0 O C O N 0_ 0 N _ O d c.) o c o Z II o • 0 0. ttl a cD • W R O F O .0 W W Candidate Precinct 059 (Ballots Cast: 557) ( O ( O O 0 O O L( O V O O O N L( V O) 0 0 I"- 71- 0 " - O - O in CO N O 0 0 0 0 Cr -0 CO0 O O N 1- O O O L() V O cc i ( o (NI- r N N O 0 0 0 0 O - 0 O O CO N 1` Lf) O V (0 CO O) N I� 0) 0 V CO N N 0 LL 0 0 U U L 0 O U_ 0 J 0 U O N R M N Li Q O Q a` Cast Votes: Over Votes: Under Votes: co T O 11/05/2014 a) C O Q N O C O N 0_ O N Tr- _ O T d c.) O c o O Z II O • 0 0. tt l a cD • W R O F C O W W co cocoC .0 Candidate Precinct 060 (Ballots Cast: 160) L O ( O O O ( O O O O O O O O O ( O O O O 0 O O O O 0 O O O O LO V (O L- N 0 C) N- CO CO V N CO 0 C) C 0 0 0 O 0 0 0 O 00 0 C) co. V L() ,- co O (fl O O CO r V O C) O (fl CO) CO L() O L() N N. L() O L() N (Ti - V L() N V O L() N C) LL) N N N 0) O O (0 C) N O n: 0) O r O N (0 C) O C) - N L(') O C) .- .- CV V in co .- co CO C) CO (0 (`') CO L() 0 L()_ N- 0 C) N0 CO 0 0 0 CO C) L() N O r V O 0) (v) V CO N r C) N N 1� - C) r- r C) C) L() N N N 0) V O V C) 0 N O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ( 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C) 1� C) N. 0 C) 0 0 0 0 0 0 V 0 (fl Cr) 0 0 0 O r 0 C)C) 0 0 0 1� N r N (fl O C) 0 0 0 0 0 0 V O LO I� N (0 O O O O C) O O C) (O C) O O O O O O O (fl O C) N L() Ln N L() L() V O L() L() V V O O r N (O O C) (O C) N O N � N L() co co V L() co co CO C) CO O CO O I� 0) C) (O L() p p CO L() LL) N LL) LL) 0 p in V 0) CO p N V LL) p p V N (0 O 0) C) (fl () (N 0 (N L() (0 V N (0 V N (0 O 0 0 0 O coV 0 - CO O N N C) O - (0 N CO CO O 0 0 0 0 0 0 0 0) V 0 L() V N C) CO N O C) L() N N Lf) N O N N (0 N r 0) N N 00 0 0co CO O O O L() 71- N- N- O 0 00 (O O 0 0) O O 0) 0) o V O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 LO CO L()N N 0 N 0 0 0 0 0 0 0 0 0 0 0 V 0 CO CO CON O N O N- O O O O O O C) O N- O O V O L() C) C) C) O N O r N O N O (0 O (O O C) O O 0) O O N L() CV V Lf) co N (0 C) - (0 V L() (0 0 0 (0 0 0 CO L() 0 0 CO 0 L() N L() LO N 7 fn 0 C oo C 4) U' d 2 m 2 O C _o = 4) —0• 000 ZJ U O T 2 Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 L() 0 N Cast Votes: Over Votes: Under Votes: 0 0 10 C) (O C) (O C) CO C) 00 • 0 CD O O 0) LO 0 Cast Votes: Over Votes: Under Votes: O 0 N- CO N- O 0) (0 CO CO CO N CC, Vote For 1 V O co O 00 0 0 0 Or- C) 0 0 0 = O O O O O E V L() L() O 0) N r- N O U NO N- r O 0) V N N 0 a 0 E 4) 0 0. E r R a R U v R c O R N_ R tr A 0 R 0) 0 0) N N C Z cz Li Q 0 N 0 O. O a` Cast Votes: Over Votes: Under Votes: 11/05/2014 O c O 0) C O Q O C •O N 0_ O N _ O d c.) o c o Z II o • 0 Q d V a/ d co W N R O F O .0 w W N 0 N .0 Candidate Precinct 060 (Ballots Cast: 160) c O O0 O N co oO co C0 (f) O L(i V CO 1� 0 CO CO O 0 0 0 0 O O O O O O O c0 O N C) C) co co co co (0 o rn O 0 0 0 ( O O co O O O Co O O o Ci o c0 0 0 0) co co co O co N N V O 0 00 0 oo, oL O 0 0) O 0 co v co co N 0 LL 0 0 0 0 L 0 O 0 0 J 0 0 O N R (0 M O Q O ` Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C 0 Q (n O C O N 0_ W 0 Q Candidate Precinct 061 (Ballots Cast: 117) O O O O O V O O V • O — 0) N (O CO LN,) CO O O O LC) 0 LC) CO O C) N O 1- 1- N (f) 0 N CO 0 0 0 0 0 0 LO 0) ( - N- T -- N-: 1-: C) (O O V 1: N N L() N (O 0) 0 C) N (NI O O O LO 0 LO N (O O co (O O) 0 (N C N (NI O O O coco co V 0) in co (O N (O C) N O O O O CO V • O ✓ N (0 LC) 0 I- N O rz 0) C LC) (O (N O OO N O O 1� N CO 0 O) 00 N O O co - 10 N (0 co O 00 LC) N ( O O 07 0 ((0 O (() 1� N 0- 0 0 N C) O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C) O O 0 0 0 0 0 0 0 0 0 0 C) 0 N- 00 0 0 0 (O 0 0 0 0 0 0 0 0 C) O (O (O O O O O LC) O (C) O LO LC) (Oo O C) O CO O O O CO C) O O O LC) LC) O O O . C) O (O O O O O () O () r N O O C) O O O N O N C) co co O() N V O (O N lC) V co co V lC) co co co co co co) co C) CO 1� C) O O O C) V N- N() O O O N n L() O ON N CO O r ON N O co N r r r N r r O 0 0 0 co--. CO LC) V N ✓ 0) C) N O N CO (O L() N 0 0 0 0 0 0 0) O O c0 O O O O O C) CO C) co co V N 0) N N 0 C) 0-- O NCA 00 0 cam') co) cam') C) C) C) (C) V O 0 0 0 00 O CO N O 7 L() V 0 0 O N NN 0 0) O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0) co 0) 0 0 0 0 N N 10 0 0 0 0 0 0 0 (C) ((') (N CO c'1 0 LC) N V N O LC) O LC) 1� N (O N— LC) O LC) O O O LC) N N (O C) N O 1� ✓ V O 1- O N N- N (O 1- O N O O O N O V (f) O N N (O 00 N (N C) (O CO (NI (O C) 00 N N C) O 0 V 0 N (f) N N V C) N CO 0 0 CO N 0 0 (f) (N C) 0 CO Cn • C 7 c r C oo C CO .0 0 c = N U D CO Z J U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 N U N 0 0 E 0 2 R 0 (0 fn d C s ._ E m -, 2 U O U Cast Votes: Over Votes: Under Votes: u - N O U U 0 0 C 0 U_ 0 To N 0 O C Li Q 0 .N O Q O a` Cast Votes: Over Votes: Under Votes: CC, Vote For 1 O 0 co N- 1� N O N 0 0 0 0 0 V( 0 ▪ O (L N 1� O 17- Ocsi 0 U N O V V 0 N U � 0 0 d E 0 0 0. E r R O. R U 0 R c O R N_ R 0 T Vas 0) N N C Li Q Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q 0 O C O N 0 0 N _ O c.) o c o Z II o • 0 0. a) cD • W N R O F 0 w W 0 N Q Candidate Precinct 061 (Ballots Cast: 117) O O O O O L • () O 0 Lr V 1� O N • (0 O N L() V r - N V CO V 0 CO 00 CO O 0 00 0 .0• -0 O O • L() N O N LO V (0 CO 0 0) CO O 0 0 0r000 V � tri tri 00 O L() V 1- N N CO 0 0 N V O 0 0 0 0 - COLO LO LO N O r (0 C) O N 71- (.0 O N- 0 LL 0 0 U U L 0 O 0 0 J 0 U O 0 R (0 M Li Q O Q O ` CO O CO Cast Votes: Over Votes: Under Votes: 11/05/2014 O co O a) C O Q (n O C O N 0_ O F O .0 W W Candidate Precinct 062 (Ballots Cast: 154) O O O O 0 0 0 0 V CO N CO N N C) 0) - CD N CO n O O O I. 0 CO O CO O CO CO L(') 0 CA 0 0( 0 0 0 O V C) V CO (Ni N C) (o (o LC) N (Ni 1� N N C) CN 0 V V 71 - LO LL) CO Cr") V (N O O ( • 0 O O CO N O I- V LL) IN 0 LL') ) (N (NI CO O ( ( CY) O O C) N V ✓ V LO LO ✓ V OO ( co 0 V O LL) O) O O (0 C) IN 0 r O V O O Lfi V O (A I- N CO (`()) I O O O CO (N N O I. I- O (Ni N- N CA 0 LC) O O N. CO o) cd CD CO CO CC)) O OO 0 co O (0 L( O V N CD 0 CO r C) O 0 0( 0 0 0 0 0 0 0 0 0 0 0 0 ( 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N CO CO O 0 (A O O L(') 1N L(') O LL) 0 L() C) O (� O CON. r 0 Cr) L(') L(') CO 0 N. CO r-- Lf) O V CO N V O O O CA O L(') V N O r co co O co. CO CO O CO O N V O Lf) O V r -:N V L(') V O O O C) co co r V O Lf) C) O N OC) (fl (o O C) - CO 1� N N N C) CO V C) CO C) 1� N CO C) IN N CO C) N CA CO LL) V p 0) co in LL) I- CD O co CA C) co O in CA CO IN p CO r LC) O C) - V I� (NI N CV 0 CO N N CO V N- CO Cj V CD O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N LC) 0_ 0 0 r r N N CO CO r 0 CO CO N N 0 CO CO r CO 0 N LC) LC) 0 0 0 _ CO N O V O O CO CO V V V V O CO C) lf) Lo C) O V LC) V V O LL) O CY) O CA ✓ O V LL) N O CO LL) CO CO O CO CO N N O O C)) O O 6) V LL) N O N LC) 00 CN N L() V co LC) I- N CO CO CA LC) V CO CA CD 0 N r 0 LC) CO IN N L() L() IN 0 CA N I� V C) O CA co in co O V O 0 L(') N C) CD LL) C) N C) CN C) O 0 0 0 CY)01 IN 0 L N LO O ✓ N O - r- C n 7 N r C oo C (0 '0 U c _a = N U D m Z J U O T R O 0 0 0 0 0 00 O O V O O Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 0 CO IN 0 I0 CO O CO (fl O CO C) L(') N (O L(') (o 06 N N CD N V CD V N V 0 CO N Cast Votes: Over Votes: Under Votes: 0 0 0 LO�o LV V O CD L() 0 CC, Vote For 1 0 0 0 L 0 CO O Cast Votes: O CO Over Votes: Under Votes: O 0 1� N N 0 0 0 o00 00 O O V O O Cast Votes: Over Votes: Under Votes: CC, Vote For 1 a 0 0 0 0 0 1 N O O O c V 0 O O O U N N N V 0 0 U � 0 0 0 E N 0 0. E r R O. R U 0 R c O R N_ R 0 T 0 R (n (1) N6 'Fri Zcn Li Q 0 N O O. Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q 0 O C O N 0_ 0 N _ O c.) o c o Z II o • 0 0. ttl a cD • W R O F 0 w W Candidate Precinct 062 (Ballots Cast: 154) O O O O0 O 0 L. O) O • V r N CO 0 0 0 V ( 0 0 0 N CO 0 0 C (O c0 O v m () corn c.0 o c� O 0 0 0 0 1� N O O O (C) V O O O N O N N Cast Votes: O O Over Votes: Under Votes: 11/05/2014 O co O a) C O Q (n O C O N 0_ O N Tr- _ O c.) O c o O Z II O • 0 0. ttl a • W R O F 173 0 00 N .0 Candidate Precinct 063 (Ballots Cast: 1,127) O O O LO COLC) N CO CO CO IN IN O V N CD CO r CO V N CD O 0 ( 0 N VLO C) ) 6) (O V N LO ✓ () V V 00 CO N O O N 0 CU • O in O O O) O) ) O CO O O O 0 0 LL) 0 LL') IN 0 N CO A 6- 0 N• V O 0( 0 0 0 (A co C) V V 1- N IN IN (A 71 - C'S • C) (C) (fl (C) • N N LL) V C) r O) O) CO (N V 0 LO V N LO O 0 0 0 0 0 O (0 CO 71- • C) V LL) (O ((') O CO CO CO CD O) CO N V LC) (f) V N N N OO O O CO O O co O) 0 N O 0,1 00 0 000 L• N • O 1- O co if) • O co O) O O I.-- CO 1� (( V N CO O CD N O 0 0 O N IN N O) 0 C) O OO N O O O (A 4) ✓ 0 CO O N O) N O 0 0 LO COO (CO O O O) CO • O O O O A— CO CO 1- N CD CO O 0 CO LOV CU CD CO 71- CO CO ( O O O O CD • O (() O) 0 0 I- O (O 00 0 co ((0 0 (N7 (C O V O) OO 0 0 CD C's3 Cfl C) 0 CO 0 0 ✓ LLO (0 CO • C) OO O r- O N C) O (o O) IN 0 0 O r 00 0 O 0 O) L() O 71- a) O) O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0) V (A N N 0 CO V 0 V N 0 CO CO N O O(() (n CO 0 IN N N 0 CA O CO N 1� C) O CO 1� O CO O (A V O O O LO V (() O V co CO (A O O CO C) O CO (0(0 V C) O O O) ((') V N (fl (() (C) O (n (() V O N (() V C) O O CA O V O ((� N CD CA N N N C) C) IN N O) CD C) O) O) CO CD CO CD 0 N (C) CD O) V CO O) 0 N 10 (0 0 0 IN C) N (0 0 N 0 IN 0 0 N N 0 (0 ((') CO N (C) LO LO 0 N 0 CO O) IN N O) C) V (0 (A C) C) V N N N CA CD () V C) V C) V O 0 0 0 - 1� (O (O N C) N O N C) (C) N CD CO 71- 71- c V c n • c a 7 0) r c oo C CO .0 U d 2 m 2 c _ = N UO OOOZJ U O T R O 0 0 L 0 00 71- O O (O CO O ID Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 CO CO CO (A LO • N O O N ✓ V N (0 N N N CO C) LO N- CO C) C) O 0 0 CO 0 CO V O O O 0 Com') Cast Votes: Over Votes: Under Votes: O 0 oa) CDO CC, Vote For 1 (0 0 CO (0 N Cast Votes: Over Votes: Under Votes: O 0 LQ O N L0 C) (0 co O co Cast Votes: Over Votes: Under Votes: CC, Vote For 1 0 0 0 Lo V CO CO O U N CD 0 V V C) a d E N 0 0. E r R O. R U v R c O R N_ .7%1 0 A N 0) N (n N N c To (icz Q O O O ` Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q (n O C O N 0_ 0 N _ O c.) o c o Z II o • 0 0. ttl a) cD • W N R O F 0 w W Candidate Precinct 063 (Ballots Cast: 1,127) O O —c. 1� N ID 7i (O C) CO ((0 (`• ()) O O I� 0 CO CO O CO N O 1- O) O co co O O 0 0 0 0 CO COO CO C) (O V O LL) (0 () o) o 7i -a) 0 0 CO v O 0 0 0 0 COLO LC) r 0 N LL) V N O 1- (O C) O) (NI 1- O) O co CNI CD CO CO C V O 0 0 0 0 co csiO O) N0 COCNI N O O CA N CO 1� CO CO 0 CO LO 1- Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q O C O N 0_ R O F C O W W 0 00 N Q Candidate Precinct 064 (Ballots Cast: 516) CN ( L LO OO (0 LO 0 C) r ) O 0 V N (0 CO LO O N O 0 0 0 (0 O 0 C) 1� 0 CO - (0 O N - N LO O r— V LL) N V 0 O 0 0 0 0 0 0 0 N O O N N (0 CO (N0 0 C) O 0 O V L O LL) N O O O N- CO V 0 0 0 0 0 0 O O N O O O O o o co N 0 0 0 0 0 0 CO C) CO C) O V V C) C) N (0 N N N CO N 0 CO LL) C) V CO CO 1- LL) N N N 0 0 0 0 0 0 00) 0 O (O N LL) 0 V LL) (0 N N N ✓ N LO V 71 - CO O (3) LO 0) (N O 0 0 0 0 0 O LO LO N O CO N (0 N O O L() V V 0) V N N N O C C) N- I,- 71- V CO (0 N LO N O O O O 0 0 C) O (0 (0 co (0 O N 0) r` O 0 0 N 0 N. N O N (0 co O O N 71- O O L() N O O - O) - CO O) O N CC)') O 0 CO 71- LN L() N O 0 2 O O) O N- N O ( O O f� 0 V N O co (0 O O ✓ O 00 0 co 0 0 O) O O 1� N In LO O V O 0 CO') N O O N- CO O L() r- N CD N— CO N- O 0 O - ✓ 0 N C) O 0 O CO ✓ L() 1- N 0) O O OO CO0 O CV C) O (0 O) ✓ 0 N 0 (`') 0 0 0 CO 0 (C)0 C) O (0 O) co O co co (N0 0 (0 (NI O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 L() N C) OO V O O O O O O V C) co O O co No O C) V N O C) O N L() V O O r` O N co co O O O O O 1� V O V N V O Lf) O 0) (0 O C) r` N N- r- N N N co (0 V 0) N- N O (3) 0 (0 V 0 V O) 0 0 V N (3) 0 n O) CO N 0 0 V L(') 0) 0 CO N C) (NI (0 LO N C) C) C) O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: O O CO r CNI O O (0 co (`O O 0 ( C 00 O') (0 • C) O 0 00 N O O (0 C) CO O CC, Vote For 1 OO O 0 O 0) O C) O (0 O) 00 0 (0) 0 (0 V O L() O) N- 0 I- O N Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n O C O N 0_ Page 100 of 216 R O F O .0 w w Candidate Precinct 064 (Ballots Cast: 516) O O• cs. Ocsi O O • N N O 1� N r) O (O O r) O) O CO CO O 0 0 0 0 N CO O 0 CO CO CO O (O V 0 V O in (o 0 rn O O 0 0 0 ( CO CO 0 rn O CO O ri o (o co 0 rn O 0 0 0 0 COCo0 1� N C7 O co N CO CO 0 0 r- ('1 CO 0 LL 0 0 U U L 0 O U_ 0 J a U co O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: 11/05/2014 O co Q O a) c O Q (n O c O N 0_ N c.) E o • d c o O Z O C 0. tzl a I:e C1 m W c7, L • A U 0 U N o d o C) N CO CD 10 O N Z • CO II 11 N N CO cr-j- O N- o) o O O p 10 (Y) O co • (D - c6 c LC) • iii N O i O N • 0 E N Z To EO Z R O F O U W R W Candidate Precinct 065 (Ballots Cast: 1,356) • O O (O N Lf) COO N O N (Ni O N C) - co LC) V 6) 0) (O • Com') (NO O 0 0 0 (O O 0) (O CO CO V 0) C) O C) - co in O In 0 0 1� LO (O N N O 0 0 0 co (O V CO 1� N O C) C) - co Ln • (0 CO C) 1� CO C O 0 0 0 0) 0 CO O (3) C) LC) (O V - N Ln c n • c a 7 fn r c oo C2 'ES d 2 m 2 c = N UD coZJ U O T R O OO 0 0) (O O co 1- O N (D CO 0 CO O O 00 0 N 0 co Ln O 71- r-: 1- O N co _ o o O Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 CO N Ln O O V D) O CO V V C) LC) LC) LC) N N N CO 0) CO N 0 LC) () 0 () LC) LC) C) (0 O 0 0 0 0 0 0 co 0) co N co O O O Ln C) LC) N (O (O (0 N N N (O Ln N CO 0) (3) C) N Ln V Ln N N rN O 0 0 0( 0 O N r 0 O COO (.0 • V V LL') LC) LC) N N N o o I- O O C) C) C) O 0 0 0 0 0 CO— coco 1" CO V O ✓ (O CO Ln N (NI O V CO N— V CO O O O o 0 oN (O O C) LC) V CO 0 0 C) r N O 0 0 in N O ✓ O LC) 0) V O O O n CO 0 (N N 00 O 0 0 0 00 0 O O () CO 0 CO Cast Votes: Over Votes: Under Votes: O O Lon LO • Ln I� N 0) 0 O 0 LL CO • LC) N Ln N O 0 co N 1� N 0 v o o O O O O co N CC, Vote For 1 OO O 00 0 0) CO 1� N (3) 0 I.-- e � 0 0 0 (C) 0 V 71- LL') O V 1� N O 0 LO Ln O O 6) Cast Votes: Over Votes: Under Votes: O O C C) Nod 1� CO C) CO C• 0') 0 0 • LL) O 6) 1� N ( 0 (00 CCO co om) N O ✓ N O 0 N 1� O CO ( O O N O r (Ni O 1- 0) O LC) LC) O N O 0 0 O 0 N O N- 0) O 0 0 O OCD O O (O (N 0 CO O CO O Cast Votes: Over Votes: Under Votes: c c CO (O • CO O c) N 71- e 0 0 CO CO CD N (0 CO O C) 00 0 O rs ((0 CO 0 Com) • (NI CC, Vote For 1 O o 0 0 O o CO C) O U N 6) O V co 0 0 d E N 0 0. E r R O. R U v R c O R N_ R tr A N CO Cn N Cn N6 To Licz Q O O O o o O O 0 • N O N- 0) CO 0 C) LC) 0 N o o 0 DN O 0 N O N- 0) O 0 0 O OCO O O (O Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q 0 O C O N 0_ Page 102 of 216 O F 0 U W ccs W Candidate Precinct 065 (Ballots Cast: 1,356) O O ( O O N I- N O r (`') (O N O 1- (0 co 0) - O 1.7 O 0 CO N ( 0 0 0 0 71- CO N O 1- OOs, - N o CO N 0 O 0 0L. 0 0 ✓ - L( 1- 0 N (O L`') N O 1- (O co O) N 0 0 O O ✓ N CO O 0 0 0 0 • N CO O CO 1- O N N CO CO CNI CO L() N O Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q N (n U C U N 0_ O N _ O d c.) E E O c o O Z II O • 0 0. t.. Page 103 of 216 R O F O U W W Candidate Precinct 066 (Ballots Cast: 398) OR OR O O N N CO N (N CO(O N N C) 1- (O - co V (C) CO (O N (O N O o o N 1� (O O LO V O c)v CV CI LC) CO N LC) IN - OR O OR O O 0 N V V (C) V O N (C) (C) (O CO - LC) O 0 O O OR OR 0 N (O N LO O O N C) N - N (C) (C) V (O V N C • C • 7 c r C oo C (0 i7 U • CC 0 N U D CO Z J U O T co O O O O 0 0) O N N O N O N- 1.0 71 - CO C) o O O O V 0 O (n O 0 00 V 0 0) Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 (O (C) 0 O CO CO LO CO 0 O N C) N 6) (O N (O C) V N r O) N N N CO N C) O ( 0 0 0 0 CO (O C) CO (C) 0 O LO V r CO C) O r C) C) O L() • N N • CO CO O) O) LC) r C) C) LC) O 0 0 0 0( V N (O LC) O O O) (O O O (C) O (O LC) N 00 ((') 0 O) ((') LC) CO V N O 0 0 0 0 0 CO (C) CO 0 C) N CO V O 1� (O N (f7 (O 0 V N N V (O V CO O) N N O O O CO O C) C) O (O (C) V O C) LC) (O LC) O 0 0 CD 0 O O O 6) «) v O O N N ON 0 N N co 0 O Cast Votes: Over Votes: Under Votes: O O O «i CO 1� 0 C) N N m- 0 O (V O O O CO O V O O ✓ C') ((0 (• NC) r O O O C) 0 0 C) 1� N ✓ co ((') N LC) V N O 0 0 CO (O N C) N C) N N CO CO 0) CC, Vote For 1 N U N 0 N E co 2 0 (4 fn c2ors d C s ._ E 0) , -,co U 0 O U OR O O (NO 0 CO ✓ O (C) i- N r 0 N- O O N O 0 0 N 0 O O O � N • O (VC 0 0 N 0 CO N O I� r- N CO O LO Cast Votes: Over Votes: Under Votes: O O V N r- N LC)O N N- OR 00 C (N O Q5 I"- N N V O O N (O C) O V O 0 I"- CO ✓ (C) Os -j a5 I.-- N CC)) CI O O O ON 0 OCO O O 6) O) O) 0 O) CC')) C O 0 0 LO 110 ((0 0 (`( ) N O N 0 CO (NI (0 0 CI -7r • O ((D Cast Votes: Over Votes: Under Votes: C O O ID N (O CO ✓ 0CV N O O C) CO O N O V O OR CO N 1� (O CO ON)) L(fi CC, Vote For 1 OO 0 N O N O ((i 0 C) CO C O 0 0 N O O O O) O) 0) 0 Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q 0 O C O N 0_ L a oma, U 0 U N o d o m V N CO w Lo � O N Z (� II 11 N N CO O O N- o) O) . (5 O p 10 co o co o j LC) to N N O > > 'C O � 0 E N Z �o E o Z Page 104 of 216 R O F 0 U W W Candidate Precinct 066 (Ballots Cast: 398) O O O O O COLO (O V 0 (() (f) V 6) O O (C V CO co O NV N.. 0 CY) In 0 0 0 O O CO. cd O c CO O N CO eee 0 0 (0 N O CO V (() CO. O () Co O LO V 6) CO CO V O 0 Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n O C O N 0_ L • A U O U N o d • o w 10• 05 N Z II 11 N N (h O N- o) o O O O 10 co O co • (D - O6 O LC) N(12 i O N • 0 E N Z To EO Z Page 105 of 216 R O F C O U W W N anC N .0 Candidate Precinct 067 (Ballots Cast: 1,042) O O O O V N O r O) CO O I. -- ID Lf) L() ('7 V - N L() I,- V 0) V V CO O V - N V OO (co O N V O L( (O O oo N 0 0 OCV O 0 0 0 0 0 71- - LO CD CO CO C7 M V I- L(') L(') N N r N 0)0 V CON CO CO CO N V O OO • 0 CO M O (0 LC) V r O 0) (00 O O O CO O co N 0 LV O L() 0 r- (� V O O V LC) O • CO O LC)N O CO ( O O COO ((00 N O r O) N 0 0 O O (O N co ri O CO ✓ V - LC) O CO O O O (0 0 COO N O N- O L() 0 T -- co O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ( V 0 0 0 0 0 CO COOrC) COV O Vr L(') CO 0 0 LCr) 0 0 CO 0 N r COO CO 0 N 0 0 0 (0 I.-- N ✓ r CO O r CO (0 O V r CO CO. O r 0 r O N N r LC) O V N CO O O O O V N V 0) O O (`') O O O V (0 O O O LC) O V N C) O (0 N CO 0) O L(') - N LC) O N N r N LC) V O LC) V (0 CO O O CO O N CO O) r (0 0 0 CO O 0) V V CO CO 0 0 CO COO ('7 0 CO CO 0 co LC) L(') 0_ 0 (0 I.-- O) 0 r 0) V LC) V 0 (0 (0 V — C') V V O L(') LC) O N LC) LC) N N CO r r r r (0 (0 N N r N r V N r V O 0 0 0 LLC) CO COO M (0 V LC) - N L() L() r M N r N O 0 0 0 r—CO— N LC) (0 N - N L() C r 7 fn 0 C oo C CO .0 U O C _ = 4) UD CO To U O T R (0 0 CO V (0 Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 N (0 CO O) 0 CO CO (0 O O N M LC) (`') (O Li) LC) N N r N O - V (0 LOC) r V N N r N O 0 0 0 0 0 N r V (0 N 0 co (0 O O LC) O O N - N r M (0 V CO 0 N 0 CO V N L() O LM CD (0 L(') O (0 (fl Cast Votes: Over Votes: Under Votes: O O O O O O O M CC, Vote For 1 0)) 0 0 N N Cast Votes: O Over Votes: Under Votes: O 0 CO CO M O O 0 O N r O 0 ON) CO � • N 0 (0 T -- 8 N CO LO 0 V 0 0 0 CV 0 Csi N O O co O O Cast Votes: Over Votes: Under Votes: 0 0 0 O Lfi L(i O O CD N CC, Vote For 1 O O M 'O 0 0 0 0 0 dO O 2 o 0 o 0 r O N 0 N O O co O U LO CO O 0 CV N 0 d E N 0 0. E r R Q co U 0 co c O R N_ R > 0 T N R N N6 'Fri Z Li Q 0 N O Q Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q (n O C O N 0_ Page 106 of 216 R O F 0 U W W Candidate Precinct 067 (Ballots Cast: 1,042) O O L O O co cs. (O L() O 71- d O 6) O N co co O CO 03(V O CO (0 CO O O 0 0 0 ( CO ((O CO L 0 V co (7 M O (O LO V O) 0 03 0 0 m N V O 0 0 0 0 (() 71- r 0 N N O O 6) co 0 o) 0 LL 0 0 U U L 0 co O U_ 0 J a U O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 Page 107 of 216 O O 0 O I I co O 0 O co O a) 0 O 0 N Ct (n 0 0 O N 0_ 0 N 0 R O F R W Candidate Precinct 068 (Ballots Cast: 224) O O O L 0 O L i LC) CO V CO (7 CA LC) 1� r N LC) O N 1- L() N LC) O O O 1� 0 co O O O O (A O V 0 0 O N O ( 0 0 0 0 V LC) x 71- CD : O O (h V O 1- (N N O) Cr) CO O r V V O N O O (o. O (07 O O O Lf) 0 0 ( O O O 0 LC) O N CO LC) 0 0 0 0) O N O O O O 0 O CA O O I- N () 0 L() r � O O M CO I� V L() ( O O 6) 0 0 O O (A O 0 CO 0 N O O - c co— O CO O V O O O O • O N O 1- (A 0 r 0 N O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N O O O O r LC) r CO O O - 0 C7 L(') CA 1� LO 0 L(') L(i Lf) 0 0 0 N N O O O 1� C7 1� M O 1� V 1� O LC) (`� COO CO O O O CO O O O O co. O V LC) c00 19 . c O 1� O O O N N O V 1� V N O 1� r O O O O O O O O N LC) 0 O O x N LC) O N LC) V V ('7 1� N O CO O O CO CA O) (h ('7 0) V O O r- C7 LC) 1� V O N L(') 1- co O O CO O V 0 CO In 0) V 0 O N V CO V N (N N N V co co N LC) N O LC) N O O 0 0 0 CO I� O ( ) N N O) 6) LC) O N LO O) CO ('7 O N LC) O 0 0 0 (07 0 0 • V r O co • O 7 c • r C oo C (0 i7 U d 2 m 2 O c _a = N U 0 CO Z J 0 O T R CD 0 0 V 0 N N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 CO V CO. V (A CO (7 N N O O N N O O 0 N CO V C7 N N 0 O 0 0 0 0 0 LC) CO O LC) 71- 71- V O1-- LC) O Cr) CA 1� N- 0 I- N N N 0 O V 1- O O 0 0 • 0 CO (7 O O O) 0 O) O V 0 O Cast Votes: Over Votes: Under Votes: 0 0 0 1-- O 71- f-- 1-- LC) CO O) 1- N LC) N 71 - LO LC) 0 0 0 LO. CO LC) co 0 O CC, Vote For 1 N U N 0 N E N 2 2 0 = (4 d C ._ E m -O -, 2 U 0 O 0 1� 0 O) O O) 0 1- Cast Votes: Over Votes: Under Votes: O 0 N I" - tri L() 1- N (NJ Lf0 1'1 N O 0 0 O co V f -- CD - O) O 1- 0 ()) (A LC) 0 N Cast Votes: Over Votes: Under Votes: 0 0 LO LC) V LC) N 1� 1� r I- N CC, Vote For 1 co O co 3 00 0 0 0 O Oin 0 00 O O O O ('7 co V O) 0 0 N LC) 0 L() 0 N N O c N E N 0 a E > U R O. R 0 v c R O R N_ R et T Vas Cn Nci zcn Li Q Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q 0) O C O N 0_ O N _ O c.) E E o d co Z � C o 0 0. tP d V d Page 108 of 216 R O F O .0 w w Candidate Precinct 068 (Ballots Cast: 224) O OO C) 0 co (O O CO d Ooo 6) co O O (NI csi 0 0 0 0 0 'CrCs. co Lr) N CNI O CO LL) V O O 6) 0 'Cr CD 'Cr C`') CO 0 rn N 0 LL 0 0 U U L 0 O U_ 0 J a U co O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q N (n O C O N 0_ L "6 A O U 0 U N o d o C) N CO w Lo � O N Z CO II 11 N N CO O co - CD- N- o) o O O p 10 co O CO O (D - C6 00 L() iii N O i O 0 E N Z To EO Z Page 109 of 216 O .0 W ca W Candidate Precinct 069 (Ballots Cast: 527) O O C O V O N LC) N CO N (0 (Ni V V N LC) L LOC) CO LC) V N L( 0 0 0 LC) CO CO CO LC) CO CO C) V C) (V LC) CO 6) CO 0 C) LC) (NI (N1 0 0 0 0 O 6) T -- LO -LC) N (0 N 6) N L() (0 N (0 N V 6) 0 0 0 0 �0N � (0 N N O (N (0 V CO 1N- (C) C) c n 7 (0 r c o C CO i� 6 c _ = N UD COOZJ U O T (0 O OO 0) 6) 10 6) r co O O 6) O V N 71- LC) 0 0 LC 0 L() 6) O O O O 6) o O N LO 0 6) (0 Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 C) 6) V 0 C mmrn�Tc� (0 O V N N r (N CV (0 CO CO CO I- L() CO CO CO 0) (0 N 0 0 0 0 0 0 (O CO 0 V 71- (n0 0 O (0 N N O N LO 0) N (0 CO 0) CO 1� L() CO CO ( 0 ( 0 0 0 (0 1� C) 6) 6) LC) 1T --L LC) 6) N (0 N V N L() 1� (N N (0 N I� 0 CO CO 1N- V V LC) 0 0( 0 0 0 (0 C) CO 6) 71- (.0 (0 O CO. V V LC) 6) N V 6) N N N (L) (0 V N. CO CO N (0 O) 0 (0 2 m O N T 0 OI N O 0 :O E 2 C 66 U N crs u(3 c _c 0) (0 (0 E 2 0 0 O U O O O 0 O O (0 O (7 (L) V 1- 0 V co 0 0 0 V 0 CO 1- O N LC 71- o O co co (7 6) 0 CO C) N CO O O CO Cast Votes: Over Votes: Under Votes: O O O V V V V 1.0 CD V 0 0 0 O CO O Lf) C) V 71 - LO LC) I-- O 0) N 0 0 0 CO O O V 1- O V 71 - CD (0 (0 0 0 0 0 00 C) CO V LO CO 6) r- O N CC, Vote For 1 N 0 N 0 N E N 2 2 0 (4 fn c2 Cr5 d c s ._ E m -O -, 2 0 0 O U 0 O O LC O V I� N 1.- 0 0 0)) 0 0 0 C) 0 O (00 6) O O 1� N O Lf) O 0 CO 00 0 0 0 O L() O L() 1� N 71- O co Cast Votes: Over Votes: Under Votes: O O O 0, (0 N (`NCD ') 0 0 6) O 6) O (0 CO O (IN (00 0 0 V LO V L() (0 CO V CO 0 0 �0 (0 C) (0 CO CO (N N OO O (00 O0 ( N O N- 6) co O 6) (0 C 0 0 0 N 0 N. V O L() 6) O T-- 0 r- 00 0 00csi O O 6) 6) LO O NCO - Cast Votes: Over Votes: Under Votes: O O O CO. 0) V CO O ("s1 N ( 0 6) O N (0 CO C) CO 0 0) 6) 0 0 6) CO (Ni 1� L() 0 CO CC, Vote For 1 O OO 0 ((00 O N O N- 6) co O 6) co co 0 0 0 o O O C) O (0 6) O co CO 0 (0 Cast Votes: Over Votes: Under Votes: co 0 11/05/2014 0) C O Q 0 O C O N 0_ Page 110 of 216 R O F 0 W W 0 N .0 Candidate Precinct 069 (Ballots Cast: 527) 0 O O o cn co. O 0 O O 0 0 V 6) 0 0 V 0 0 0 V N N O 0 00 0 O O 0 O O O O O 0 m v o) O 0 0 0 0 ✓ (( 1• - ,- 0 N • (C) O 0 if V O) CO 0 (O 0) 0 r- O 0 0 0 0 00 o o O 1� (O O 0 co 0 CO o) (h N 0 O CO N (O 0 LL 0 0 U U L 0 O U_ 0 J a U O 0 R (n M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 O O 0 O I I O 0 0 O CO O 0) 0 0 0 N (0 0 0 0 N 0 0 (0 0 CO m N I I N (h O O CO CO O 10 (0 a) O 15 0 O N ID E z R O F w Candidate Precinct 070 (Ballots Cast: 575) O OR O O N (O 02 CD CO c- N.: L() V - N L() Cr) CO CO 71 - LO L() N N OR o 8R O (0 C) N 6) CO CO V N C) N N Lf) - N Lf) O 0 O O c0 V 0 CO - V C) O N O) C) L() - N L() 71- 00 LID N 0 L() 0 OO co 0 N 1� O N (0 O C) O 6) O (0 0) r o O O O O C) O CO 1� 0 N O N. 0 CD 0) O 0 0 0 0 0 (.0 O L() (`') (0 C) CO CO O ✓ O L() LL) 6) (O (N 6) N (0 L() V N O (0 0) 0) CO L() N O OR O O ( O CO C07 LO L ( ) L() • (3) O) V N C) C) (0 L() C) 6) 1- (0 L() 1- O OR O O 0 OR C) (0 V C) CO (0 6) O O C) 71- 7f V O V V 0) r N N 1� 0 6) 0 CO L() CO 1� V L() CO N OO ( N.: 0 N 6) O O V L() CO 0 1- LOc oo 0 00 O 0 (n0 O O ✓ L() • O co • o O L00 C) co ( O L( coV • O I� N OD CV C) CI O ( V O O N • O O 0 6) co 0) O (0 co CO 0) C) OO O 0 O 00 O O O O co N 0 0 L() O 00 0 O 0 0 O O 1- N 00 O r- ico l(') c O V O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 co 0 0 (0 O 0 V 1� 6) C) N O (0 0 0) 1. C) 6) 0 C) O O (0 V O L() 6) C) (3) 1- V L() CO O C) CO L() 0 Lf) ON N O O V Lf) N r r C) O (0 O (0 O C) N 1- 0) N N (0 V 0- N O V L() LV N ID LO 0 r- N 6) N 0 CI 0) 0 (NO 0 V (0 LO C • 7 fn 0 C oo C (0 .0 U O • C _ = N —0• 060 ZJ 0 O T 0 Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 U N 0 .0N E 2 N O),O > C O U y > U EJ - 2 U 0 O 0 r O Cast Votes: Over Votes: Under Votes: O O CO 6) N (0 C) 0) (N C) OD O O 1� C) N ((0 C) COLO CD O O CO CV C) (0 (0 co M N- ( O O N 0 r- d. O O 6) 6) 6) 0 (0 u) 0 00 LO 00 O N O O 0.� o 6) N N ✓ 0 6) N O 0 0 0 0 co N 0 r N 1� O O 6) (0 CO 6) (0 CO 0 O CV Cast Votes: Over Votes: Under Votes: O O V LO 6) O L() V 0 0 C) N O 00 c N 05 ((00 0) 6) O O CO CO v - N CO CC, Vote For 1 0 0 7 LQ V N O L( 71- 0 0 N V V C) 0 0 E N 0 8_ E > 0 0 O. 0 0 v 0 0 0 O N_ 0 0 A N 0 O N y N N C 6 To zcz Li Q O O O ` O O O LD 0 V 0) O O O L(') 0 0 CO (() O 0 0 N • 0 N- 6) O O O (N 0 O N O 0 0 0 CO O O 6) 6) 0 0 C) N N Cast Votes: Over Votes: Under Votes: co 0 11/05/2014 0) C O Q 0) O C O N 0_ Page 112 of 216 R O F 0 U W W Candidate Precinct 070 (Ballots Cast: 575) O O O O O csiV LC) V O LL) 6) O O O O) ✓ in O) O O l� in co N N O 0 0 0 0 • coco0 COF (O CO N 0 1� N 1- O) O O ✓ LC) CO CD 0) ) CO 0 CO N N O 0 0 0 0 O O) N0 CO • (O N O 1 - Lo V O) ✓ — LO O CO - 0 0 LL 0 0 U U L 0 O U_ 0 J a U co O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co 0 11/05/2014 a) C O Q N (n U C U N 0_ Page 113 of 216 O O O 10 CO O CO O G- 05 LC) N O O 0 E N Z To EO Z R O F O U N W W 0) N Q Candidate Precinct 071 (Ballots Cast: 299) O O CO N 0 CO CO V CO LC) O N N N LC) V 0) V 0 0 0 0 C) 1� 0 0 N LO LO Ln O N N N LC) O COLO O CO 0 0 0 o CO CO LO 71- 71- 71 - LO VLC) O O O 0 0 CO O O O O O O N O 0 0 N 0 0 0 0 r N 0 I.-- 0 0 O co LO 0 0 0 0 0 0 0 O CO N 0 CO O O O r O LC) LO 1- LC) O N O N 4— 4— N CO 0 V CO O LL') CO O LO V 0 0 0 0 0 0 0 O V 71- 71- V N CO CO CO. V LI0 V N N N CO r O 1- N CD V N N V (N 0 0 0 0 0 0 () O O O LO LO CO CO CO N C) N LC) 1- N N N O V CO CO LC) V CO CO N N O O O N 0 1- N O N LL) V 0 0 0 CO 0 CO 1� O N V LC) 0 N V 0 N. N O O O 0 N CO L( V N O CD 0 0 ooO (O ( ) 1- (N O LC) N 0 0 N C) (0 1- N 0) CO r--0 O O (N O CO N O 1� N O N N co O C) N L() 0 0 0 O 0 O N O N 010 O co N I� 0 0 0 N O O Lfi71- d O CD CO CO CO 0 0 O') (O CD CO 17 71- e 0 0 CO71- CD CO C) co I� N O CO N ( O O (NO 0 CO L( O N co O co N 0 0 0 N 0 N- V O LC) N 0 N 0 0 N. 0 0 0 0 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 ( 0 0 0 0 0 C) OCOLCO 0 0 (Nr r LC) 0 0 1.-- CO CO 0 N 1� CO CO 0 N CO LC) I� O O co N r CO N CO L() V O in V L() O CO V L() O CO 1- O O r O N O co co V co O C) co C) 1- O N co C) I- O N N CD 00 N,— .— N.— LC) V r N CO r N CO CD r 0 V 0 LC) V CO ,— V,— CO CD 0 CD CO V 0 L(') CD CO V 0 L(') (NI CO (0 LC) (NI CO N CO c n a 7 fn r C o C (ES� d 2 m 2 O c = N U 0 m Z J U O T (0 Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 U N 0 0) E 2 0) O),O > C 7 O EJ - 2 U 7 O U Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: O ( LL) V (0 C CD CO 0 0 0,0 0-5 (O C) I.-- CO CD V ( 0 LL co (O C') r 71- CC, Vote For 1 O O O O 0 O C) O (O co O CO L(') N 0 0 0 1:O N N O N N O O CO N 0 O O Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) 0 O 0 0 O 0 O N 0_ Page 114 of 216 R O F O U W W Candidate Precinct 071 (Ballots Cast: 299) O O O O O O O 7.0 O CO N cO 0 O (0 L() V c0 OO 0) O O co CNI N O 0 0 0 0 -0)0 0 O OO 0) O O ✓ L() 1- N L() N. Lam() 0 o C N O 0 0 0 0 O O 0 0 00) CO Co LL) O L() V c0 CO 0 CO 0 0) 0 0 LL 0 0 0 0 L 0 O U_ 0 J 0 0 O N R 0 M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q N O C O N 0_ O N _ O d c.) E E O c o O Z II O 0 Q t.. Page 115 of 216 O O O 10 () O CO O (D- 00- 00 L() (n N O i O 0 E N Z To E O � H Z R O F O U W W 0 00 Q Candidate Precinct 072 (Ballots Cast: 339) O OR OR O CO CO CO 0 N N- N LC) CO CO N N V O N O o O N04 LC) LC) C) O (0 n (n O N OA 04 O V I- O O O O LO 1� 0)O CO N N O n LC) (0 (0 N LC) CO C) C CO O O O LC) 0 LC) V O LC) O CA O O o P) N 0 0 0 LC) 0 LC) LC) O V N O 1� O CO 0 N- 0 0 0 0 0 0 N CO 0 CO CO CO C) 1-- x- CO CO N O (0 LC) O (0 N 1- 0 LO CD () O CA CO C) O O O O 0 O V V V O O CD c- I.: n V (NI N C) N N CO LC) V V V LC) N O O O 0 0 O Lf O V LC V O) 0 co op 7r LC) V 0 O ( 00 0 O (0 O C) LC) V in O O N N O O O O O O0 C) V V V OLO CO ( ( O O O N- C) V 71 - CO CO N -LC) LC) O O O N O 1- r O I� N N 0 r -- op n 0 0 0 04 O CO O O O O C) O O CO LN C) (0 I-- N O O CO O ( M O V LC) 1- N CO CY) r � O O O () 0 ((0 N O 1 - CA C) 0 C0 07 N 0 0 0 O V O L() O LoN O CA O O M O O O LC) CO N O O r -- CO tb O O LC) O (0 O O O V 0 LO O O (A O O o P) 0 0 0 O V O Lf) O O O) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N O LC) LC) LC) 0 O CO O N Cr) 0 N CO n 0 C) CO V LC) 0 LC) O O N 1� CO C) O N O C) CO O N V LC) C) O co N n O c0 C) V LC) N n N O n (O C) O LC) O V tb N O 0 O O O CN N Lf) V C) V CN 1� N O C) CO LC) V CO 1� Cr) CD CO LC) V 0 C) LL) N 0 1� 0 N CO (O V 0 LL) 1- CO LL) 0 V V C) N C) N- 0 CO C) V N (A C) r C) CD V N O L O o ( O O 0 0 0 0 0 0 0 0 0 ( O o O O O O( O O O LO LC) V LC) CO 0 V C) V CO ,- N N 0 CO CO I� CO n 0 C) CO N N 0 CO O CA V CO 1- O N C) V 1-x- x- N N O r --LC) (fl n V O LC) O O O O O C) C) n V N-: O N C) V 1� ,-,- NO N LC) N C) O (o N n 0 O V CD 00 N ,- ,- N N (fl C) LC) V 1- N CO 0) CD CD C) N C) 0 (O CO CD O) O) N 0 0 n O LC) - CD 0 C) CA 0 n 0 N N V N.-.-.-.- CA LC) ("NI N- CO c- CO 71- c Co. C 7 N r C o C CO i� U N 2 CO 2 c _ = N UD COZJ U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 N U N 0 N E N 2 R Y 0 = (O fn d C s ._ O E fY) --, 2 U 0 O U Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: CC, Vote For 1 0 0 0 0 0 0 N n C) CO 0 71- -71- V lC 1- O N E O O n O N (fl C) 0 0 U NCO N.. C) 0 CD V N 0 0 0 E N 0 0. E r R O. R U v R c O R N_ R 0 T Vas N zcn Li Q Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (0 O C O N 0_ Page 116 of 216 R O F 0 w w Candidate Precinct 072 (Ballots Cast: 339) (' 0 0 0 0 (�7 (n0 0 CO I� ) 0 0 LO O 0 0 0 0 O 0i co 0 O « ) (n v 0 (0 O 0 0 0 0 c0 N V O (0 1� N N O 1� N O N L0 71 - CD (0 0) (0 0 N 71- Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0_ O N _ O d ▪ c.) E E O c o O Z II O • 0 Q t.. • W c . � •0 CD 0 o N_ (NI �L Q� U E Q O Z O • A U O U N o d o C) N CO w 1005 O Z (� II 11 N N CO O cr O N- Page 117 of 216 • 0 0 10 CO O CO O (D Cb LC) (1) N O i O N • 0 E N Z To EO Z R O F O U W W 0 d Q Candidate Precinct 073 (Ballots Cast: 305) O O O O N N T -- CT) -O N N O O 0) N— O 03 N 0) CO O 0 0 0 O 0 O O CO(O CO (0 O (N (0 O) 0 0 CO O O O O O 0 N O co. O O O (3) 0 (0 N co O 0 0 O 0 N O O O O O O 0 0 0 0 0 0 N CO N-0 00 0 O LO O C) 1- r - O N (0 O CO V 0) (0 1- 0 O 0 0 0 0 0 LC) O O CO CO V O CO LO LC) V LC) O N N- LO 0 LO N 71- x— (0 1� 0) r C) O 0 0 0 0 0 ✓ 1� CO N O O (0 O N LL) LL) O (0 C) LC) O (0 (0 N N LC) 1-- CO (O (0 CO CO V C) O 0 0 0 0 0 ✓ T(0 LC) LOO CO CO C) ✓ LC) LC) 0) (0 O N LC) N CO CO V C) N N N N O OO LL 0 V 0) O O V LC) CO 0 (N V V 0 0 0 V 0 LO Lf O V LC) LO 0 CA O O O LO 0 0 r LL) 71- 0 O (0 C•I O O 0 0 (0 0 N • 0) (0 LC) C) O O CO O 0 0 co CO O O N (0 C) O r ✓ 71 - CO O N LC) N CO OO O 0) 0 (0 (0 O C r- N CO 0 N N r 00 0 • 0 O (0 O C) N N 0 O LL) 0 CO (0 N O ( V (? CCiN O LC) N O 0 O 0 1� N N 0 C) O 0 0 0 LC) N CO 0 (0 N O O O ON 0 C O O O O) 0 (O N C) O 0 0 T-- 0 CD N N O N O (`')OO CA 0 LC) CO O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 • 0 L. co 0 O CO N O N (0 CO V 0 (0 0 0 0 CO 0 1� O N 0 CO (o (0 0 0 CO 1T 0 (NI LC) O CO (0 C) 1-- O (NI O O O O O co O O O O (0 O N Lf) O V (0 C) Lf) Lf) N (O C) O (0 Lf) Lf) O O O LC) V Lf) O V (0 O N c N Lf) V 0 co O O 0) LL) (3) N O N N 0 0 LC) 0) 0 CO N V V 0 0 0 0 r r 0 N V N (NI N c- V V V Co.n C 7 c r C O ( 1) i CO � U d2 m 2 c _ = N U D • OOO Z J U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 N U N 0 0 E 0 2 R 0 O) (6 .R (4 fn d C .0._ E fY) N -, 2 U 0 O U Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: O O O co N LO 0) O 0 V LC) N 1� N O N O 0 LOC)) O rn 1� N O LC) (0 N CC, Vote For 1 O O O 03 0 CO 1� O N CO CO 0 1- N 0 0 0 • O 0 N O N co N O O co LO 0 C) 03 'O 0 0 0 0 0 cam') (0 co O I.-- N 0) O O 0 U OC) CO CV LC) 0 V 0 0 0 E 0 0 0. E r R O. R U v R c O R N_ R 0 T Vas O Cn N Li Q O N O O. Cast Votes: Over Votes: Under Votes: co 0 11/05/2014 0) C O Q (n O C O N 0_ Page 118 of 216 R O F 0 w W Candidate Precinct 073 (Ballots Cast: 305) ( O O O O LL) V LL) O 'l- id Ld V (0 O L0 V CO 71- LO (O (O 0 V N 0 0 0 0 0 LO 71- LOCO $� O 6) 6) O O N O Cast Votes: Over Votes: Under Votes: co 0 11/05/2014 O co O a) C O Q (n U C U N 0 O N Tr- _ O T d c.) E o d c o O Z O C 0. tP Page 119 of 216 O O p Ln () O CO O p 00 LC) N O O N 0 E N Z To EO Z R O F O U W cis W Candidate Precinct 074 (Ballots Cast: 294) O O O O 0 C r N LO C) CO LLQ N O C) C) N CD CN') LNC) (0 (A O o O co O N CO co co CO C) L() y - N C0 N CA N N O O O O T-- 0 C) O O CS) r O N O CD 0 CO LON o O O 0 (A O CO (fl O C) co 0( 0 0 0 0 (07 CO V V N- CO 0) O r 0) CO CO (N CO CA 0) CO C) Cc)V r CO T -- 8R 0 0 0 0 0 0 N O q O CT) O O r O 0) O L() 0 N O V N (0 LC') CD N V V C) O O 07 0 (0 O O L( V co 0 CA V (N 0 00 O Or— O O o Lo 71- O O LO LO r N CO co 0 CO N O O 0 0 V co 0 CO O OO 0 N COO V O N 0 N N 0 0 0 O 0 O O co O ( L71- 71 - CD (0 CC ) T-- CO 0 OR 0)) 0 r N (0 C) O V O O O V 0 O r O N O T-- 0 r LO N C) 0 0 0 Or) 0 0 O O O) M O C) OR OR T-- N (00 co CD CO O O T-- C) C0 C) (0 C (0 co CO V O O O M 0 O O L() O 0 0 0 0L. 00 L.O r O N co 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 L. L. C0 C0 O V O C) CO (A 0 V 0 0 0 C) r O 0 C0 V r 0 C) O C) 0 r CO CA (A N O CO V O CO r CO O V CO C) V O 176L() V L() O V () O r O N (0 O O L() r O N O (0 0) L() O N O r C) (0 C) O (0 L() V N O r 0 V O O 0) L() OC 1 L() V r N CO (0 C) CO (0 C) CO (0 CO CD LC) LC) 0 V 0) 0 CA C) r v N 0 LC) r v 0 O (3) 0 0 CA O 0 CO 0 LO () V N N C) N r L() CD N 0) LO C) O) LC) C) CO N O 0 O O CO L() N 71- d O O 0) 'Cr In 0 N N O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 O O( V 0 - L() C) O C) N x- r O 0 O O V O (fl V L() O CA 71 - CV N C O CD Cast Votes: Over Votes: Under Votes: 0 0 (A CO CO CO (NO CC, Vote For 1 M O L() Cast Votes: Over Votes: Under Votes: 0 0 (A CO (M0 CO') O') O L() Cast Votes: Over Votes: Under Votes: CC, Vote For 1 O 0 0 0 0 0 71- coT-- N 2 O O ON O r- (fl co co O U — C V 0 T-- 15 N C) 0 0 d E N 0 0. E r R O. R U v R c O R N_ R tr A 0 R (n 0 0) N6 'Fri Zcz Li Q 0 Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q N 0 O C O N 0_ L v a oma, U 0 U N o d o m C) N CO w Lo N Z (� II 11 N CO O co - O N- o) O) . (5 O p 10 co o co o j LC) N N O > > 'C O � 0 E N Z �o E o Z Page 120 of 216 R O F O .0 w w Candidate Precinct 074 (Ballots Cast: 294) O O O O O O O 1F O N O O 0 O L() L() CO 0N 0 NV N N C 0 0 0 0 0 CO N o 0 co (O O 0 V L() co co m 0 0 0 0 0 co —00 00 N N O 1- V L() co V O V 0 1- N 0 Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q U C U N 0_ O N Tr- _ O d c.) E E O c o O Z II O 0 Qtti � C1 W c7, O O p LC) C) O CO O (D - C6 00 L() Ln (n N O i O 0 E N Z To EO Z O F O .0 W W N co.0 Candidate Precinct 075 (Ballots Cast: 361) O C O O O N O 0 O CO CO 1'- 0 C) N V N (0 Cf) CD N (3) OR O o o O 0 (0 6) IN.. 6) CO CO r O LC) N LC) (N LC) N- 0 0 0 V 6) O O O 0 O C) C) O CO. O O O 6) 0 N C) o O V 0 CO O co. O O r O (0 0 N 0 8R OR 0 0 0 (.0O 6 ) 0 r 0 6) LC) LC) O C) L(i N r r N r CO CO r C) 0 0 0 0 0 0 N 0 N V LO CO r CO C. C) O V C) y- V 0 C) --'1- 0 r CO 6) 71- 00 O V C) LC) C) OO O N- 0 C) I,- O N O O O V LC) 6) O 0) L0) C O O N O co O O lC V r O 0)) N O O O V CD 6) V LL) V V 00 (0 71- O O O N-0 CC) O O V V if V N C) r CO O O O LO O O N O y- r- r- N LO 0 (0 0CV 00 0 co N 0 r- d O O 6) O csi O co O OR LL V COO C) N- LC) 0 6) N O O 0 0 O O O N (0 C) 0 CO O O (00 0 ( C O (o O (N 0 0 0 Lf) 00 0 r O LO N 0 LC) O O O M C0 r N (0 C) 0 00) N O O r -- CD CO C) 0 (0 C) 0 V O O O O O C) O O O C) 0 CO 0 LC) co 00 0 r 0 in N 0 LC) O 0 O r 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 co r- 6) O O 0 r V C) CO O LC) 0 LC) C) V V 6) 0 6) O C) 0 0 C) 0 O) C) 6) 6) r CO O CV C) r CO LC) LC) (3) r O N V LC) O O O N r CO O C) CO V O O 6) O LC) C) 6) O O O (0 LC) 6) N (0 O O r (0 LL') O (0 O C) O r C) O (0 0 V LC) O N (o co r CV r r r r V LC) V V r N (o co co r (o co O 6) r LC) (N 0 LC) (0 V N r LC) LC) 0 (0 N 0) N 0 LC) V 6) C) 0 V N C) LC) 0 N N CO C) r (0 C) C) V CV r N LC) LC) C) CO CO N N CO V N N N N r r r O O O O C7 O) LO LC) N 6) N C) N O C) (N r N r N C r7 c r C oo C (0 i7 U O 0 sn= N UD COO Z J U O T R 00 0 co 0 N O O co Cast Votes: 0 (0 Over Votes: Under Votes: CC, Vote For 3 O O O 0 o O O C) C) CO N N- O N N O CO r C) 6) 0 C) 6) LC) N N 0 0 ( Lf) C) 00 0 co 0 LCV 0 0 Cast Votes: Over Votes: Under Votes: O ( O CO O LV 1.10 V O CC, Vote For 1 N U N 0 N E 0 2 R N (4 fn c2 d C .0._ E m -, 2 U 0 O U Cast Votes: 0 (0 Over Votes: Under Votes: O O V 0 r N CO N u - N O U U 0 N C 0 U_ 0 00 To O 0) r C Li Q 0 .N O Q O a` 0) 0 CO N Cast Votes: Over Votes: Under Votes: CC, Vote For 1 '0 ( 0 0 0 7 ((00 O M r N LL) 0 V �O C) r O U N 0 0 co O 0 U r 0 0 0 E N 0 0. E r R O. co U 0 co 0 O R N_ R 0 T Vas Ln— NFri ZLi Q 0 N O O. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q (n O C O N 0_ L a oma, > U 0 U N d o V N CO w Lo N Z (� II 11 N N CO O O N- o) O) (5 O p 10 co o co o j LC) (n N N O > > 'C O � 0 E N Z �o E o Z Page 122 of 216 R O F O .0 w 173 W Candidate Precinct 075 (Ballots Cast: 361) O O O O 0 C N COCV CO O CO 0 (O 0 O co L0 V CO O O CO 0 CO CO CO 0 0 0 0 0 O O o N- CO N N q O O O (O 0 (0 O L0 V CO 0 0 N. CO O O) NCO CO 1� 0 LL 0 0 U U L 0 O U_ 0 J a U co O N R M N Li Q O Q O ` N 0 CV N Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q U C U N 0 L 0 I • A U O U N o • o co C) N () w 05 O N Z (� II 11 N N (� Cj- O N- o) o O O O 10 () O CO O (D - C6 OD LC) • iii N O i O Zr) • 0 E N Z To EO Z Page 123 of 216 R O F O U W cos W N .0 Candidate Precinct 076 (Ballots Cast: 131) O OR O O 71- CD CO CO V LO ✓ C) co O O V N CO O o O O r LO N—O O CO N 71 - CD (O r 0 N- O 0 0 0 O r C O N CO O N (O L( N (O O (O N � N O O O ( CO CO N (O LO LO CO N O O C) L() N N 71- c C • C • 7 c r C o11- o C 0 (� U • c s = 4) UD COZ J U O T R O O O O O O LO O LO Lf O (0 r N 0 0) o O O 0 O) r 0 N Lf O V Co L O O) O 0 CO O 0 0 co 71- 0L O O O O N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 • 0 O) Or — O O r O CO x— N N (N r V LL) N N N x— C) V V r O LO N C) V N O 0 0 0 0 N CO O OR O N N V CO CO L() O N 6) CD 0 O r N N ✓ CO (O N O) (O N N O 0 0 0 0 0 ✓ V V V 0 (O O CO LO O ✓ Lf N r O N c- • c- O) r N O 0 0 0 0 O CT) C) �� N N N N N- 71' V V V V 0 co CV LO LO (O LO N m O) (6 2 m O N T OI N 0 R (0 = -O d' LL :O (4 " a' C '00 N C � 6 C t U (0 (0 E 0 0 Q 2 2 2 U 0 O 0 O O O 0) 0 O O O) N O V Lf) O) 0 71 - CO N O N 0 0 0 CI O) 0 O • O In V L() CO O O • 0 r LO L() O CO C N Cast Votes: Over Votes: Under Votes: O 0 0 0 0 0 CD CI CD • N..Ln N- N.. O O L() L() CO 0 N LO O (O N (O O) x— - N L() O 0 0 0 0 71- LO N r N 0 LO. CO O) r O) O • C) (O L() O - N L() (O N V (`') 1- 0 N O o o O O O CO - N V (1,0 O O N (O LL') (O N ✓ r L() O 0 0 0 0 0 0 C) r C) 0 O CO C) CO C) O O (O (O ( O CC, Vote For 1 O O O C) O (O O O O r N ✓ 0 1- O N O 0 0 L71- O V N O r c N O LO 1- 0 0 Cr) 0 0 0 • 0L r O O cy Cast Votes: Over Votes: Under Votes: O O 1� N Csi 1� N 0 0 CO C) O 0 LL) ✓ 0 1� N O 0 CV 0,. O O C) r N O O) CO O 0 0 O O CV CO O O O CI O 0 O C O (O O O O N O 0 0 LO O O O O 6) co O N 0) 0 CO O 0 N Cast Votes: Over Votes: Under Votes: O O CI ✓ N Csi 1- N 0 0 CO C') O O CO 71- OCO 1- N r N 71 - OR O O N L� O O CO O N CC, Vote For 1 O O O O) 0 O • O co c O O N O 0 0 0 00 O L( CD O O O CO 0 0) O 0 0 0 0 0 2 V L 7 O LN (O ;.7) 6) O O 0 U N co (O 6) 0 N V � 0 a 0 e N 0 0. e r co Q R U v R c O R N_ R 0 d (n Cn N6 'Fro Z Li < 0 O G Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0_ Page 124 of 216 R O F 0 W W Candidate Precinct 076 (Ballots Cast: 131) ( O O O ( LL) V V 0 LL) LL) V N O 1 - LL) V N 0 CO N 0 CO 0 N 0 0 0 0 0 CO CO LO O 'I- N: N- N N O LL V co O N N 0 CO N 1.0 0 0 0 0 0 LO V 1r O N LL) V LL) O V LL) V CO 0 N CO O CO Cast Votes: Over Votes: Under Votes: co O 11/05/2014 Page 125 of 216 L(7 O (o I I O O O 0) 0 O In O O co - In In (0 0 O O 0 E z (0 O H O O 0 O I I co O 0 O co O 0) c O 0 0 Ct (0 0 c O 0 0_ O N 0 co (o I N (h 0 O O co N O In(0 0 O (0 0 O 0 E z O F O W W Candidate Precinct 077 (Ballots Cast: 38) ( ( ( ( (0 (0 N (0 O CO L() O • LCi (10 LO N N O 0 0 0 O r O O) N L() CO N N N V - N V r - (N C) r O 0 0 0 co O O CO N r O N LO I� L() V 71 - - CO N r O 0 0 0 0 C)10 O COO (0 O O co C O 0 CO (0 0 c n • c r 7 m e o00 (� o c = N U 0 CO Z J 0 O T R O O ( • 0 (0 CO O O 0 CO 0 (0 O 0 0 0 0 0 0 0 0 O O O 1� C) O C) 1- 0 r O 0 0 0 0 O o O O O) 0 r Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 - L• LC) CO. 0 CVCO. CO O O r 0) co r co (0 V (0 CO (0 L() O 0 0 0 0 0 00 0 0 0 0 0 O 0 0 0 0 0 N r co N V 0 r CO O N O O O V O L( ✓ O LM CO 0 r L() (0 0 0 0 CO 0 (n0 • O (0 co (0 0 0 0 N ( O O (O 71- L() N- r L() co L() 0 N 0 0 0 r CO O I� N O V CO 0 1- 0 r N O 0 0 0 0 O O O O co O O CO LO CD CO � r N r 0 0 L0 L0 1� N N I� r O OO 0 co N O 1- O) L(') 0 CO O 0 0 0 0 O O O O N N CO 0 N O O 0 O CD N 0 0 LO 0 11)N (0 CO C) L() CO O OO 0 co N O 1- O) L() 0 CO O 0 0 0 0 0 0 0 0 O O O co N O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 L() L() 0 CO 0 CO (0 0 N- L() I- CO N 0 N r 0) 0 0 0 1� C) O O 0 N N L() r L() C) N O 1� CO r CO N O N O O O (0 C) O O O r (0 N N O) 0) O O C) O L() N O 1� r N O O O (0 C) O O O r N r (0 V L0 CO r 1� N N CO 0 (0 CO 0 O N V O) V CO N 0 N V N CO 0 L(') r r CO 0 0 N (0 N 0 0 ✓ C) N r r r r r O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 co.C7) (0 N Or O CO COCO(0 0 0 0 0 CO 0 0 0 (O CO- 0 C) r 0 (0 O 0 O O O (O CO O O O N N O) (0 N O (0 O O O O O (0 C) O O O ✓ r co r co (0 Lf) V 1� co (0 CO O) (N N r (N 0 0 O) V CO 0 N- 0 C) (0 CO O) 0 r Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: LL N O 0 0 0 7 C 0 U_ N U O r 0 Li Q 0 .N O Q O a` Cast Votes: Over Votes: Under Votes: CC, Vote For 1 0 0 0 0 71- fo O O O E V L() O O O L() O) O 0 N V L0 O) 0 r U N O 0 c N E N O a E > U R O. R 0 v c R O R N_ R 0 T Vas Cn N6 To Li Q Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q 0 O C O N 0_ Page 126 of 216 R O F 0 U w w N 0 N Q Candidate Precinct 077 (Ballots Cast: 38) O O O O O O O) O N N O 1- O 0 0 CO CO O 0 00 0 0,0 O 0 N F' O O O v LO CO c) v r- o r O 0 00 0 0 0 0 c'0 rico 0 0 0 CO c0 0 CO 0 0 O 0 0 0 0 000 00 d d O O O 1-- CO 0 CO O O O Cast Votes: Over Votes: Under Votes: co O 11/05/2014 O co O a) C O Q (n U C U N 0_ Page 127 of 216 O O p 10 () O 00 p 00 LC) •• ;Li N O O N 0 E N Z To EO Z R O F O U W W 0 N Q Candidate Precinct 078 (Ballots Cast: 323) O L ( O VL() (fl CO co co V N Ld O L() N LO CD N CO CD CD 0 0 0 0 C) C) O 00 O r LO 1� Ln C) ) O N CD r CO L(') 00 N r- (0 N CO CO O CO CT) ("Si V N V N LO LO N CO CO 0 0 0 0 x— N CO L() (Ni C LO N C) 0) O T R (O O N 0 CO O O O O O 0) C V O O N N 0 0 0 OO O O 0) 0 O co O 00 0 in 0 V 7f O L() O O N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0( 0 0 0 O CO O Com') x— C 71- OO N V L() (o V N V N N r N 1� r 0 r- N 0 0 0 0 0 0 0 O LL LO 0 0 N V V N (o L() N N CD CO O) L() N 0 L() N N V C) 0 0( 0 0 0 (� C) N CO CO V O r` CO. O CO (NI (NI N CD 0) CD CV CD CO CO V C) 0 0 0 0 0 0 1� CO CO CO 0 V O CO C) O O () C) tri O co N CD r` co CO 0) 0 O OO CO ON. (CO O O O 71 - co N O 1- 0) V 71- e 0 0 0 LO 0 LO N O O O V 0) 0 0 O O N 0 0 N LCV 0 L Cast Votes: Over Votes: Under Votes: OO N C) CO O V 0 0 71- CON C) CO 71- LO 0 0 V Loc co 0 N 00 CO CO 0 0)) O CNI CC, Vote For 1 N 0 N O 0 0 0 M 0 (00 O N O N 0 O 0) 0 CO N Cast Votes: Over Votes: Under Votes: O O O O co LO V C 0 0 CO CO CU LO 71- 0 O 0) 0 0 CO CO C) (0 LL) V (N 0 0 O O 1� N 71- CSI O O O O O 0 O 0 V 0 O CO C) 0 0 0 CO O O CO O co O o if 0 0 0 0 00 0 O LON co CO 0 0) CN,) O L() Cast Votes: Over Votes: Under Votes: O O O 2 LL) V CO LO N 0 0 CO (00 CO') ( 0 CO O O O V LO CO N. CD CC, Vote For 1 O O O C) 0 (00 1� O N 0 N 0 CO 71- e 0 0 0 O O 0 N O O 00 0 0 0 LL r O N co CO 0 0) ?71- 0 o 0 0 1- N co O N E N: N C) O (fl (fl co O U O 0 0 V N C) 0 0 d E 0 0 0. E r 0 O. R U v R c O R N_ R tr A 0 R 0) 0 0) NO Zcz Li Q 0 Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n O C O N 0_ Page 128 of 216 O F 0 U w W Candidate Precinct 078 (Ballots Cast: 323) O O O O O • N C) O ((00 LL) V LL) CO N LL() Ory 0 V O 0 0 0 0 CO LO 0 CI V71- • L() (0 (0 C) V LC) CO LN m (0 o w O 0 0 0 ✓ (0 (-,1 O CO ✓ LC) CO O • LC) N O ✓ LC) CO 0 r CMS) 0 r- O 00 0 0 CO N- 0 CNI N • LC) C) O (0 LC) V CO 0 LL N 0 U U L 0 O 0 0 J 0 U co O N R r-) N O O Q O ` Cast Votes: O (0 Over Votes: Under Votes: co O 11/05/2014 a) C O Q U C U N 0_ O N O 71 ▪ c.) - E O c o O Z II O • 0 Q tc. C . � •0 CD 0 _ o N (NI • Q) O E Q • Z O • A U O U N • o (7 C) (NI CO w Li)05 • N Z • (" II 11 N N (� O (. O r 0 (5 O 0 10 co O co O co- LC) Ln iii (n N O i O Zr) • 0 E N Z To EO Z Page 129 of 216 R O F O U W oss W 0 N .0 Candidate Precinct 079 (Ballots Cast: 206) O O O O N CO LO 0 LO r 71- 7f V V co V N LO N- O LO CO N V 0 O 0 0 0 co r O 0 CO O ll) r r O N (O LO LO N 0 N (O O 0 0 0 LL) O CO (O CO r O CO LL (O N 6) N (N CO COC)rr - N O 0 0 0 (3) 0 r LC) CO r LO CO 1� N O) V - O V N (O O T R O O O O 0 N. N O r O O rn 0 (O 0 0 N O 0 0 O O 0 O 0 0 N O c0 O • O co O O) O 0 0 CD 71- 0L N O O CO 0 CO Cast Votes: Over Votes: Under Votes: CC, Vote For 3 8R 8R 0 0 0 0 (O N N N r O N CO LO r O N 0) r 0) (O LL') (N O) (*Si (O 0 6) LO LO LO LO N O 0 0 0 0 0 (O LO CO 0 O r CO CO CO N N CO N V r r 0) (O N LL) CO CO r V 0 V N N (N (N O 0 0 0 0 0 rmcOrnmrn O V LO V N ✓ r N N r (O N O LO (O N LL') 6) V N (N N O 0 0 0 0 0 O r 0 0 0 (O N LO N O O CO ✓ CO V 0 0 N co — N N N CO LO r r O OO N 0 O LL LL) V LO 0 CO CO CO CO N O 0 0 COO 0 CO N O LL V O CO 0 0) Cc) 0 CO Cast Votes: Over Votes: Under Votes: O 0 0 0 0 0 CO LO LO 0 LO (O N (O CO N O O CO O V V 0 N N C) V N N V (O LO V N CO O 0 0 0 0 0 CD CV Ts. CD CO M LO CO (13 O r V O) 0) C) N CO CO (O 0 (O O) CO N O 0 0 0 0 0 LO CV r CV N N LO N V LL ✓ N r N N N V CO CO CO 00 CO N O 0 0 0 0 0 O LO Ln 0 (O (O N O O O N ✓ 0 0 0 N V CO V V 0 O) CC, Vote For 1 O O( O O N O r CD O) 0 r (O CO O 0 0 O 0 0 N O N c W O W O 0 0 0 00 0 N LO O r O CD 0 71- Cast Votes: O In Over Votes: Under Votes: O O ✓ LO N r Ts. co CO') LO O 0 co • c• d Ts. N O 0 Ts. CO LO V O (O CO OR 0 0 CO CV • LO O O) 0 O) N 0 0 O U U 0 0 c 0 0 U_ 0 O N ToC Li Q 0 .N O Q O a` O O O O O O) O O O LO 0 CO N O 0 0 O 0 0 • O (O O • O (O O 0 0 00 LL O LO ✓ O N c O O 0 N O D Cast Votes: Over Votes: Under Votes: O 71- ( V LO C) (O O CO N- - O O 0 ✓ L O 0 (O CO LO CD 0) 0) O 0 Ts. CO CO O 0 (O CO CC, Vote For 1 ( O O CO 0 71- r O c 0 00 O 0 O O 6) FT) O 6) CT) 0 ',Fee 0 00 N O r O co r N r O N 11 V O O 0 O co O U co CO O L() N 0 a 0 e 0 0 0. e r R 0. R U 0 R c O R N_ R tr d 0) N Z Li < 0 O 0. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q 0 O C O N 0_ Page 130 of 216 R O F 0 w W Candidate Precinct 079 (Ballots Cast: 206) O O O O co CV N CO 0 (NO 1� N r O (Ni V in CO CO 0) O 0 0 0 0 (n0 0 O O CCO O (0 O O ✓ L() 6) • LD 0 0 O 0 L 0 0 LD CO csi (0 N O r (0 (h (0 O C7 ✓ in co N 1� 6) 0 N- CO CO O O 0 0 0 0 VCO L() I. --O N CO O O 6) 1� N CO L() (0 O LL) N 0 LL 0 0 U U L 0 O U_ 0 J 0 U O N R (0 M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co T O 11/05/2014 O N Tr- _ O d c.) E O co z II O 0 0. a) C1 m +, W C71 Y T '5 O T r O N N CD U E t a0 z 0 U 0 U N d 0) z O O 0 O I I 00 O 0 O CO 0 0) 0 0 0- a) Ct (0 0 0 0 N 0 0 (0 0 R O F O .0 W w Candidate Precinct 080 (Ballots Cast: 303) C( O O O O O O O O ( O ( O O O O O O O ( O O O O ( L O O O O N (0 N 0 0 0 0 CO CO (0 CO 0 O 0 I40 L(') 0 0 O LC) LC) co0 N LC) L() O 0 LC) V O N O CO LC) O CO O O N (0 O C7 V LC) O O O N 1� N O O O co O O V O O 0) N N Lf) N N (0 O N CO N O O O) N O O r O N N (0 CO (N N V LC) CO 1� N0 CO N L() V 1� N CO 1- CO 0 N L() V OR 8R o O N L() V CO O O N- CO O (0 N LC) O r 0 (0 0 0 0 0 N CO O LC) O 0 N (0 L() - 0 CO N (0 O 0 0 0 O O O O (N CO O L() 0 0 N C C 7 c r C oo C (0 i7 U c = N U0 CO ZJ 0 O > R C7 0 0O) 0 0 _ 0 N O 0 V (0 0 1� V (0 CO O) 0 1� O) (O 1� o O N co V c') CO r O N O V (0 CO V N co LC) CO V N V 0) N 0 O N 00 0 O O NO 1� W O 1� N O co 0) 0 0) LC) 0 CO N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 V CO N. L() O O O 0 0 V 00 N N O CO 0 V 71- '1' V N V N O O( O 0 O V N (0 0 CO CO N CO O CO N (0 (0 (0 0 0) 0 N N O CO O CO r- O V N N 71- 8R 0 0 0 0 O O 0 0 0 0 0 0 L0 0 0 0 0 10 N O O O O 1- 0 N V CO V CO 0 0 0 0 (NO 0 CO (0 O 0 0 co aDr-O W N (N 0 0 o O Cast Votes: Over Votes: Under Votes: 0 0 O 0 LC) co 0 N- 0 O V if O v- r- N n0 CNI O 0 C N 1� 1� N 1- N LO CC, Vote For 1 0 0 0 0 N O O O O 0 CO 0 LC) O N N 0 N Cast Votes: Over Votes: Under Votes: 0 O CO CO LC) V LC) V N 0 (0 LC) ( O 0 0 CO 0co 0 0 00 0 (`N') O (O 1� N csi O O LC) 0 CO O Cast Votes: Over Votes: Under Votes: O ( CO aD O LC) V O CO L0 LC) 0 0 L(� V (00 CO m v CC, Vote For 1 0 0 1� o N O N ;7.N 0 O V v 0 v O O 0 ?71- 0 0 0 7 N O O r- oi N (O O O O 0 N CO LC) CO 0 0 V N 0 0 0 E 0 0 0. E > 0 R O. R 0 v c R c O N_ R 0 N R N N N C Zcz u_ < 0 N O O. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0_ Page 132 of 216 R O F O U W W 0 00 N Q Candidate Precinct 080 (Ballots Cast: 303) L( L O O O CO N0 N- O V cV O 71- CO O 0 0 0 (7 0 1- O O O C) O (O N 7 0 V O 0 0 0 0 O 71-O fD LL) V (O O ( ) ✓ in co V CD 0 LL 0 0 U U L 0 O U_ 0 J a U O N R M Li Q O Q O a` N 0 (O O Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q N (0 O C O N 0_ L A U 0 U N o d o C) N CO w Lo(n N Z CO II 11 N CO cr O N- o) 0) O O p 10 co O CO O (D - C6 00 LC) iii N O i O 0 E N Z To Eo Z Page 133 of 216 R O F O .0 W W 0 N Q Candidate Precinct 081 (Ballots Cast: 1,425) O O O O CO N 1� C7 N N V C7 1-: (O V 0 71- N CO � LO N 0 LO 0 0 0 0 LO CU 1 CO (3) Cc) LO N V N (00 N (N 0 0 0 0 (7 0) N C ) N CO 1� r- N (O 0 0 (0 V 0) T -- CV CV CO C7 N N 0 0 0 0 0 CI CO CD CO o (O 0) (7 N LO O CO 0 N LO C n C 7 c r C oo C i CO 7 U d 2 m 2 c 0 0 N U0 OOOZJ U O T 2 O O ( V O (O V O L() 1� O O co O 0) N 0 0 0 1"- O N Lf Ooo N 0 0 (O 0 (O O co O 0 0 N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 CD CO 0 N 0— CO CO (Ni CO V N V N N N (NO (3) LC) (O N (O 0 0 0 0 0 0 V LC) 0 0 V V N N O LO 0) V N N CO ('7 LO CO 0 CO (O 1� C7 N CO N 0( 0 0 0 0 0 N V 1"- N 0 O O V 0 C7 N N N V N V N N N N C7 0 CO CO (O 0 CO r- C) (O CO L o 0 0 0 0 0 0 (O V N O N N N 0 CO LO LO V 10 V V N L(') O OO (O 0 (07 7 O (O L6 N O 0 N 00) N O 00 (O 0 0 (7 O O 0) L6 71- o O N 1 1"- 0 0) (07 CO O LO Cast Votes: Over Votes: Under Votes: O O 0, O 1� N 0) 0 CO N 0 0 0. O 0 O 1"- N CNI 0) 0 0) 0 N 1- N T -- 0 N LO LO 0 0 co r N CC, Vote For 1 U N 0 0 20 d C C g E N Q O O E0-, 2 U 7 O U O O O (07 0 (O N O co V O r ((') N 00 ( coCV 0 r O O co m O I -- co co 0) CO C 0 CO O 00 0 0 0 0 1� O (NI 0 0 Cast Votes: Over Votes: Under Votes: ( O N O 0) LO (0 LC) O O 0 0 CO 0 LO O 0 O V N N 0 0 CO 00 N 1-: 10 CO 0 0 0 0 0 0� L1 CS) V O O 1� 0 C7 1"- O N N O N- 0) N 0 CO CN 0 0 0 0 (n0 0 CO (`0 O CO 0) LO 0 V V 0 o 0 0) O O (7 O (O 0) co O V O Cast Votes: O 0 Over Votes: Under Votes: 0 O N 1� V Lf) LC) r O 0 0 00 N N LO 0 O 0 0 N. CO O LO V 10 (O LN V 0 CC, Vote For 1 O o 0 O U N 10 V CO 0 0 0 E 0 0 0. E r R O. R U v R c O • R N_ R tr A N 0) N N N C 6 To zcz Li Q O O O a` O OO CCI 0 (O () O (O 0) 0 0 LO 0 0 0 0 0 00) N O N- 0) 00 0 co 0 0 0N) o O 0 O N O Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n O C O N 0_ Page 134 of 216 O F 0 U W W Candidate Precinct 081 (Ballots Cast: 1,425) O O co N- CO CO O - CO 0 0 CO LC) O O (O 0 in O N O 1- O O) 0 (0 0 O 0 0 0 0 N - N- (O O cam') O u) v o) CO CO I o71- V O 0 0 0 0 (O V O 0 Cr) O 0 0 O N O lC) co co O) COCO - CO ((0 O V N I� O 0 0 0 0 CO- (0000 1� N LC) O (0 co co N. O 71- CO V O r O Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O (n U C U N 0 L • A U 0 U N o • o co C) N (0 w 10 LT O N Z co II 11 co (NI N (h cr O N- O) 0) O O O 10 C) O CO O (D - C6 C LC) Ln N O i O Zr) • 0 E N Z To EO Z Page 135 of 216 R O F C O U W W Candidate Precinct 082 (Ballots Cast: 86) O O 0 LO L O O N I.O O N O • co V 00 LC) CD CO N C) O o o O • co O) L (b N (C) C) CO v C) cy N- (() O O O O (fl O (fl (O O (O (O • V co U0 (N N V O O N O co O O c7 O (O co 0 0 (0 co 0 0 0 CO 0 C) • O In co O 0 0 V co O O O OR 0 O O 6) N (fl CO CO O V O O (C) r O) ((') (NI N CD O LO N- 0 (NI N N N N O 0 0 0 o O O) 0 O) CO O N O N V N 1'- 7i O V V (0 N N N V 0 CO 71 - OR 0 0 0 OR 0 OR CO co CO (() O) (fl O) (() O) r` O (0 V (O O (() (0 • N N O () O ,— N C OO O o 0 CV (7 O (O (0 O) 0 O) c- c- O O O W O O O O (0 V co ((0 O 0 0 0 0 0 0 V C 0 V CO CV CO O C) O 0 (0 6 N C) (O N- 01 (0 (0 V N O O O 0 0 O (.fl ((') O r- V r r- C) O Co V N O • N co (0 6) (0 V 0 0 0 0 0 0 0 0 0 0 0 0 0 • tb N N O N N N N r r- N ((i C ( O O (� 0 N O r W 0 (0 � r O O 0 CO O CO ✓ O N 0 M O (0 (0 0 O) N O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0. N O) 0 0 0 (() O 0 0 0 LO C) 0 r 0 C) 0 0 CO CO 0 O) O CD (fl (fl O O O r` LO LO (n LO N O O co O co O O co C) C) O O N- V r` O O O N N N r` N (0O N O N O O C) N N O N N O C) V (0 co O) O N— CO 0 0 CO N N (0 N (0 0 C') 0 0 0 0 r r r N r C 7 N r C oo C (0 .0 U d 2 '5 LO O c s = N U0 COOZJ U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 U N D T ti yC N 2 N 1 2 N U C N yY > O U) T> T , 0 Y 0 >= O 'EN O o O LO (0 -O E E H 0 0 Li 2 U 7 O 0 N 0 Cast Votes: Over Votes: Under Votes: O O 0 O (0 C) L() V O (0 71- 8R 0 O CV N (p 7r up O) 0 N O 0 CO CO C) O L() V (0 V ( O 00 CO CO O (0 co N ( O O C�Cc)(C O (( O V co N 0 V O O 0 0 0 0 0 0 0 0 O O O 0 O O O 0 0 V co O 0 0 0 0 0 O O O O CO O O Cast Votes: Over Votes: Under Votes: ( O N CO cd L() V V 0 O O ✓ 1.12 (b C) (fl LO 71 - CV N O 0 0 O O O (0 LO 10 LO CC, Vote For 1 • O ( Com') 0 C Lf) O V co N 0 V CO O 0 0 0 0 0 0 0 0 O O O 0 O O O 0 0 V co CO O O Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n O C O N 0_ Page 136 of 216 R O F 0 U W W Candidate Precinct 082 (Ballots Cast: 86) ' OO O O) 0 O ✓ O lf) O) O 1.0 CO O 0 0 0 0 CO V O (O N N r O N ✓ «) rn (O N CO O N CO O 00 0 0 (`O') CO. O 0 co O O O ✓ (f) 0) (O 0 CO CO O 0 0 0 0 CO CO 0 0 0 CO Co N O 1- O 6) 0 N N 0 Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q N O C O N 0_ O N _ O d c.) E E O c o O Z II 00 Q .+7 W c .0 •0 CD 0 o N_ (NI .L CD U E c Q Z 0A U O U N o d o C) N CO w LO05 N Z (� II 11 N N CO (rj O r 0) O O p 10 (r) O CO (D - O6 O L!) iii N O i O 0 E N Z To EO Z Page 137 of 216 R O F O U W W 0 N .0 Candidate Precinct 083 (Ballots Cast: 203) O O ( O c0 O (O 11 N- (3) C) 6) (O O N C) N (O r r C)(N 0 0 0 0 (ON (O (O N C) r N Li) O C) LC) N (O V 0 CO V V 0 0 0 0 O N O r N O 0) (O V r r (0 LL) C) V 0 0 0 0 o - coo C) N V O N- CO r V CO 0 Co.n a7 rn r C o C (0 'ES d 2 m 2 c _ = N Uco COO Z J U O T R OO O O N V C) O 00 0 (0 0 C) O (O (0 O C) O O 00 0 co 0 N O O O (O O C co (0 0 O r N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0( 0 0 C) V LL) 0) 1� r 0) O O 1.0. N N r r- N O N (O CO CO 00 0) V LL) r- co 0 0 0 0 0 0 co —. (O C) 71- C N r- r N 0) (O V V 0 N C) N OO O 0 O O LL LL) V O o rn co co N 0 0 0 LL.0 0 V O LL) LL) V 0 N O O N- O r N CO O N.: 0) O co in 0 00 O O r 0 0 0 r71- M O (O co in Lli N LL) N V O OO C 0 (00 0) O O I- N O N (0 V 0 0 0 CO co O O r-. O 0 O V LL (O C) (O CO (N N O 0 0 V LL) LOC O O O 0 CO O O 0) LL') 0 O 00 00 0 N- O C) N- O N 0) O O O O 0) O O co co— O (O CO 00 0) 0 0 CI C.D. ((00 C) O OO ((00 0 (n7 O O 0) (O 0 r - O 0 0 0 N- 0 C) N- O N O O O co O 0) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ll') (N (O V O V N O C) M 0 CONC) V 0 0) ) r` 0 (O - 0 (O O C) LL) r- CO C) N O N- CO O 00 O O 0) O 0) CO O r- V lf) O CO LL') O N- N O LL)0) O V O O 0) O O 0) O 0) O O 0) O O O (N N r- Lf) V V LL) O r- (O C) 00 r- (O C) 0) V V C) 0) V 0 (O (O N (O V 0 LL) 0) N 0 CO 0 N N 0 N C) N N N r- C) 0 N C) (O r- V N N- LL) N N- 0 0 0 0 0 0 r LL) N CO C) N V CO Lli C) (O N L() r V r N LL') N 0) 0) C) N 0 1-0 O 01 Cast Votes: Over Votes: Under Votes: 0 0 0 0 O O O O co in 0) V N CC, Vote For 1 N U N 0 0 E 0 2 R 0 O) (0 .R (0 fn d C .0._ E m -, 2 U O U LL) 0 N r Cast Votes: Over Votes: Under Votes: 0 0 0 0 -. CO N O r N- N r O N N 0) N CO LO O Cast Votes: Over Votes: Under Votes: CC, Vote For 1 0 N O O. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q 0 O C O N 0_ Page 138 of 216 R O F 0 U w w Candidate Precinct 083 (Ballots Cast: 203) C' O O 0 O CO (O CO V co N N O O ✓ in c0 0 N- N N O 0 0 0 0 L V (O O (`O') C7 (O c0 O ✓ «) co O 0 0 0 0 L N. CO 0 o O CO. c (o 0 ✓ (o • m o o 0) O 0 0 0 0 CCDC �co O O N N O L() V CO Cast Votes: Over Votes: Under Votes: co O 11/05/2014 O co O a) C O Q O C O N 0_ O N _ O d c.) E E O c o O Z II O 0 Q t.. Page 139 of 216 R O F O U W W 0 00.0 Candidate Precinct 084 (Ballots Cast: 210) eeee O N N CO O (NI (NI LO LC) co 71- -- -- CO LO 0 N LC) O o 0 0 0 N V T -- CO -CO V O CO N 0) LC) N cov O) CO N N Cr) o 0 0 0 CO LL) C L A LO LO O 1-- O LL) O N 71 - CD (0 Cfl CO N V O O O 0 O N Lf O O 0 0 0 LO 0 LO 1� O N O O CO r O CA O N- O) 0 0 0 0 CO LO C0 CO 71 - CO (O CO C. CO CO LL) C) N- N - CN C' (0 CA LO LL) N N- r C) V LC) N 0 0 0 0 0 0 —00000 V N V CO CO N LL) (0 N (O O N (N1 N V LO 0 0 CO C) 0 0 0 0 0 0 0 0 O C O O V LO LO 71 - tri LC) N. N N O N- N- 0 CO V C) N N OO O 0 O N O 71- 11 CO 0 N 0 CO 00 0 0 0 O O 0 O O 00 (00 0 CON LL O 0 0 ((00 O O O (07 (07 0') C) (0 V C) (V (0 LO 0 0 0 71- T-- CO (0 O Ln C) C) N N V (0 N N 0 0 0 OO O O N O V C) N (0 V LO C) N OO : O LLO O NO - N 00 0 0 0 0 1� O inN N- (NI O O CO 0 CO ( O CD V ((0 CO (N r 0 0 V LO (0 C) Lf) V 71- 71- V CO 0 0 O � LL) (0 CO ( CO (00 O ( O O 0 0 71- N O N- O) LO 0 in O 00 0 0 00 0 1� LO O c. O CO O (N 00 0 0 0 O 0 co CD 0 CNI 0 0 0 0 0 0 0 0( COO COCOCO0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N NCOO 0 CO N 0 (N LO C0 . O 0 C) T --LL) 0 LC) N COCO O O O C) LO 1� LO) (O LO O V CO V C0 O O CA V LO V O LO N CO O O O C) (0 O LL) N N. O N C) O N. O) O O O (0 O V (N CO O (NI C) LL) V L() CO LL) V 1� N CA N V CN 0 CO 0 V LO 0 V CO N N— CO 0 CO N. LL) — CO 0 CA L0 C0 0 C) N (NI C n C 7 N r C 0( 1) i CO � U d2 m 2 c = N Uco o D CO TD U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 N 0 N 0 N E N 2 = R N (4 fn d C .0._ E m -O -, 2 0 0 O U Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: O O 00 N CO. LOC) 71- 0 0 71' LO (O C) LL) V 71- 71- V C) O OO O 0 O O O O 0) r O 0 0 O 0 LO O 1� O O CO O CC, Vote For 1 'Oo 0 0 0 0 co0(n7 CO,-) O ((00 N N.: (0 O LL) V CO O U N O CA CA 0 co U � 0 0 0 E N 0 0. E r R O. R U 0 R c O R N_ R t0 T Vas CO O N zcn Li Q Cast Votes: Over Votes: Under Votes: co 0 11/05/2014 0) C O Q 0 O C O N 0_ Page 140 of 216 R O F 0 U W W Candidate Precinct 084 (Ballots Cast: 210) O O O O O OCs1 LO 0 LO CO O O 6) • CO 6) O 0 • L() CO 1� 0 CO CO N O 0 0 0 0 O O 0 00 O LO Ln V r O N (h (O rn CO 0 CO 0 N LO O 0 0 0 0 COCD 71- • CO N0 1,- O 6) V O LL) ✓ in co I� V 0 r- 7 L() 6) O 0 0 0 0 • CO N O CO CO(O CO N O (O 0 O N O 0 O N (O Cast Votes: Over Votes: Under Votes: 11/05/2014 Os O O 0 O I I CO O O co O a) C O Q U C U N 0_ O N _ O d O c o O Z O 0 0. C1 W c� � 0 T �� O T i-) d 0 rc OCL N(NI .L Q) U E Cn CD Q O Z 00 A U 0 U N C) N co CD N II II N N (h O � O r T O O O UD 00 O CO O (D - C6 OD LC) iii N O O i O N 0 E N Z To EO Z O F O .0 W W N .0 Candidate Precinct 085 (Ballots Cast: 91) O O O O (O CO CO 0 CO O r r N O CO N O T-- 0 CO N LC) O OO O 0 O O O) O) O O CD O O W 0 0 0 0 0 0 C) 1� 0 C) (0 0 C) CO O C) O O L() V O C) O O N CO N V L() O LO C) N N C) O O O 0) O O V O L() L( V O O C) LC) N L( O O LC) 71- (O LD co CO O O V V (0 0 CO CD ( O O 00 O (O O O O r V 0 1 - OR OR (0 O C) ( ((00 CO O L() N O OO N ON. O N O) CO 0 O O O O CO O O 1� N O CO LC) T-- 1.0 N O OO 0 co O O 0) O) N 0 O) CO 0 0 0. 0 0 0 O O O o o O o O O o 0 o O O o ( O O o O O O o O O N ( 0 CO CO CO O OCO 0 0 0 0 r 0 C) f•-• 0 C) 0 0 V 0 ( CO r N O O a L(Ln C) O C) V O O L() O L() V O L() CO L() O V O O CO O CO CO CO O lf) ll') L() O C) O O W O N L() N L() O (N O O) O O O O C) 0) O Lf) I� CO N V L() Lf) V N r N O O CO O V CO C LO O N 0 N N N r CO r 0 N N O 0 0 C) M 71- CO 0 n (`O') n O 0 C) csi OLO O O O O V 71- 71- V V 71- d O V 1� V V N CS1N 0 O O O o O O O N 10. O 0 0 0 N O O O O O N coO O O O N O O) N O O O) 0 C 7 c r C oo C 0) .0 U c J N UD CO ZJ U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 OR OR 0 0 0 V LC) CO 71 - LO L() C) CO O O C) V O C) O O N CO CO O CO O O 00 0 000 CNI 71- LN L( O O C) L( o O) L( N O O O C) (NO CO (Ni V C) V C) N 0) O O 0 N N O O 1,- C) C) CO O 0) N O CO N- 0 000(0 0 O 0 000 O 0 0 0 0 O 0 0 O - (OOOO 0 0 T -- CO N O LQ O O O O L(L(O O O 00 0 0 0.— 1� c- CO N CO L() O O O O N- N O O O O O O O O N (NI,- CO V L0 C) ,— CO N LO LC) CO N L() N C) V C) ,— CO 0 (V V Cr) ,— CO 0 N V V CO 0 N Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: 0 0 0 O O O O O O O O N O 1� N N O) O O N W CO N- 0 0 CO N CC, Vote For 1 0 0( 0 O O .0 0 0 O 1 N O O O Lo 0 0 UN V C) 1,- 0 co 0 0 0 E N 0 0. E r R O. R U 0 R c O R N_ R t0 T 0 R N ZLi Q 0 N O O. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q (n O C O N 0_ Page 142 of 216 R O F 0 U w W Candidate Precinct 085 (Ballots Cast: 91) COCD V O O O O O O O O O oo O O CO O 0 00 0 000 0 o 00 N O N. O O 0) O O co V co 0) 0 00 0 CO O 0 00 0 O0 c0 O O O N r CO L() N 1.-- 0 CO 0 LL 0 0 U U L 0 O U_ 0 J 0 U O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co 0 11/05/2014 O co O a) C O Q (0 O C O N 0_ O N _ O d c.) E E O c o O Z II O 0 ..' Page 143 of 216 p 10 CO O CO O p 00 LC) •• ;Li (n N O i O 0 E N Z To EO Z O F O U W W 0 00 N .0 Candidate Precinct 086 (Ballots Cast: 263) O O O O C) C) C) 0 (NI CO LO 1� C) Ld C) N CD IN CD V CO LO LO 0 0 0 0 co IN LO LO (fl C) CO V O C) N 1� LS0 N 0)) N CNI 0 0 0 0 O CO IN LO O N V O N r (0 N LO 0 CO (0 CO (0 0 0 0 0 CO 0 LO) 1I--- C00 LO O IN O O N C) N 0 C n 7 c r C 0(1) CO o c _ = N UD COOZJ U O T R O O O LO 0 LO CO O CO O O O CD L(') 0 CO CO N N 0 0 0 C 0 I, - LO. O 71- o6 CO O) 0 0 0 0 0 0 CO O 1N r O N (K) 0 0 (0 N- O Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 1N O) 0 0 LO O N O LO C) CO. O CO V (O (O N N N CD CO (3) 0 V (3) 0 CO CD CO 0 N 0 0 0 0 0 0 CO CO O IN IN CO CO 0 (0 C) LC) LC) V N N N L0 V CO (V (NI 0 V LC) N Lo 0 0 0 0 0 0 N C) 0 CO CO N (NI O LO C) 0) LC) 1- N (0 N N CO N- r 71 - LO LC) 0) V 0 0 0 0 0 0 N C) 0 CO 0 00 CO CO LL) O CO N O N C) LL) 0) V N CO CO V N— N CO O OO 0 IN C) O CO O O 0) O co 00 0 IN 0 N (O O C) O O L) N co O co N � N 0 LC) CO N Cast Votes: Over Votes: Under Votes: ( O O 0. O 0) O LC) 0) N V N V C O 0 0 0 LO 0 LO N O 1N O LC) O N V N (O CO N C) N 0 0 0 ((00 COQ) CO C) N (NI N V (NI N LC) (0 N V N 0 0 0 Nr --0 O co LO N LC) 1. CC, Vote For 1 O O O 0 O O O) O Cb I- N 1N 0 CD 00 00 0 0 0 0 N O (0 C) O O O co O O V O L0 Cast Votes: Over Votes: Under Votes: ( O (0. N N IN 0IN 0 0 N IN O N NN 0CO 0 0 IN C) CO O O (0 CO 0 0 0 O O O co N CNI C OO O 0) O O ( O (0 O) 1N 0 CD N 0 0 0 N) 0 O O V O L(') O) N O (o 0 0 CO 0(1 0 0 0 LO 0)) 0 O (0 O N 10 O V Cast Votes: Over Votes: Under Votes: O O CO CD 00 Cn � (O N- . -e 0 CO N 1� O 1� N CO CO 0 0 1. CO CO C) co C) C0 CO CO O CC, Vote For 1 O OO 0 0 O CO N O 1- O) 0 0 0 IN CO O 0 0)) V O LL) O) 0 1N 1N 0 O) 'O 0 0 0 0 0 (`�') ((00 2 O O n N I (6O'5 N 0 U N V 10 0 71- 0 0 0. E r co O. R U v R c O R N_ R tr T Vas NTo zcn Li Q Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q 0 O C O N 0_ L v a oma, U 0 U N o d o m V N () w Lo N Z Cr) II 11 N N CO O crj- 0- N- o) O) . (5 O p 10 co o co o j LC) (n N N O > > 'C O � 0 E N Z �o E o Z Page 144 of 216 R O F 0 U w W N 0 N .0 Candidate Precinct 086 (Ballots Cast: 263) O O O O O N I- 0O O O. CO V O ((7 O co O CNI 0 O co O (f) (NI 0 0 ( 0 0 O O N o CO O O (h O (O m v rn CD v o O m 0 0 0 0 0 `r w V o O N V O 0 co co 0 O) O) 0 1,- CD 0 0 0 0 0000 (`') (O O O O co 0 O N I� O O O Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n U C U N 0_ O N Tr- _ O d c.) E E O c o O Z II O • 0 Q t.. Page 145 of 216 O F O U W W 0 .0 Candidate Precinct 087 (Ballots Cast: 351) O OR OR O N O 71- 71- • V N C) L() V LC) C) CO O) LC) N O O O 0 IN.. O CO ✓ O CO (O c- N r N - N LC) CO CV ( CO - CO (00 O O O C O N- 0 O O 0) O O O 0) 0 N Oco o O O N- 0 CO CO O (0 O O co 7r O 0 O 0 0 0 0 0 O 0 IN.. CO N- O O CO r O • C V N r N N (0 V N V (3) CO r r (3) C) O 0 0 0 0 0 0 71- O LC) (3) O CO C) O r V N (0 ✓ r CO N V CNI V CO CO N CO OO O (n0 0 �7 O O O V LC) C) 0 0 LN 0) o O C LI)00 V O O ✓ LC) O O O O O • LC) (�0 C N C ✓ V O O CO O ( O N LC ✓ 0) ✓ CO CO CD Cs1 CO O O ( o 0 O O O 0) (NI 0) O N 0 N O 0 0 L • 0 ✓ O O 0) N O O O O O O CD N N CO CO N O O (N N- L LC) CO CO N O O ( • 0 N O O O O lf) 0 (0 C O' O 0 0 (00 0 1- O N O O (0 O O 0 0 N (0 CO 0) 0 0 0 (0 CO CO 0 OO O N7 0 (00 N O O O O (7 0 0 0 (00O r0 N co O (0 O L O L O O O o 0 0 0 O o O O L o O o O O O O O ( O 0 O( ( O O CO LC) CO LC) 0 0 0 CO r LC) 0) LC) 0 LC) L(') r O co O r O O 0 V CO N (0 0 O71- CO. r x N V O (O O r CO r O N LC) N O O O O O O CO O lf) V O O - C) C) CO O L(') N CO CO CO O N 0) (0 V V O L(') O 0) O N N r O O 0) - CO V CO N N LC) V co V r N r N 0) CD CO 0) 0) V 0) CO 0 0 CO (O r CO 0 (N CO (NI 0) V 0 r r CO LC) 0 (0 N C) 0 N - LC) (0 (0 N r (O CO CO 1..0 (N CO (0 LC) (0 CO V V CO 0 (0 C0 N N O ( O O CO ✓ N LC - N LC) LC) CO 0 N N C • C 7 c r C oo C (0 i7 U 0 2 O (0 c s = N UD COZJ U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O O OR 0 o OR (0 CO (0 N- CO O (0 CO LC) CO O LC) (0 0) 0) (0 0 0) - N N 0) (0 CO 0) V CO ID 0 O Cast Votes: Over Votes: Under Votes: O O O CO 0 - CO LC) LD CO CO 0 O') CC, Vote For 1 N U N 0 .0N E 0 2 R Y 0 = (4 fn d C .0 E m ° -, 2 U 0 O U O 0 LL O V O O V O N Cast Votes: Over Votes: Under Votes: O O N- CO N O N L 0 O (. U 0 0 C 0 U_ 0 - To N 0 O (0 C Li Q 0 .N O Q O a` O 0 0 N 0 N- O O O 0) O V co Cast Votes: Over Votes: Under Votes: CC, Vote For 1 0 0 0 0 0 0 7 c O O 0 O O • N O r- LC) V N 0 U N O V V O r V N C) 0 0 0 E 0 0 ce0. E r R O. R U 0 R c O R N_ R 0 T Vas 0) Cn N ZLi Q 0 .N O O. Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q O C O N 0_ L v "6 a U U N o 0 d o C) N CO w Lo N Z • (� II 11 N • CO O cr O N- o) O) . O O p 10 co o co o (D - c6 j 1() N N O > > 'C O � N • 0 E N Z �o E o Z Page 146 of 216 R O F O .0 w W N 0 N Q Candidate Precinct 087 (Ballots Cast: 351) ( O O O O 0 LL) V CO O N I- N O L() V CO N O 071- CO) (' 0 0 0 0 0 CO. CO C0 (00 O N- CO r - O N LL V co CO LO LO LO r 0 (0 O 0 00 0 CO°O� oo O 0) O O 0) co co co O 0 0 O CO N 0 Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q N (n U C U N 0_ O N Tr- _ O T d c.) E o d c o O Z O C 0. tP L A U O U N o C1) C) N () w 1005 O Z CO II 11 N N (� cr O r 0) Page 147 of 216 O O 0 10 C) O CO O (D - C6 OD LC) 0 N O i O 0 E N To E Z � O � H Z R O F O U W W Candidate Precinct 088 (Ballots Cast: 740) OR OR OR 8R C) C) Cc) LOCc) w N 0) V C) N LC) 0) CO 0) LC) N 0 0 0 0 N- r 71- 1"-- 1� CO V C) 1� C) V N— N LC) V LC)CO( 11 0 0 0 0 0 00 CO O c N C) C) C) LO CN) 0)) (O O O O O O c- V N LO CO N— C) C C 7 c r C oo C (0 i7 U N 0 (0 c s = N UD CO0ZJ U O T R OO (co O N 1s- O N CO O O 1� 0 C) 0 O 0 0 0 N 0 CO O O 0 O O 0 0 0 co 0 n O N O CO CO Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 co O 0 N C) LO CO N M- CV N N O 0) N N N (3) V (O (O 0 O O O) O CO N N O O O 0 0 ( O O CO Is- O V C) c- O r V N N N O V O N LO LO CO V () C) 0 0 0 0 OR O V O CO V N LO C) LO LO N N O c- C) 0) N O 1- N N N LO V O O CO COC SI O 0 C) OR 0 0 OR 0 O O 0 0 N LL) (0 N O O CO O O N O 1- O O N N N (NI V C) CO N 1� N N N N O OO V O co C) O (O LL) V (O 0 71 - CO O O 0 O O O 0 co0 N O 1 - LL V V O co O V coO 0) V 00 0 N 0 COCV O O LO O O O Cast Votes: Over Votes: Under Votes: O O O 0) O O 0) O O O O co CC, Vote For 1 O O O o 0 O LL) 71 - CD O) 0 V C) 0 0 0 O 0 c0 O LL V m O 71- O Com') 0 0 0 0 O N O N Lf) V C C0�) O 0') Cast Votes: Over Votes: Under Votes: O O V LOO (00 CO') CO N 71- 71- 8R V 0 0 CO 0 O CO 0 N 0 0 L( V O O (') Is - CO O O C) O O (00 (')C) O O O 0 O 71- O O CO C) (O r O O 0 0 N 0 r O N 0) co O O co C) 00 0 cc,01 00 0 CO N O 1- O M. 71- 0 0 N C) fD CVO Cast Votes: Over Votes: Under Votes: 0 O coO LOC)71- 0 CO C) N 0 0 O 0 O O LL) V 0 N O O 0 0 CO N O c - LO V 1s- 71- CC, Vote For 1 'O 0 0 E 00)) O C 7'- 0 O U N C (') V CO N 0 0 0 E 0 0 0. E r R O. R U 0 R c O R N_ R .> 0 T Vas 0 N C ci Li Q O N O O. O O O ( V 71- V O O 0) 0 0 0 0) 0 0 0 O O O O N_ 0 C) 0 O N Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q 0 O C O N 0_ Page 148 of 216 R O F 0 U W ccs W Candidate Precinct 088 (Ballots Cast: 740) O 0 0 0 L N 1� Lf O V N n:O W v o) 71- 0LO v 0 rn CD ▪ N O 0 0 0 0 CO (NO COO 0 0)) N: N N O r L(i V O) I71- � COCV O O CD N CC) 0 LL 0 0 U U L 0 O U_ 0 J a U O N R N Li Q O O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n O C O N 0_ O N _ O d ▪ c.) E E O c o O Z II O • 0 Q t.. • W . � • •0 CD 0 o N_ (NI • Q) U E Q O • Z O • A U O U N o d o C) N CO w 1005 � O N Z (� II 11 N N CO O co O r O) Page 149 of 216 O O O 10 co O CO N (D - C6 Cp LC) N O i O N • 0 E N Z To EO Z R O F O U W W N .0 Candidate Precinct 089 (Ballots Cast: 167) O O O O - N O O CO N • V CO 6) - N LC) V CO CO - CO 1� O O ( V O(O O O O N O N- O 1N 0 0 CO CO 0 0 0 0 0 0 (0.0 0 CO N (O N O O O O V O) C) C) O N- N 0) V CO CO V O OO L( 0 o) O Lf) V LL) CO 0 CO N 1- N O O O (0 V (O 1� LL O I- V ✓ '1' 0) O O O CO (n0 0 CO ✓ O LC) (O co co O O) O LC) ( O IN N (O C) L() V CO (0 OO O (NO 0 co N O O co O O) V O ( 0)) O LLC V CO (0 O O O N 0 N - (O O C) CO ( 0 0 0 0 0 0 ( 0 0 0 0 0 0 0 0 0 0 0 0 0 ( 0 0 0 0 0 0( 0 0 0 (O 1� O N 0 CO N 0 O O CO CO 0 0 0 V V— CO 0 N O CO 0 (0 V (O 0 O (0 V CO N O 1� CO (0 (0 CO O 1N O CO (0 CO 1� O N O C) O (O V L(') O CO N 1N LL) V N O 1� r r C) C) (N ll) C) O (O 1� O C) O () N C) O (O N 1� O O - Lc, co N N V LL) V co co(O C) Lc) V O (0 V O O) CO V O (O N (O (O O CO 0 N OV CO 0 O C) V 0 coco O) N O co V I� co N N N N (O N V V CO V co co O 0 0 0 N CO 0 1.0 Cr) CO LC) 6) V - CO V CO O N 0 0 0 0 0 0 0 O Ln LL) LL) N N O N O • O (O C) N O N N 1N (O CO L(') 00 co O 0) 0 0 0 • LO N CO O N • LL') (O co -71- N- • T-- (O 0 0 IN CO N 0 N. O N (O co 1N 0 N CO 0 0 O O C) (O co co O T -- (N N O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CO L1N 0 r 0 CO 0 0 0 0 0 0 CO 0 N 0 0 0 LL) 0 ((') CO N 0 CO CO (0 O V O N O T-- 000000 CO O O O O V (0 O L0 (O CO CO O LC) r (O O r O N V V N (O (O N 1-: O N O O O LC) O V(O C) O N l'-- r N N N x— x— x— CO (0 N CO (0 V LC) co CO N - CO CO 0 N- 0 LL) (O (O N V V CO LL) O N CO (0 0 0 N N (O CO 0 V N V O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 N 0 N 0 N E N 2 R N (4 fn o.0._ E -, 2 0 0 O U Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: 0 0 C) (0 (O CO co CO (O CO O CO CC, Vote For 1 Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q O C O N 0_ Page 150 of 216 R O F 0 U w w N 0 N .0 Candidate Precinct 089 (Ballots Cast: 167) O O O O O O O� o O O • LC) N O ✓ co co 1� 0 0 V N O 0 0 0 0 Lco Cs1 LN CO C) V N O ✓ LL) N O 1- 71- LL) 0) • (0 ch o r- v co O 0 0 0 0 LO CD (00 C0) CO O CO LO V C) O (0 ✓ co co co c0 O O N N V O 0 0 0 0 �LOo $� • cri O N 71 -Lt) c0 O Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C 0 Q 0 O C O N 0 O N c.) E o • d c o O Z O C 0. tzl a) � C1 m W c7, L • A U 0 U N o d o C) N (h CD Lo N Z • (� II 11 N N CO criO N- o) o O O p 10 co O CO N (D - C6 00 LC) • iii N O i O N • 0 E N Z To Eo Z O F O .0 W R W 0 N Q Candidate Precinct 090 (Ballots Cast: 234) O O O O - CO N- LD N LL O N - 0 (0i ((0 0 O 0 0 ( 0 (7 N- N C7 CO CO (7 N 0 r - co 71 - CO • 0 O 0 0 0 0 (7 CY) CO N CO O O I� M - 0 71 - CD CD 0 - N V O L 0 0 � 0�0 L C7 O - N (0 V N 0 C 7 c r C 0( 1) i (0 � U d 2 m 2 O c = N U D 0 Z J U O T R O O V O CO O N 0) O O 0 o o 0 OO O 0 O 1� O 0 0) CD 0 CO 0) 0 CD Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 CO C7 N 0 1� r C7 LD N V L.0 N N CO N N N N 0 LC) 0 0 N- r 0 V CO N • 0 0 0 0 0 CO 0) CO CO C7 CO I� N CO CO V • I-: 0 O N r N N N— N Ch 071- O ( 0 L ( 0 CD V CO 1� r O O 0 V N 0 (O 0) ('7 N (5) N- 0) N V N N O 0 0 0 0 0 CI CO 0 0 1N V CO O 0 LC) N O N N N N (h 0) O O ( 71- 0 0 O 0 Lf 71- a) 0) 0 CO ( 0 0 CV 0 csi N O O 0) In O O O 0 0 CD 0 0 ✓ O LM 0 0 Cast Votes: Over Votes: Under Votes: O O L() V I� 0 N O 0 N N- CO ('7 1� N ON- CD O ( O CI CO L(i V CD Ch O 0 L1) n N 0 CC, Vote For 1 O O O LL 0 L0 ('7 O (o 1� N N 0 N CD O 0 0 L() 0 V 0) O O O co o 0 ( 00) 0 0 N O r 0 O 00 000 • O V V 0 Cast Votes: Over Votes: Under Votes: (O CDCO CO N N- O Ch O 0 O 0 - ✓ LL) CD Ch CD 0 O 0 M O 0 O O ✓ 0 O 0 0) 0 0 N O 0 0 O CO N O N- CA O O 0) 1� 0 r 0 O L 00 0 o 00 00 00 0) O co co 0 'I- N - Cast Votes: Over Votes: Under Votes: O O LL L(i V CO 0 ( 0 N 1� O O L( 71 - CD ((0 V 0 0 0) V 0 CC, Vote For 1 O O( c O O 0 0) 0 0 O) N O 0 0 O O 0) (` ) O (0 O W 0 CO '0 0 0 0 0 0 2 0 O 0 0 0 �O V O co C 0 0 U r V 0 71 - ti i 0 0 0 E 0 0 0. E r R O. R U v R c O R N_ R 0 A — N 0 N 0 N Z Li Q 0 N O O. O 0. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q O C O N 0_ Page 152 of 216 R O F 0 U w ccs W Candidate Precinct 090 (Ballots Cast: 234) O O O O O 0 N- N O O O) CO O) O N V 0 O CI O 0 0 N O 0 o 0 ( O O)0 O N ✓ LL) V O L(') ✓ L) 0) CO CD O O 0 L 0 L co N- D o v N ✓ L() O) N L() 1� 0 I, - 'I' V V CO O 0 0 0 0 LD LD 00 0 0 0 N 1: N O N co (O co C') Cast Votes: O CO Over Votes: Under Votes: co O 11/05/2014 a) c O Q N (n O c O N 0 N Tr - d c.) E o d c o O Z O C 0. tP L 0 I A U O U N o C1) C) N CO w 1005 � O N Z (h II 11 N N (� cr O r 0 Page 153 of 216 O O p 10 co O co O O LC) in -Li N O i O 0 E N To E Z � O � H Z R O F O U W W G) N Q Candidate Precinct 091 (Ballots Cast: 847) O O O O 0 O) co N CO CO O V co co r Ln N LC) N 0) T-- CO �C) 0 0 0 0 0 O O O co co (0 co OV 1I O N 'I- T-- I� N 0) N V (O N 0 0 0 0 LC) N— N I� O CO 71- (0 O O) C) � CD 0) N- O O O C) 0 N. O O r O N O CO 0 CA CO 0 0 0 0 1� 0 CO 0 O O O � 0 O O Lf) N c O C) 0 0 0 0 0 0 CO 0 0 (O 0 CO 1� O O CO N N V O LC) 1� N N L(') 0 LC) N- CO CA 0 CO 0 CO 0 N CO CO 0 0 0 0 0 0 O CO O CO (00 CO C) O N 1- O 1- N N N LC) O) N 1- O O V CO CO 0 0 0 0 0 0 N C) N N V N (0 O) N N (O 1� 0 LC) r LC) OO O 0 O O O LC) V CO 0 0 N 00 0 0 CO O V LC) 00 O O V LC) N 0 (N0 r- LC O O O CO co coO 71- 71 - CO 0) 0 0 0 O CO (0 CO V ((0 0 0 V(O O O 0) O (0 co COom0 N O O ( 0 co V O LC 1� N CO 0 O) N (0 N 0 00 N 0 r- N: O N (O CO r O p N CO 0 CO CO O L O 2 ((00 CO N N. V LC) N 0 0 N- CO O O 1- N LO r- 0 0 N CO LC) (0 co ((0CO 0 LO N ( O O N 0 r O O O) CO 0 V T -- n 0 0 0 o 0 O O O co r O co O O 71- co 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N 1� N O LC) 0 LC) CO N. O(O 0) OCOV 0 CO O O O (O V T --O CO CO L) 0 LC) V N V CO LO V (O COO O ID O CA N O N- N N r LC) O V O V (N V O Lf) 0) N LC) O N O (0 O C) N- N r O N O V O Lf) (O 0) x— N x— (NI LC) V (0 co N. N (0 CO 0) Lf) CA N. CO V 0 (O r CO 0 (O N 0 O 0 N r CO Lf) 0 ID CO (O 0 C) V CO V N CO V LC) N CO N 1� CO co.n Q) fn r c oo C 'ES N 2 CO 2 O c = N U D m Z J U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: �O O CO Cast Votes: Over Votes: Under Votes: O O 1� CO O O ((00 CO') CO O LC) N 0 0 LO O O co Off) CO 0 0 O 0 LC) LO LC V (0 CO CD O N CC, Vote For 1 O 0 0 O 0 LOC) O U N N C) V CO V 0 d E 0 0. E r R O. R U v R c O R N_ R tr A cc G) O G) O N N c Li Q O ` ( O O (O 0 V N O N- O) V 0 CO 0 O 0 0 0 co in 0 •7,- d O O 0) O) 0) 0 CA N 0 0 O) 0 0 0 V 0 LO LL O V LOO O LC) Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q 0 O C O N 0_ Page 154 of 216 R O F 0 U W W 0 N .0 Candidate Precinct 091 (Ballots Cast: 847) O O L O O CO00 LO N LL) O 71 - LO LL) V O O 0) L( V 0) O 00 V (`0') O 0 0 0 O • O CO O O O (v 0 CO O 0 0 0 0 NI N CO 0 0 CO 0)) 1� N N O r Lf) V 0) co (00 00) O 71- (h N r ('7 O 0 0 0 0 CO coIN N 0 CO LO V r O N co 0 CO COCO0 CO O O V 0 LL 0 0 U U L 0 O U_ 0 J 0 U O 0 R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q N O O C O N 0 L 0 I "6 A O U 0 U N d o C) N CO w 1005 N Z (� II 11 N N (� O co O r 0 Page 155 of 216 O O p 10 co O co O OD L() O N N O i O 0 E N Z To EO Z R O F O U W W 0 N .0 Candidate Precinct 092 (Ballots Cast: 762) O O O O LC) C) CO C) LL) rn C) C) N V CO CO C) LC) C) CO N N CO N CO 0 0 0 0 O O V V LC) LC) CO 71- 0 O 0)) C V 0 0 0 0 0. CO 0) O O N (0 I� V co V CD 0 LV CSI C) O O O 0 0 0 O O N O 0) O co O O 0 0 0 0 0 0 O O IN O N O On 0 0 CD N 0 C) C 0 0 0 0 0 0 N 0 LC) 0 CO 71 - NI N CO O N 71- 7f V I: V 0 N N N V (0 C) C) (0 O) 1.- V 0) 0) (0 N C) (,) 0 0 0 0 0 0 N C) C) (0 (0 (0 N N N 0) LC) I� N (0 CO CO CO 0 0 0 0 0 0 O C) (0 N 0) LC) V CO C) ID V O 0) LC) O y- V N C) 0 V (3) 0) C) 0) 0 LC) C) N O O O IN CI O V co 0 O C) LC) V O 0) N O 0 0 0 CO ((00 0 CO O lC) LC) V 0 N LC) V O 0) (0 V O O 00 0) I� N 71- LO 0 CD 0 0 0 0 O N ap O 0 0 co - 0) O (0 co 0 O O O (�0 O (07 O LC) 1� N (3) O co Lf 0 0 0 0 O O LC I- N OR 0 00 NO 0 CO O C (0 C) (0 C) IN (00 CI V 0 0 0) 0 O O Lf V (0 C) 0 CO O 0 0 CO 0 LC) (0 C) LC) 0 N C O O LN 0 CO N O N- 0) LC) 0 IN 0 LC) 0 0 0 00) 0 N O I- O 0 0 N N CN Com') 0 0 C) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 V C) O L. 0 O LC) (3) N 0 V O LC) (0 V (0 N 0 CO C) I� LC) 0 LC) V C) C) CO O O O I� L() r O N CO V C) V LC) LC) O V co N O 1N (0 N V (0 C) O (0 O Lf) (0 N O Lf) N (0 Lf) V Lf) O V (0 C) V O Lf) (0 CO N N LC) V I� N (0 C) I� N 0) V 0) LL) C) 0 V r LC) C) V 0 O1� C) V T--0 0 C) 0) N 0 LC) V I� N co N V C) N V LC) C) (0 CO Cn C 7 c r C 0( 1) i (0 � U d 2 m 2 c = N U D co0Z J U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 To O) 45 (6 N O N 0 T OI N R � _ 461) d' LL :O .055r0 E 2 E '6 U N crs � O 6 C _c 0) (o (0 E 0 0 0 2 U O U Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: O ( I� N O (0 co N r- V N 0 0 M CD (0 C LO 0 0 0 CO r O LC) V 0 CC, Vote For 1 0 0 0 C r N (0 co O U N LC) (0 V LC) N 0 0 0 E 0 0 0. E r R O. R U v R CO c O R N_ R 0 A N O N O N N C cz Li Q O a` ( O O N 0 1. -- LN N O 1- (3) CO 0 O) 0 LC) O 0) 0 0 0 co O O 71- Ooo (0 N CN 0 0 0 0 0 (0 0 N O I- 0) co 0 I- CO') 0 0 0 0 0 C C) O (0 O Cast Votes: 0 (0 Over Votes: Under Votes: co O 11/05/2014 0) C O Q (n O C O N 0 Page 156 of 216 R O F 0 U W W 0 00 N Q Candidate Precinct 092 (Ballots Cast: 762) O O O O ( co cs.V LO Cl O CO 0 O O O LO V 6) CO VCO 0 (O V N O 0 0 0 0 0 O) O) 0 O Ln V O N ( v o) o LL) LO CNI O N O 00 0 0 O0) 0 0 0 O 71- O O O O 6) LO V 6) 00) CO) CONO Com) CO O 00 0 0 �.co $� C) (O O O 0 1� N 0 CO LO N 0 O CO 0 LL 0 0 U U L 0 O U_ 0 J a U co O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 O co. O a) C O Q N O C O N 0_ O N O TO c.) E E O c o O Z O • 0 0. tP L v I "6 A O U O U N d o C) N CO w Lo O Z (� II 11 N N (� O co O r 0) Page 157 of 216 O O O 10 CO O CO O O aD LC) L N O 0 E N Z To EO Z R O F O W W N anQ Candidate Precinct 093 (Ballots Cast: 451) O O ( O O O O O O O O ( O O O O O O O O O O O O O O O O O O C - O O O L(') 0 LC) CO CO 0 0 N N 0 O LC) LC) 0 0) L(') LC) 0) 0 0 0 CO 0 N Cr). O r O N O r O O V V V N O V LC) r O N C7 O (O O CO O L(') O V - 0) r CO O (O 0 N 0) V r O N V (0 O O 0) N r O O 0) 0) O 0) O O - N LO CO CV (0 V r N CO (O CO O) L(') V CO CO 0 CO O NV 0 r 0) O N V 0 r L() 0) O CO O LO r N 0) O 0) N O LC) C7 O CO LO V O V N (NI O 71- 71- O (-41 co co 0) N L c') 0) Lf) r O r O L(D C) V V (O V c- C' 0 N N N x- O 0 0 ( N N V N O N ✓ r 0) c0 N 71 - LO • O rN L0 0) O 0 0 0 0 V 0)O ( ) O co 0) CO 0) LLQ LLQ N L0 V 0 0 0 - LO 0 0 0 • 0 O h O O O 0 r 0 0) O 0( 0 0 0 0 (7 N CV CO O O r N (h 0) (O N O 0) 0r N N N N- 0 0 CO CO LC) L0 r O V (O (O V N 0 0 o 0 0 LO C7 r O O LO ('7 CO CO C7 71 - • co (O O 4— 4— 4— CO 0 0) N L0 0) CO V V LC) V ( 0 0 LN 0co O O 0) LL 71 - CO CO 0 7 CO CO 71- 0 CT) QD N N o 0 O O) V LC) N CCD V 0 0 r C CO CO O 0 r N O 0 0 r 0 0 07) O 0 5 O CV (LO 0 0 O 0 0 0 • 0 CO n O 0 LQ : 0 O O 0 CO (NO O 0 O O 0r) O c0 0) 0 00 0 0 O 0 0) 0 0 O r O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CO CO 0 CO LO 0 LC) 0) V 0) V V 0 O 0 V r ('7 r 0 (h CO N 0 0) CO O N O O O coLC) O r r O NCV ('7 LC) O 'I: N r O N LC) r O O O (`') O r r 0 0 V O (0 O 0 0 O N r (0 O V V 0 (NI 4— 4— N (0 V O 0 r N LO V CO N V O N V 0 00 O r N 0) 0) O 0) O r (N 4— 0 O 0) 0) r O 0 O c- 0 c- c- c- O L0 (N r 0 0 C n • C a 7 rn r C o C (ES� CD 2 m 2 c = N U0 • OOOZJ U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 M U N 0 .0N E 2 O0 ),O > C O U EJ - 2 U O U Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: O 0 0 0 CD 0 0CNI 0 O 0 (00 O O O CO 0 (N0 CC, Vote For 1 0 0 0 Ioo 0 0 O O O 0 00 0 0 N N CD 0 0 0 0 0 7 00 (07 71- O (r0 E N r 0 O O V L() 0 O U N L0 0 L0 0 r N C7 0 0 0 E N 0 0. E r R O. R U v R c O R N_ R tr A N R 0 y N Zcz Li Q 0 O 0. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0_ Page 158 of 216 R O F 0 U W W Candidate Precinct 093 (Ballots Cast: 451) O O O O O CO 1� V N V N N O • LL) O O O LL) V CO Cs1 CO ON Cs0 V N ( 0 0 0 0 (0 V 0 1- N 1,- O CO I� (Ni d O 0) v 0) 0) LO 0)) O 0 O N N N O 0 0 0 0 LNCO CNI CO COO ((q O O O O 0) LL V 0) CO 0 CO O 0 0 0 0 71- LO N LL) CO O LO V N N 0) 1� N r LL) CO CO CO N C) 0 LL 0 0 U U L 0 O U_ 0 J 0 U O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n O C O N 0_ O N _ O d c.) E E O c o O Z II O • 0 Q t.. Page 159 of 216 R O F C O U W W Candidate Precinct 094 (Ballots Cast: 575) O O O OD 0) r M- 00 O T-- 6 • O (C) - N 71- `71- V (0 OO CO V (C) N N OR o o O (0 0 C) (C) O (n (Ni LC) N- C) V LO C r 0 N O O O O N C) 0 LC) O O O N r 6) V - V V ((00 0 x - O O O 0 C) LO O 71- 6 6) O O O (f) 0 0 ) o O O 6) 0 LO O V (Ni O 1� 0) CSI CD CSI 0 N O 0 0 0 0 0 O (0 N V CO N C) V CO O O (6 V O (0 N N N N- (O 0 LC) C) 0 6) (C) V 0 (0 • N O 0 OR 8R O O C 0 0 C) C) C. 0 (0 O V r CD. • (C) (C) O (C) N N C) O) CO N O) LC) O) 0 (0 LC) CO N O 0 0 0 0 0 CO 6) 1� C) 6) C) (0 1� CV V 1- 0 N.- T-- 1- 0C) C) O) N O O O N 0 N- (0 O (7 lC 71- o O Vr-6) I- o OO W O O O O (� v O O co • N O O (OC) • co O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 - l0O N O O) LC) 0) 0 LC) (C) N V (0 N 0 CO C) O O V (C) (0 N O C) O CO ✓ N- O r 0 O (0 O (0 C) N (0 V O (f) - (0 0 N N N (C) 71- 0 O ( (C) CO 0 0 (C) CO (0 CO CO - V (0 N C) N C • C • 7 fn 0 C oo C 0 U 0 • c = N UD COO Z J U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 N O co Cast Votes: Over Votes: Under Votes: O O ( (0 0) 0 O 6) 6) ✓ 0 (0 CO O O ( LO MIN- v- N (i) ✓ v 1� CO 6) 1- T -- OR O C O Of) CO L ( O N O ✓ co N (0 (0 0 ( O O o 0 O O O 6) I- N CO 0 1- 0 ( 00 r 0 COCV (f7 O I� (NI O co co O 0 0 F 0 N O N (0 0 O O C 0) 0 • 0 N- N r 0) O ( LO V O 6) N- CO - N O O CD N- 6) O (0 CO (O (0 ( O O 60) 0 O O O 6) 6) ( 0 N 0) Li O 0 0 O co N O N- 6) N 0 CD N N O 0 0 0 0 0 0 0 0 0 0 • O 00 10 0 C) CO (N (0 0 V 0 0 O 1� O CO C) (0 C. O (0 N- l(') r (0 O 0 N O N co co N (0 C) 1- N 6) O 6) 0 71- (C) O co N (C) (0 r 0 r CC, Vote For 1 N 0 N 0 N E N 2 RY 0 (4 fn d C s ._ E m -O -, 2 0 0 O U Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: ( O co O 6) O (C) 0 0 C) N O O 1-- C) C) (0 O v - (C) N 6N) O O O O co In V 0 CC, Vote For 1 0 0 0 O 60). (00 C) O U N 0) C) V • 0 0 E N 0 0. E r R O. R U 0 R c O R N_ R t0 T N R N6 'Fri Q O ` O O O O 0 6) O O O 1.- 0 CO LO (C) O 0 0 60) 0 0 O O 6) 6) N 0 N N N V 0 1- CNI CSI N Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q O C O N 0_ L a oma, U 0 U N o d o m V N CO w Lo N z (� II 11 N N CO O O N- o) O) . (5 O p 10 co o co o j LC) (n N N O > > 'C O � 0 E N Z �o E o Z Page 160 of 216 R O F 0 U W W N 0 N Q Candidate Precinct 094 (Ballots Cast: 575) O O O O O CO N LL) O LL) V N O LL) V CO O O CD (O CO N N N 0 0 0 0 0 00 LO LL V O LLi? LL) N O L) V co 0 LL 0 0 U U L 0 O U_ 0 J a U O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: 11/05/2014 O N Tr- _ O d ▪ c.) • E O co z II O • 0 0. a) � C1 m t W � 0 ' 5 O • T i d a r aO N ▪ _ L • Qy U E t a0 • z 0 U 0 U N d 0) z N L() O 0 N O_ O 0) 0 O In O O 00 (0 0 O > O 0 E Ta z O H O O 0 O I I co O 0 O a) O 0) C O 0 0 Ct (0 0 C 0 0 0_ 0 N 0 R O F O .0 W w 0 N Q Candidate Precinct 095 (Ballots Cast: 157) 0 O O O N r N -(O N ✓ - (NL() L() LC) N- CO r co O 0 0 0 0 co C) C) co lC 0) CO O O) V LC) N LC) r 0 V N CO O 0 0 0 • O) LC) 0 O O 0) C) 1� C) C) V Cb - N LC) (O L() 71- e O O O LL) 0 LL) CO O CO Lf O V 0) 0 00 N 0 co in O V co O 0 0) r.- CO O v o co 0 0 0 0 0 0 (O LO N- CO CO r- (0 O r N N (0 CNI CO 0 V N. CO (O CO V V CO 0 0 0 0 0 0 ✓ V 0 C -- CO CO LC) N I� r Cb 1- N V L() (O V 0 CO N N N N O 0 0 0 0 0 LC) CO CO CO L CO0) CO V CO LC) O C) L() r- co C) CO N (O 0 CO LO1- CO N N O O O CO00 CO0 ✓ O L() (O 0 L() CO N N 00 0 (0 0 •V LC) O V o • 0 CO 00 O ( co co 0 C) 1� N 0 0 CO O 0 V 00 1� N N CD LC) O 0 LO LO LO O O 1� N O O( V 0 f0 C) O (O 0 00 0 co 0 CO 0 CO c6 O co co v o 0 O O O O LC) LC) (O CO O V O 0 r- N Lf V (O CO O 0 00) 0 LC) co co 0 CO N- O O O 0 CO O O O co o o I- V O 0 0 7r 0 LN O O 0) 0) O Cb 0 1- v O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CO N 0 CO CO LC) 0 LC) LC) CO V 0 CON c r 0 CO N CO 1-- 0 CO 1� V N V du" co N. r r N N O CO 1� N V O LC) V O lf) • O coca OO O OO O V CO N N 0 C) 0 O C) V (0 0) O O N O O O - N LC) C'OC) CO V 0 co CO Lf) V CO N L() 0 0 1- O N CO CO CO N N 0 L() (O 0 N 0 r r 0 N CO Co.n C a 7 rn r C oo 0 i� U d 2 m 2 O C = N - co co Z J 0 O > R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 U N 0 0 E 2 0 O U y > U EJ - 2 U O 0 Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: O O 0 O O O L() CO r r O 0 O O O O L() L() O 0 O CD C) (O L() 0 CO N N CC, Vote For 1 '0 0 0 0 2 7 2 V LINT 0 0 N 1� 0 C) 0 0 d E 0 0 8_ E > 0 0 O. R 0 v c R c O N_ R 0 0 o(/) 0 y— N sLi Q 0 O O O OO N. 0 co O N 0,1 0) ✓ O co O 0 0 (0 O N O I- CA 0) 0 L() Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q co O C O N 0_ Page 162 of 216 R O F 0 U w W 0 00 N Q Candidate Precinct 095 (Ballots Cast: 157) OO N CO LO 71 - LO L0 V N- CD O O O 11 0 LL) 0 LL 0 LL 0 0 U U L 0 O U_ 0 J a U co O N R M N Li Q O Q O ` N- O Cast Votes: Over Votes: Under Votes: co O 11/05/2014 O co O a) C O Q N (n U C U N 0_ O N _ O d c.) E E O c o O Z II O 0 Q t.. W c .0 •0 CD 0 o N_ (NI Q) U E Q O Z 0A U O U N o d o C) (NI CO w Li)05 O Z (h II 11 N N CO O co O r 0 O O p 10 co O co O 00 LC) •• iii (U N i O 0 E N Z To EO Z Page 163 of 216 R O F C O U W W N C Q Candidate Precinct 096 (Ballots Cast: 188) O CO O N 0 L() V N C0 r O N V N N Lf) N O) V CO 0 0 0 0 CA r LO CY) r CO O CO N (0 V 0) N LL) CO V 0 (3) N L() O O O 0 0 0 O CO N O N CO 0 LO CO N 0 0 0 (0 0 CO CO O co N O C) co O V cm 0 0 0 0 0 0 C) L()L() CO CO0) 0 0 O 0 CO r (N O V N 1: 11 CO (0 71 - LO LL) V LL) LL) 0 0 0 0 0 0 0 1-- r r L() N CT) CO O O N O L(') N N N C) (O N CO 0 0 N 0 V CO CO CO N O O O 0 co N O N LL V 0 0 0 0 00 0 CO N O 1� LL V CO O V O O ( N LO N LL) C'6 V N V V CD O 00 0 0 0 CO CO CD L() N V V O O 0 (O O CV 0 N N O I� N 0 0 0 O 0 O O O O) N O O O O O V O O O CO CO LN 0 0 V LO N CO CO CO L(') 0 (0 CO O O O V 0 LO O O 0) 0) O O co r r 00 0 co 71- O LN O O 0) 0) O O O O O 0 C) O CY) (N0 Com') LO 0 0 ON) O LL) V CD CO (N0 CON ( O O 07 0 (V0 O) O O co CO 0 0 CO N 0 0 0 LN 0 00 O) O O co V O O) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CA N N CO 0 T --O— O N CO LL) 0 LL) 0 CA — N 0 CO 0 0 0 O 0 0 0 0 CO.CO O O r O N OO N LO LO O V O CO co O O O O O O O O O O O LL) 0) C) N O 1� 0 O N in V O Lf) O N O N N N O O O N V O O 0) C) V 0) N N (N N LO V V V N CD CO 0) CD CO CA CO (0 LO N 0 V O) CO 0 CO 0 In 0 0 LO CO NL(') L(') 0 0 0) 0 0 LO CO N.-0 0 L(') LL) N CA I- N V co L() ( ) L() 0 0 0 0 COI.-- 0 LO 1� LO CO O N (O O N CD (0 V 0 C C 7 fn 0 C oo C 0) .0 U c s = N U D m Z J U O T R 0 0 0 0 0 O ID O L(') 1- N 0 I- N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 Lf) N C) CO N (CD N O V LL) C0 N N N O C) C) 6 N N V L() 0) N 0 0 0 N O r- LL) O V V LL) Cast Votes: Over Votes: Under Votes: 0 0 0 N V N N V (0 () 1� CO CO CC, Vote For 1 CO 0 0 Cast Votes: Over Votes: Under Votes: 0 0 0 0 0 O N N LO 0 CO N Cast Votes: Over Votes: Under Votes: CC, Vote For 1 0 00 0 0 0 N r C) O CA Cfl co 17- O N N C) LL) O V co CO 0 0 U N CO CO N 0 71- 0 0 E N 0 0. E r R O. R U 0 R c O R N_ R 0 T Vas (n Cn NTo zcn Li Q Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q 0 O C O N 0_ Page 164 of 216 R O F 0 U w W Candidate Precinct 096 (Ballots Cast: 188) O OO O O N— - CO co O co (h N O ✓ L() CO 0 O O 00 0 CO CO (NO O CO N 1` r O N ✓ in (o • Lo 0)o co O 0 0 0 0 N co r 0 N O O N O r 0 (O O) O 0 71 - CV N CO CO O 0 0 0 0 O O 1F O N L() L() L() O 1� N co CO (O V 0 71- Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q N (n O C O N 0_ O N _ O d c.) E E O c o O Z II O 0 Q t.. W c .0 •0 CD 0 o N_ (NI Q) U E Q O Z 0A U O U N o d o C) (NI CO w Li)05 O N z " II 11 N N CO O r 0 O O p co - Loco o co O Cp LC) N O i O 0 E N Z To EO Z Page 165 of 216 O F C O U W W N anC N .0 Candidate Precinct 097 (Ballots Cast: 216) (0,.. O O O O V O N N r C) LO r r N LC) (N CO 0 V N V O O O O 0 CO O CO O CO N 0 V O) N 0 0 0 0 0 0 C) (O CO � I: V LO LC) O O (O I: LC) (O C) co I"- CO N LC) I-- O LO (O LC) LC) OO O co 0 V O L( O L() L() V C O L() Lf 6) C) N O O O LO () CT LC) n: (O (O N CO O LO O O O CO O r N O N O O) 0 r - (') O O co CD CO O CD OO O L( co O C) O (O O) (N 0 71- 0 O N O L LO CD CO ((0 Com') CO O OO O N- 0 (O O C) O N O) 0 0 0 0 0 0 0 0( 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CO 0 N 0 0L LL( 0 0 ( O N O 0 V N 0 CO LC) (O V r CO0 COr 1NO O O 0 LC) C) CO V CO LO O V O N N0 O 0 LC) CO O (O r o N O N CO CO. N O 1� O O co O n:V 1� O O O O O r O O r C) C) O (O (O N LC) O V CO V O LC) N O 1� r r L() r COr C) r N x- (0 N O r (O C) CA (O CO CT) (O V V 0 V O N 0 V I� (3) (O CO o r V V N O 0 in N O) O (O co V r 0 CO LC) C) C) N r (O V (O N O) r (O C) 6) (O CO CA 0 0 0 0 CO 00 0 L() LC) CO O L() 1� r O V C) LLQ 10 LC) C) CO N C) O 0 (O 0 0 0 0 0 0 O N COCOO N- N 0 V V N LC) N r r r r V N CO CO N I- C) N LO N 0 O) 0 0 0 (O N- CD CO N CO LO C) 71- 6) LLQ 0 0 V 0 0 r O Co C) LC) 71 - I-- 0 LC) O 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CO CO 00 C) LO 0 LC) CO CO CO 0 (O 0 0 0 N CO O O 0 V (O 0 CA CO. CO. r O O O CO CO CO CO O LO) O CO LO lf) O V O lf) V LC) C) O (O C) C) N (Ni 6) LC) Lli LO r V O LL) V N N O) O O V LL) N I� co r co r r (N (0 V (O N O) 6) N 0 I` (O O 0 (O r V 0 CO 0 I� V O N V N (O 0 CO N C) N r r r (O L() N co C) C) O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 N U N 0 N E N 2 R N (4 fn c2 d C E m O -, 2 U 7 O U Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: 0 0 O O) C) (O LLQ V COomCO CC, Vote For 1 O 0 (O 0 0 0 0 0 0 1 N r O N L(') V 6) O O co CO 0 U VO LC) O 0 71- a) 0 0 0 E N 0 0. E r R O. R U v R c O R N_ R tr T Vas N6 'Fri ZLi Q 0 N O O. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0_ Page 166 of 216 O F 0 U w Lcs W Candidate Precinct 097 (Ballots Cast: 216) O O O O ( LL V r O N O o d O 6) LL) V 6) 0) • 0 0 0 0 (0,0 • O V 0 Lo c0 O N v (0 o) • rn m o rn v v rn O 0 0 0 0 ✓ CO 0 CO LL m o co) N O ✓ LO 6) CO CO (O O (O N (h (O 0 LL 0 0 U U L 0 O U_ 0 J a U O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n 0 C O N 0_ N 7 c.) E E O c o O Z O • 0 0. tC, L 0 I • A U 0 U N o • o co C) N CO w in05 O Z co II 11 N N CO O co O r O) O O p 10 C) O c0 O p O LC) N O O N • 0 E N Z To EO Z Page 167 of 216 R O F O U W W Candidate Precinct 098 (Ballots Cast: 431) O O O O CO CO 0 CO CO O N Ln O) (Ni C) V N (0 O O T -- CO C) CO CO N O 0 0 0 O O L O N N- (i O V O) (0 - N LC) N- O N- - V 0 N- O OR O O CO CO V CO O N V CO (0 C) I� N (N (0 O) 0 I- CO CO CO O O CO (0 1� O O Lf) LL) C) O 0 O (0 O CO (0 O CO (0 O C) O O (0 co N 0 CO O 0 0 0 0 0 0 • co (0 V O O LL) N C) - ((00 M co (3) LO O CO r - L() r - C • 7 c • r C oo C (0 i7 • c = N U D CO Z J U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 V r O O CO V r CO COI.-- • O (O V L(') co N (O I- V N CO (N (3) (O 0 LO r CO O 0 0 0 0 0 ✓ V (0 I� CO (0 O CO CO N • O 0) O (0 C) N I.-- 0 V (0 O CO LO LO CO O 0 0 0 0 0 LO 0 V 0 0 I-- N N I- • C) C) V C) V CO N CO O O) CO 0 (3) (0 CO N LO CO (0 O O N 0 N O 0) ✓ 11 ✓ 0 O) N (0 O O O 0 0 O O • O N ✓ 0) LO 0 N CO O) 0 N N O O CO L LL) V O ad CO 00) Lf) N O 0 O OD ✓ 0) O OR OR I.-- CO C) (O co N- 0 0 N O O O O) O O� O O CO 0 CO C) r 00 0 0 V C O (0 co 00) O co O CD O L V If? N- CO(0CO CD CO LO N � O O CO CO I- N (0 CO OR OR I.-- CO (0 CO (0 C) (0 CO CO V O O O I- 0 CO I- O N (O O C) O ✓ 0 T -- co O 0 0 N • 0 1.- O O O O r 0 (NI CO 71- N 0 N O 0 0 0 0( 0 0 0 0 0 0 0 0 0 0 0 0 • co O co C) N 0 O C) O 1� CO r N 0 CO Li?C) O N (0 CO O C) (0 CO LO O V I- N LO 0 0) (0 C) O) V O O (Ni n:r O (Ni (Ni r (0 O C) C) C) V LL) co N r N CO CO N (0 0 O I- r N (3) 0 0 (0 r 0 N ✓ N V CO CO L() (0 N LID (V I� Cast Votes: Over Votes: Under Votes: CC, Vote For 1 U N 0 N E 2 ON ),O > C O U EJ - 2 U 0 O U Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: ( O 71- CD N od ((00 CO I"- CO 71 - OR O O LID LID O O) ID N (0 CO ✓ O LO LO I"- N ✓ L(') (O CO • V CC, Vote For 1 O o 0 O 2 co co O O U N N C) V L() N 0 0 E N 0 8_ E r (0 O. (0 U v (0 c O (0 N_ (0 0 A 0 (0 O 0 0) N6 .c71 Licz Q O O O ` O O O co O L(') O V O O o C O 00 0 r 0 co N O O CV LO N 0 N Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) c O Q 0) O c O N 0_ Page 168 of 216 R O F 0 U W W Candidate Precinct 098 (Ballots Cast: 431) O O O O O CO. CO O O O - CO V O 0C) L( V CO cD O co co cD N- N- 0 0 0 LO L- CO 0 CO N O 1� CO O O O ✓ L) m LO .71 -CO CO o O 0 0 0 0 co - CO 0 O O O O N O r ✓ L() CO C9 CD N 0 N O 0 0 0 0 • LOCD o LO - CV N O (O 0 LL 0 0 U U L 0 O U_ 0 J a U O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q U C U N 0 Page 169 of 216 O F O U W W Candidate Precinct 099 (Ballots Cast: 112) O O O O O O 0 0 0 0 0 0 N O V V CO LC) CV 0 LC)CI V V O 0 0 0 O V LO N O CO V CO 6) N L() Cfl co m- `71- V r- 0 CO O 0 ( 0 N r N- O co V I� 6. CO (O N (N CD CO 6) N O 0 0 0 co co00 N cd 6) O N LO L(') V CO 0 C • C • 7 c r C oo C (0 i7 U • c = N UD CO ZJ U O T R O O O O O N— N O 1- O O co 0 0 N 0 O 0 0 0 O co O N 6) O O (b M 0 CD O 0 0 0LO CO 03 L O V N 0 N— N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 CD CD CO CO CD LO CO 6) 0— O LO • L() 1.: CO 1.: r CV O CO (O 6) CD 71- 8R 0 0 0 0 0 0 0 0 0 V co N N CO V 1� `71- C N O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (0 O N N V N N () 6) CD 6) O 0 0 8co co co R 8R 0 ✓ V V CO O 1.: N N N CD CD CD CO LO O O O LO LO 00 6) C) O L() V 0) LO CO • CO O 0 0 co LC) O V O O ✓ 0) O o 0 CO CO co Cast Votes: Over Votes: Under Votes: O 0 0 0 0 LO 0 LC) LO 0 LO N O 1-- r LO 1� O C) N N C) N C) 6) CO 6) 1- CD C) N O 0 0 0 0 0 N- CO 1" O V CO CO I� CO CO `71- a5 (0 r (0 C) 6) 0) N CD 0 CD LO 1- N O 0 0 0 0 0 co in O L() (fl 0 CO V N V O 6) (0 N (O 0 O C) V C) N 0 N V 0 O 0 0 0 0 0 0 N- CO 0 CO 6) O N- O O V CO O O C) O N N- C) (N C) 0 V CO 0 L() CC, Vote For 1 O OO ✓ N O O 1� 1� N 0 N C) 0 0 0 V 0 Lf) C) O (0 1- N 00 0 0 OLOO 0 LO r O N N CO 6) Cast Votes: Over Votes: Under Votes: O O CO CO ci LO T -- LO LO C) O O ✓ LLO O 7f • LO O V N N O 0 O co O 6) CD CO O CO0) N OR OR LO c O O OO • c L(i O C) co CD LO 6) O 0 0 O O ON 6) O O co O 0 0 00 LL O LO N O r co 6) C) Cast Votes: Over Votes: Under Votes: OR OR • LO Lam() V O 0 L() V • LO O 0 co CO C) (0 LO CC, Vote For 1 o 0 0 Loco coN co 0 U N 71- 0 0 a d e N 0 0. e r R 0. R U 0 R c O R N_ R tr d N N C sLi Q O N 0 G O O O ( • CO 6) N O (fl co O 0 0 ▪ 0 N 1� O N CO O 0 0 O 0 O0 O O O co N (0 0 0 Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q (n 0 C O N 0_ Page 170 of 216 R O F 0 U w W Candidate Precinct 099 (Ballots Cast: 112) O O O O O ✓ LC) co O M ✓ L() CO 1� 0 LC) O) O 0 0 0 0 rn 0 0 0 0 N 1- LC) O LC) LO V CO CO (O M O (O O 0 • cci (0 0 CO O LC) Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q N (n U C U N 0_ O N 7 •v E o d c o O Z O C 0. tzl C1 W C71 R O F C O U W IJ W Candidate Precinct 100 (Ballots Cast: 273) OR OR O O N 0) r N C) O r O (0 C) V L(') (`) V 0) ()) N O O o O ( C) N O C) (0 LC) O O) C) (0 N N V N N r N- CV N C) V O O O LO 0 LO LC) 0 71- r.:. r O N O r O) 0 V CI N C) 0 0 0 (0 0 71- N- r O N O O 0) O) CO O O 0 0 0 OR 0 0 V CO O LC) N T -- cd L(i LC) O LC) V V N- 0) 0) LC) 0 O CO (O CO N 0 0 0 0 0 0 N O) C) (0 N O C) r LC) V O (0 LC) O C) N N (0 O 0 O) (O V CO CO CO CO OO O 0co N LN C) O (0 LC) V CO 0 () CO 0 O O Csi N 0 N C) O (O LC V O 0 0 8R 8R 0 0 C) CO O N 0 O) V C) C) CO N 0) O O O N C) CO (0 N C) 71- 71- V (N CO (N V 0 0 0 0 0 0 LL(i CO CO CO O O r O O N V C) CO N CO O N V N O O O O O N O r co V 0 O) cy 7rN 0 0 0 r 0 N 0 O V O O ( O CO N- O LO V lC) LC) O 0 71 - OR O O LO LO T-- N N LC) L LOC) OC) O O( T-- O N O O O O O 0 O CO CV N 0 r C O (0 0) 0 CO O O O O r O V L(') N— 0 0 71- 8R 0 O O OD LC) V LO LID 0 CO O O ( (NN 0 r N O O 00 0 co 0 r CV C) O (0 O) 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N C) (0 CO V 0 (0 0 0 0 0 0 0 0 0 O N 0 V C) C) (0 0 V CO N V 0 (0 (0 V O) 0 V r O O O CO. LC) O LC) LC) LC) O LC) O LC) r V LC) LC) (0 CO. O CO C) (0 O O LO V LC) 0 O N O O N O LC) LC) 0) r (O O C) 0)0 r C) LC) C) O O O 0) O O C) (O LC) O C) LC) ON N Lf) V C) O V LC) CO V Lf) CO LO C) C) C) V 0 V L(') O 0) V 0 0 V 0) O (O C) L(') 0) (0 0 N N N V 0 V V r 0 N. - LO L(') O V V C) C) C) N— 0 LC) C) 0) N V (0 0 V LC) 0 N r r r O OR O O CI V N O) V 1� O LC) N- L() N (0 r N C C 7 fn 0 C oo C (0 .0 U c J = N U0 COZJ U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 OR O O OR CO O N r N N O LC) V (0 O V r O (O N O N N CO (0 LC) CO LC) Cast Votes: Over Votes: Under Votes: O O O O O O CO V r LC) r 0 0 LC) r CO r O C) O C) O O N C) C) (O CO O CO O CC, Vote For 1 U N 0 T ti C 2 N 2 0 N C N yY > O (/) T> T O 0 Y 0 >= O .E O o E N O (0 (0 -O (0 0YHUU�Li 2 U 0 0 U 0 0 NN 0 N N O T -- CO (O O 0 N Cast Votes: Over Votes: Under Votes: O O ( CO co O) (00 0 0 � N O O (0 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 ',Fee 0 0 0 c f� O V N r O O O 0 N O 0. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0_ Page 172 of 216 R O F 0 U w W N 0 N .0 Candidate Precinct 100 (Ballots Cast: 273) O O O O O cNi - CO r O CD N (O ( O d V in CO CO CNI V O co - CO O 00 0 0 O) - O V O (O O 6) N O r ✓ LC) O ✓ c0 O 0 0 0 0 CO N. O) 0 CO CO N 0 1, - LC) ✓ LL) CO ✓ O 'Cr LC) 0 LL 0 0 U U L 0 O U_ 0 J a U O N R M N Li Q O Q O ` CO 0 LC) O Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0 L • A U 0 U N o d o C) N CO d LO O) � O N Z (� II 11 N N (� Cj- O N- o) o O O p 10 () O co O (D - C6 OD L!) N(12 O i O N • 0 E N Z To EO Z Page 173 of 216 O F O U W W Candidate Precinct 101 (Ballots Cast: 812) O ( O O CD CD O O CO. V N LL) 0) - co 71 - CD O) 0 L() O) LL) 0) C) - N N O 0 0 0 N O N CO 1� N O co O O V V N () V 0 T O 0 0 0 N- r O 0 C) V V 1-- 1� r O (O - co co LL) LLO N O 0 0 0 CO CO CD CY)- o I.- CO CO N N O T R O O O N 1-- O 1� O N O C CO • O O 0 0 0 C) LO O V N O 1� co O co 0) co O O C) LOf) CO Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 LO 0 r CO CO L() L() N. O 0) N 0) (O V N N N LL) (0 CO N- (O O LL) LO N LL) N C) C) O 0 0 0 0 0 CO. V CCI lco 0() (0 V N 0) r V N N N 00) 0 LO O O 0 0 0 0 0 N V LO O 0 C) CO CO CO V O N O (0 N 0) 0) 0) N N N (0 0 1- r r O) O) CO r- C) O 0 0 0 0 0 O) C) N CO N- CI CO N r co 1� N L() 0) N N N C) (0 V O) 0 N C) O O O V 0 L() O O 0) LL) V O O (0 co O• N 0 0 0 LO O 0 1� O N V 0) 0 O (NO V 00 00 N 0 0 O Cast Votes: O Over Votes: Under Votes: O 0 0 0 0 0 (O C) 0 N CO CO CO C) CO CO 1-- N C) O (0 C) N 71- C N N CO V 00 LO 0) (O V 0) N O 0 0 0 0 0 ✓ (0 C0') O 0) (n0 O 06 0) N N V O) CO (0 N N C O 0 0 0 0 0 O 1-- CO O N ✓ V Lf) O V C) O LL) V 0 CO CA 0) LL) CO C) LL) O 0 0 0 0 0 O 00 O) N C) N V (O N O T-- 0-5 L() L() C) C) C) O) O N r N CC, Vote For 1 U N 0 yC N 2 N 1 d CO 2 U C N yY > O L 0) T > T 4) 0 Y G) N E O 'E c C N O R (0 -O (0 E E H 0 0 Li 2 U 0 O U O ( O O r COO O 1- O LL) (O O 0 0 0 0 0 O O O 1� N r O 0 co Cast Votes: Over Votes: (0 Under Votes: O O L C) LL) ✓ LO() CO CO C) C) O 0 N- CO N ID 7i ✓ Lf) N V O 0 T-- T-- -1� N L( LO • LL) CO O 0 LO Lf) LL) ✓ CO C) N 0 N 0 U U 0 N c 0 U_ 0 O 0 0) N cL_ ToC Li Q 0 .N O Q O a` ( O O (00 0 (coo O O O O CO 0 r CO 0 0 0 co O (O O C) co 71- O O N 0 CO 0 CNI O (0 co Cast Votes: Over Votes: Under Votes: O O 00 L( LO LL) C) CI C) 0 O 0 ✓ LO LL) C) - CI O 0 (00 C) - O ✓ L() C M - N CC, Vote For 1 O OO O 0 (0 O O 0) O) • 0 CO O 0 0 O O 1� O N O In CO 0 M O O M Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0_ Page 174 of 216 R O F 0 U W W 0 0 N Q Candidate Precinct 101 (Ballots Cast: 812) O O O O O CO - N N0 r -- • tri O O 6) L() V O) co O 0)) - N o co V CO O 0 0 0 0 O O) 0 CO L() O N • v co o71- coco rn (NI O 0 0 0 0 O O N O N CO N O • L() O L() V 6) N - CO O O CO CD N V O 0 0 0 0 � CO o 2 CO (O V O L() L() V O) MO 0 V CO CD 0 LL 0 0 U U L 0 O U_ 0 J a U O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) c O Q N U c •U N 0 Page 175 of 216 O F O U W W Candidate Precinct 103 (Ballots Cast: 546) O O O O LC V 6) N O I� O CO O N LC) 0 - 71 - CO CO 6) (6 C6 I,- 0 r— N N O o o O 0 I� CO 0 N V 6) O LC) r (O N CO CO - CV OR 0 OR O C) O) N 71 - CD 6) 6) N 6) N r V - V C) 71- C') N 60) N- O O O O O 00N-0 C) r 6) O 0) 0 c a 7 0) • r oo (0 (� U c s = N UD COO Z J U O T R ( O O L6 O V L() O V 6) O O O 6) 0 N- CO C LC) o O O N 0 CO O CO ✓ O N O 0 0 0 coN co co (6 0 N N CO 0 V N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 ( 0 0 0 0 0 (6 V 6) (6 CO O co O O r N 0 0 6) V V N N N V 00 0) CO CO 6) 6) CO CO 00 N CO N N OR OR 0 0 0 0 CO (6 0 0) CO 71- 1"-- I� V (6 N CO 6) • 0) C) C) C) N N C) r N C) 0) 00 6) 0 V 6) O OR OR 0 0 O 0 (6 (6 CO 0 71- 71- V N r O N N O (6 0) N 0 V N N N O CO 0 0) 0 CO r V N N O 0 0 0 0 0 N V 0 0 r N- C,' N V O O (6 C6 N V O O (6 (6 N N N N 0 0) 0 CV CO OO O co N 0 r 0) O C) lC) V O I- N 6) r ✓ O O Lf 00 V ✓ O lC) LC V O CO COco (+) cm ▪ O co • co 0 0 0 0▪ 0 V O O V Cast Votes: O co Over Votes: Under Votes: O 0 0 0 0 0 I,- O 0 O 0 0 ✓ C6 (6 0 0 N (6 6) r O V N 71 - CD (6 (6 CO (6 0 0 CV V 0) CO LC) N OR OR OR OR 8R OR • CO V N 71 - co c0 O N 0 6) 6) V N C N I� CO N CO 71- N— CO N O 0 O OR OR 0 O 'I: O O 0 C) O 0 0 V N 6) CO (6 (6 (O 0 N 0 N N O 0 0 O 0 O I,- 0 r CO 0 CO (6 O (6 CO O CO • O — N O N ✓ 71- 0 0 0 0 N 0 N CC, Vote For 1 O O O 0co O r O N co (O O O O 0 0 CV O CO ✓ O Lf O (6 0 0 co N O 0 0 CO O O Cast Votes: Over Votes: Under Votes: O O • CO O v- 71- LC) 71- 71 - CV N N O 0 O ( ✓ N ✓ lf) O CSI O 0 '1:7. O V LC) CO CO O O N- CO O ✓ ll0 O O O CV N O CO Cr; O (6 6) 6) 0 r LOC) • 0 0 co • 0 O N rn O LO N 0 CO N Cast Votes: Over Votes: Under Votes: O O co r- 6) O V L() 7 CD N N 0 0 0 O O 0 O O 0 0 O 71- ( ✓ lC 6) O ✓ Lf) CO CO CC, Vote For 1 O OO C O (0o N O r 6) O 0 0 60) 0 O O O 6) 6) N_ 0 N O 0 N O 0 0 0 0 O 7 cO CD O p 0') (6 O O V O 0 N6) V N 0 0 a 0 e 0 0 0. e :g) Q R U 0 R c O R N_ R 0 d Cn N Z Li < 0 O G Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q 0 O C O N 0_ Page 176 of 216 R O F 0 W W Candidate Precinct 103 (Ballots Cast: 546) ( O O O O O CON. O CO N I- N O r (O 0 O) 71- M O 0 V CON - Le `') LOSL 0 0 0 ) O CO 0 co O O d O 6) (O r) rn CO � 0 o c� N O 00 0 0 • 0 0 O O o O O CO O N V co • 0 O) O� O r 0 CNI N O 0 0 0 0 CO N V 0 LN CO CO N O L() N Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q U C U N 0_ Page 177 of 216 O F C O U W W 0 00 N .0 Candidate Precinct 106 (Ballots Cast: 775) O O O C) O CO C) (0 L() 0 N- • d O N N - co in O C) (00 - (,) O 0 0 0 O N0 O (0 N 1� V (O O N N - N L() O CO r (O V (0 CV O 0 O 0 • O C) I- (0 O L() (O ✓ N O N - C L() ((0 O CO 0 O 0 O O LO 7• 1- CO co O O N C) C L() LO N 71- c C n 7 fn 0 C 0(1) CO0 .0 d 2 m 2 c = N UD coZJ U O T R O O CS) (0 O O O O) O O O I- O co O O 0 0 (0 0 71 - CS) O O O co O CO • co ✓ 0 0 Cr) O O 0 L 0CD71- ( Otri COO O LO Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O ( 0 0 0 O N LO (0 N LO CO N V C) L() O N (0 N N N O) r N 0 N 0 0 (N 0 I- C) CO N C) O 0 0 0 0 0 0 CNI • LO C O C) O O O V L() N N O) N I- 0 N- O 0) r V N O 0( 0 0 0 O LO (0 V 0 0 ✓ V (0 O N V N N N r 0om (0 CO co O 0 0 0 O O co N- CD 0 CO CO N L LO LO L(') L() N 0) O L() N N N COOCO)) 0) V O O O LO N O N 1� O N O V C O) C O) 0 0 0 V O LO L() O L( 71- o O • (7 N 0 CO 1� V O O 0 O 0 LC 0cci LO O O Cast Votes: Over Votes: Under Votes: O O N 1� O O L() 71- LO r71 - LO C) N O 0 O ( L() LO V O O O 0 O O O 0) (O CO O CO N O 0 O 0 N CO (O • CO L() C) CC, Vote For 1 ( O O V0 LINT O O O O 71- 71 - CD VO O 0 0 00 0 0) O O I� N O 0 COC O 00 CD L 0 c Otri NO O LO Cast Votes: Over Votes: Under Votes: O O co ( CO CO• S CO LOO ✓ N O 0 Lf� V (00 CO LO cO CO co O 0 (00 C) N 1� CO CO CO V N O 0 - 0). CO0CO CO(00 CO ( O O 0 CO C) O (0 O) N 0 CO ✓ LO 0 0 0 L( O V O O 0) O) O O (O N N 0 71- 0 0 N CO O 00 • 00 cci O Cast Votes: 0 Cr) Over Votes: Under Votes: O O 0 0) (00 ( ) COom0 V O 0 co 71- LN (00 ( ) LO 0 CO O 0 O 0 O L() V N LO N CC, Vote For 1 0 V 0 fc) (0 co O U N0) 71- -.6 V Lc) CO 0 0 0 E N 0 0. E r R O. R U v R • c O R N_ R 0 A N R O N 0) N6 To Li Q O ` OO O N 0 I- C) O (0 0) CO 0 N r LO O 0 0 L( O 0) O O 0) O) O CA 0 N C Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q 0 O C O N 0_ Page 178 of 216 R O F 0 U W W Candidate Precinct 106 (Ballots Cast: 775) O LO L O O O (O 0 N O O (O O O Lf) V 6) N 0 CO NCO CO O rCO CO CO O 0 0 0 0 N 1- L() O V • L() 0 O (O Lf V 6) O COO CO CO O 0 0 0 0 N CO O 0 O O CO O (7 O 6) O) O O (O CO CO LO CO CO O O Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0 L • A U 0 U N o d o C) N CO d LO (5 N Z • (� II 11 N N (� Cj- O N- o) 0) O O p 10 () O co • p LC) • iii N O i O N • 0 E N Z To EO Z Page 179 of 216 R O F O U W W 0 N .0 Candidate Precinct 107 (Ballots Cast: 1,262) O 0 O O 0 1� 0 CO N— CO 0 N- 0 0 C) N- C) CO C) V CD 0 O N- V NN CO71- O 0 0 0 0 O 0 0 - O CO O L() C O CO 71 - CO CO 0 C) I.-- Cc) LO O 0 0 0 LO LC) 0) CA N- LL) 0 1� - 71 • - CD Cfl C) 0 71- 0 0 Cfl V N - N N O 0 0 0 C LC) N. -LC) CO L CO V C) O V N- N N N c n • C a 7 )n r o o 'ES N 2 CO 2 O c = N U D m Z J U O T R O O ( V O 0 O N LL) O O N 0 0 co O 0 0 0 CT) C) O CO • O L() O 6- 0 r CO C0 O co 0 CO O Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 O 0 LL) CO CO CO V N 0 O 0 0 V N C) - N co ✓ CN N 0 (N CO CD 0 CO CO r— C) LL) N CD O 0 0 0 0 0 - CO V V V 71- (N N 0 V O V 0 - 0 0 (O C) N N N CO V 0 CD 0 CO CO N O 0 0 0 0 0 O r 0 • 0 CO. x— O N O 0 C N V N— N N— CO CO CD L() 1- N L() CO C) CO L() N CO CO O 0 0 0 0 0 O O LO CY) O O O N LL) (O V (Ni N— C) CO O N In CD CO N O O O 0 0 0 O O O O 0 LL) V C) C O LLL) 0 CO O 0 0 O 0 O O O C) V 0) V COO CD r— r co O O O 0 r O V 0 co Cast Votes: Over Votes: Under Votes: O ( 0 0 0 0 (O N 0 N O O 0 O LL) LL) (O O ✓ V LO LO CD 0 ✓ 0 LO 0 0 O 0 0 0 0 0 CO 0 (O 0 (O • L() L() CO O 1� O LL) 0 1- (O O ✓ co O N CD 0 V CO CD N 0) N N O 0 0 0 0 0 COCV r N C) O (0 N L(') L() O ✓ 71 - CO N LL) CO V N L() V r C) CO N N O 0 0 0 0 0 0 CO 0 N . 0 N- N r 0 N N C) N V C) N C) C) C) N 0 CO CO LL) N CC, Vote For 1 U N D yC N 2 N 1 d C0 2 , C N yY > T> T O 0 Y N O (O 0 -O (O E E H 0 0 Li 2 U 0 0 U O O O 0 O 0 O 1� O C) O co O V O 0 0 0 co O L() O O co O co (0 0 0 NN 0 CO o O O csi O CO CO Cast Votes: Over Votes: Under Votes: O O co Lo.od L() CV CD CY) LO L() L() O 0 ✓ LO • LL) LL) V N O N O 0 0 0 O O ✓ LL) 71- CO CO O 0 ✓ LO C ) LV N 0 CO (N 0 0 0 U U 0 0 c 0 0 U_ 0 O 0) N cL_ ToC Li Q 0 .N O Q O a` O O O 00)) 0 0 O O 0 0) CO O 71- e 0 00 • O O O O 0 0 (N 0 71- e 0 0 N 0 • N- 00 O O O CV - O CO CO Cast Votes: Over Votes: Under Votes: 0 O O co cd L() CY) LO LL) L() 0 0 00)) 0 LL) LL) V 0 0 (30) O ✓ LL) CO O CO CC, Vote For 1 ',Fee 0 LLQ co LL) 0 U N H CO VC) N 0 d e 0 0 0. e r R Q R U v R c O R N_ R tr d (n N N C Ti Li Q 0 fn 0 G O ( O O O 0 0 O N 0 CO 0 0 L() 0 0 0 0 O 00 0 O N LO0) ON 0 CO0 71- 71- 0 CC( (0 0 0 0 NO 0 O COCO ((0 O N CY)O O CO Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q 0 O C O N 0_ Page 180 of 216 O F 0 U W W N 0 N Q Candidate Precinct 107 (Ballots Cast: 1,262) O O o 0 (() O O O O N 0) LC)) 0) 0 0 0 0 0 CNI CCI (00 ON O CO O 0) (0 r) 0) ((i (0 � OLO N 0 0 00 0 O F 1� N N O r (0 0 0) 0) 0 O LO D N (0 0 LL 0 0 U U L 0 O U_ 0 J 0 U O N R (0 M O O Q O ` Cast Votes: Over Votes: Under Votes: 11/05/2014 O co O a) C O Q (n O C O N 0_ O N Tr- _ O d c.) O co Z O 0 0. � C1 m W c7, � 0 i -) d 0 CI - (NI N _ L �L U E CD Q O Z 00 A >+ C U 0 U CD co rA o C) N CO CD N CO II II N N CO O co O r (3) � O O p LI) co O co O co- LC) Ln iii Y2 N O O i O N 0 E N Z To EO Z O F O .0 W W Candidate Precinct 109 (Ballots Cast: 181) O O O O N V N CO I� V O N V CO N- CO V N LC) 1s O O O O OO Lli O Lo 0) O O O N 0 CA O r 0 0 0 0 0 coco 0 co0 0) r- V O N N (0 0) CO CA LC) 1.0 1� V N (0 0O O NN 0 N- C) O co lC 71 - CS) CA O 71 - CO O LL) N N ( O O O CA O 0) Lf) LC) co co N 0 (0 N lf) V C) C O O r 0 CO O O I- N N O CO C1 LC) OO 55 O LC) O V COCD 0 CO O OO 0 N O O (0 0 D O r O O O O O O LC LC) COCs] Cs1 CO O OO (O 0 CC O O 0) O V 0 1- O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1� N co C) 0 CO V CAA V CC0 N0 CO CO C0 LL') CO 0 T-- O 0 0) O0 c 1s- CO. N o (O O CA V ) CO N 0 O CT) O O CO I� CO CO O CO r --O N co 1� O N C) O O O ll) C) V C) O LC) 1� O N O CO N O O O r` N N O r` r` N 0)d r` C) V O N N V lC) co C) CO N V Lf) 0) V ID CY) CO CO CO 0) CO 0 O N N 0 0 0) 1s- CO 0 O LC) N CO 0 00 N CA O r` N r` 0) o r` N C) CO N C) N C) C) O N N NCD N V V co V V co 0 0 0 0 N O O C0 O N N C) CO 0) 0) LC) C) CO 0) N N CO N N 0 0 0 0 -CDCD0 CD (0 0 N CO C 7 N r C 0(1) CO .0 U d 2 m 2 O c = N UD COOZJ U O T R CD 0 CO Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 00)00'7000 COO V N- O LC) N C) N CO V (0 CO N (0 N CO N 0 0 0 0 0 0 71- CA (0 LN LN CO O N C) CO O 0 O 0 0 0 (o O CO') (0 O O V 0 N Cast Votes: Over Votes: Under Votes: 0 0 0 00 1.0 07 cd V C) 0 (0 CO N x- 0 0 0 ll) lC 0 N N LC) csi fo C) CA ID N CC, Vote For 1 N 0 N 0 .0N E N 2 = R N (4 fn d C .0 E m -O -, 2 0 0 O U V O O N (0 O LL) Cast Votes: Over Votes: Under Votes: 0 0 L0 V (0 C) N 0 0 O O ((00 CO T -- 0 00 O 0 0 O O O 1� 0 r LC) O 0 N Cast Votes: Over Votes: Under Votes: 0 0 LI. --CO if V Lf� V O (0 CO N CC, Vote For 1 CD 0 CO '0 0 0 0 0 0 (0co 7r O LN co N O O 0) LC) V CA 0 U 0 O CA O) 0 N U � 0 0 0 E N 0 0. E r R O. R U 0 R 0 O R N_ R t0 T N R 0) N Li Q O N O O. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0_ O N _ O c.) E E o o Z o • 0 0. tP Page 182 of 216 R O F O .0 w W Candidate Precinct 109 (Ballots Cast: 181) O O 0 0 N co LL71- 00 CO O O O O) O O N O (O 0 LO O O 0 0 0 0 0O O N O I,- O O LL) O V CO N 6) (O V 0 0 N Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q N O C O N 0_ L "6 A O U 0 U N o C) N () d Ln O O N Z (� II 11 N N (� O co - 0- N- o) O (5 O p 10 co O co O co- L!) iii N O i O 0 E N Z To EO Z Page 183 of 216 R O F O U W rcs W Candidate Precinct 110 (Ballots Cast: 356) O O O O C) 0 V V N r (O N CO CO CO 0 O 0 0 ( 0 C) C) C) N CO r N N c0 O V r N N co CCCO ) CC) O 0 0 0 0 co -- O co r 71 - tri LC) Lf) N C) C) O r Lf) 0 V (O (0 OO (co O N V O L( O O O LO 0 C) 0 0 0 LC) 0 LC) O O O (0 O C) O 0 CO NO 0 0 0 0 0 0 0 co 0. N O) LC) N r N C) LC) CO N CO N O LC) LC) N N O r r 0 (N O LO CO LL) V C) 0 0 0 0 0 0 N r CO O N O N LC) C) r N N.: O N O (O LC) C) r V (0 0 CO LC) N LC) 0 0 0 0 0 0 LO CD 0 CO CO CO co O O N N LC) Lf) (N V 0 r N O (O O V N O O OO N 0 N- O LL) IN 0 LO LC) 0 0 0 O 0 CO LO O O O Lf) cs)O O N O co r C) N 0 0 0 0 0 0 OO N co N (O O N CV 71- 0 O V LC) CO co r co CV CO C) 0 0 0 0 0 0 LC) r O V N C) V N O CO CO. 1,- 0 0 r O C) N N co CO CO C LO 0 Cc) N V 0 0 0 0 0 0 LC) r LC) O 0)) C) (Ni N V O (O N N V O (N r O C V C) N r O O O 07 0 (0 LC) O O V 0 (N 0 LC) 0 0 0 N O C) N O r LC) O V O 0 O 0) CO CD r 0 N O O CO L(V V LLC) V � 0 0 O O O) O V Lf) LLC) LC) 0 0 cocsi N O O co (O r r O OO r O O O 0) O C) 0 C) 0 0 0 CO 0 CO (O O C) c0 N O r– CO 0 CO 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 c0 (0(0 LC) r 0 C) C) LC) c0 O N c0 0 0 0 O LC) N IN (O 0 0 0 0 0 O 0 CO CO LC) LC) 0 V CO IN C) O CO. CO O O N O CO LLQ LC) r O O O O O N O N C) C) V N O Lf) CO 0) LL) 0) N O V 0) C) 0) N V LL) O L() O O 0) O O (0 r (N N N C) (0 (N N r N CO V O C) V N 0 (O Lf) (0 C) m r C) N 0 (N C) V L(') N (0 0 r LC) 0 LL) 0 C) N ( ) LC) N N 7 n r o oo o(U N 2 O CO 2 O c _ N .0 COZJ U O T 0 Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: u_ N O U U 0 N c 0 U_ 0 O N cL_ ToC Li Q 0 .N O Q O a` Cast Votes: Over Votes: Under Votes: 0 O O V L() CO O 0 0 IN- C) C) CO r N V 0) LO 0 (0 0 0 C) O O CD CO (0 0) r CC, Vote For 1 O O OO 0 CD O N V 0 N (`N') 0 0 0 M 0 O CO O O (O 0 C) O 'O 0 0 0 0 0 CO r O CD N L V O O V O U co V O V N 0 0 0 e N 0 0. e r R 0. R U 0 R 0 O R N_ R t0 0 0) N Li Q O 0 0. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0_ Page 184 of 216 R O F 0 U w w Candidate Precinct 110 (Ballots Cast: 356) O O O O O COLO CV 0 CO V O (C) O O N O 1� L() 71 - CD O O r- 0 CO M o 0 0 0 0 ✓ (C) CO 0 CO Co CO c0 O ✓ «) co o «) c 0 0 0 CO. COCN. 0 CO o «i v rn I� N O O O) 0 0 Cast Votes: Over Votes: Under Votes: 11/05/2014 a) C O Q U C U N 0 L v A U 0 U N o o co C. N () w 100.5 O Z co II 11 O (� N N cr O N- O) O) O O O 10 () O CO O p CO- LC) N O i O 0 E N Z To EO Z Page 185 of 216 O F O U W ros W Candidate Precinct 111 (Ballots Cast: 273) O O O O LC) N— O N LC) (0 V 1� N CO71- O N 0 0 0 0 O 0 LO LO r r r . Ln O C) LC) CO N LO O 0 O O 0 N 0) O N O LC) V N N C) O 71- 71- V V 0 O 0 0 (0 O) (0 0 CO N CO O N V N O V � V C C) 0 a7 rn r C oo C C (� C Q N UD COOZJ U O T R OO (co O N O O O) (0 O C) N LL') 0 CO N C 0 0 0 N 0 CO O O O N- O N co O V 0 (0 Cast Votes: 0 LO Over Votes: Under Votes: CC, Vote For 3 0 0 0 OR OR 0 r O N O C) LC V CO O O C) 0) O L(') N N C) CO O O CO O LC) V CI N 0 0 OR OR 0 0 (0 (0 O N V O CO CO C) CO CO O O O O) V V N N C) V V 0 V 0 V N N I- 0 0 0 0 0 0 O C) LO (0 0 1� O O O C) O (0 V 0) C) LC) N N N LC) O) 0 O) LC) N N 71 - OR O O O 0 O O N- r O r r N L() O CO O O O I,- 0 N N O LC) V N 0 1- () N 0 0 0 O(N 0 00 V O In LL) V CO 0 ON O0 0 CO N � V 0 N N Cast Votes: Over Votes: Under Votes: 0 0 0 0 0 0 C) 1- C) CO C) r CO V O O N r N O co co LO 00 N CO CO O 0 0 0 0 0 0 V CO N LC) CO V r O co N V N (0 O N LC) CO c 71 - OR oO 0 O 0 (0 O N O 0 V LC) CO N CO O N LC) N 0) C) O C) ( ) LO (0 NV 0 0 0 0 0 0 O 0 1� O 0 0 L LO LO N L O LC) O N N V O N O N N N N 0 N 0 CC, Vote For 1 O O O LO 0 0 CO L( O co C) 0 0 coN 00 0 O 0CV O O O) O) 0O CV 0 N Cast Votes: Over Votes: Under Votes: ( O co M C (0 LC) 71 - CV CV 0 0 0 0 N CO (0 C) 0 V 0 0 0co co. 0) (0 LO ( 0 CD LC) CO V O OO 0 co O O 0) O) (0 O 1- N O 0 O 0) 0 (N0 N O N- O) N O O 0 0 0 N- O N O O 0) O) CO 0 C0 r- O L() Cast Votes: Over Votes: Under Votes: OR OR r C) (0 C) N 1� LC) V CO LO 0 0 O M N LC 71- 0 O LO 0 0 N CV CV r N V 0 (0 0 LC) (0 CC, Vote For 1 O O O O 0 O 0 O O O N 0 0 0 M 0 (NO N O N- O) N O O (0 0 71- (0 0 (0 Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q O C O N 0_ Page 186 of 216 R O F 0 U W W 0 0 N Q Candidate Precinct 111 (Ballots Cast: 273) O O O O O L() V O CO N — d O 6) L( 71 - CD (O O I- V O N O 00 0 0 cor-- coO) O N 0 1,- N 1- 6) O O co CO CO () CO (O 0 O 0 0 0 0 0000 oo O O (O O C) L() L() (O CO V CO 0 0 LL 0 0 U U L 0 O U_ 0 J a U O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n U C U N 0 O N Tr- _ O 7 d c.) E o d c o O Z O C 0. tP L A U O U N o d o C) N 00 w 1005 O Z co II 11 N N O (. O N- o) O O O p 10 C) O OD O p 00 LC) iii N O O 0 E N Z O � To EZ Page 187 of 216 R O F C O U W W 0 00 N .0 Candidate Precinct 112 (Ballots Cast: 875) O O 0 O COO IN N CO N N N (0 V N LC) O N- I- V O N 71- 71 - OR C) N V ( ( ( ( (0 (0 (0 N O CO O C) N r V LC) N LC) M CO LO LO LO 0 0 0 0 0000 0.000 C) N V C) L(') CN') CO 0 N OO O C) O r N O IN N O 1- O IN 0 CO W 0 0 0 O O 0 O 0 0 0) O (0 O O co 0 0 0 C 0 0 0 0 OR 8R C) 0n r 0IN n LC) 0 N C) (0 O N L() (N N N CO O 71 - CO C) LC) LC) V 71 - CI C) N CO 0 0 0 0 0 CV 71- CO 0 V N O r N C) N O O C) (0 N N CI 0 CO LLC) (` IN N') 0 0 OR OR 0 0 V O (N LC) IN C) LC) C) CO LC) C) LC) N L() N- O IN 00) CCI CO CD 0CO0Com') L() 0 O 0 0 0 O 0 0 O lC) V OO CD L() co NI (N 0 0 N- (0 O O IN N (N0 CO V 0 LV N OR O CD M LC) (0 CO CO CO O 0 V O O O L() O V N O O ( N. 0 N N O co V 0 N- r up 00 0 0 0 O C) O co O o 71 - co C) ( O f� (00 CO 0) L() 0 O LO LO N 1'- 02 (0 (0 C) N- 0 O O M 0 (0 Cc) V L0 N O O ( 0 co O O (0 L(') 0 0 O 0 0 0 0 IN C0) 0 (0 O (0 O CO O IN N 00 0 CO cyV 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0000 Lf) 0 LC) V N Cr) 0 01- I7 r CO.O O O O 0 0 V C) I. 0 0 o CO (0 N V) CO(O O C) LC) C) C) CO 0 r 0 O V r LC) C (0 ) O (0 C) IN N N O (0 C) V C) (0 O N N,_ O N N O O O (0 CO N N (N (0 V (0 C) N N. N CO V C) 0 0 CO N N. O O O O (0 LC) 0 (0 0 (0 (0 0 0 (N CO N (0 (0 C) N L(') C) CO r- C) N O C) N N r r r C 7 fn 0 C oo C (0 .0 c s = N U D -0ODZ J U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: 0 O COO (00 CO 0 O 71 - OR O L M 0 CD O (0 C) IN 0 OR O CO Com) CO v- LC) () ((00 N CC, Vote For 1 O OO 0 0 Off) O O (0 0 O 0 O CO 00N V 0 0 0 C CO O 00 Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q 0 O C O N 0_ Page 188 of 216 R O F 0 U W W 0 N .0 Candidate Precinct 112 (Ballots Cast: 875) O O O O O CD N CO 0 N- o O O O I� 7 (0 N O 1- O 0 0) O O CO (0 0 00) CO L() N O 0 0 0 0 L V 0 0 O O O V O (0 L() V O C 0 0co N O 0 0 0 0 CO CNI 0 CO0 (00 N N.: CO O (0 (0 0 0) L() O� 0 O N N V O 0 0 0 0 (D.� 0 0 r N (0 O V N CO CD 71- CO CO ON 0 N 0 LL 0 0 U U L 0 O U_ 0 J 0 U O N R (0 M N O O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 O co Q O a) C O Q (n U C U N 0_ O N Tr- _ O 7 d c.) E o d c o O Z O C 0. tP L A U 0 U N o d o C) (NI CO w Li)05 � O N Z (� II 11 N N CO O co - 0- N- o) o O O p 10 co O co O LC) iii N O O 0 E N Z To EO Z Page 189 of 216 R O F O U W rcs W N .0 Candidate Precinct 113 (Ballots Cast: 80) O O O O co co V V V r 0 N (O CO r () V 0 0 0 0 r O C) O lC CO LL) V N O N 0 0 0 0 co CO LC) N O N V r CO 71 - LL) 6) V r 0 L 0 0 (0 LC) O) 0 r (O LC) O r O O N C) Cs1 0 Co.n C 7 c r C oo C i (0 � ES d 2 m 2 c = N U D coOZ J U O T R O O O O O O L(i O Lo r O N CD O O 0 0 0 0 O O 0 O 0 0 O O O CO N O) 0 N N 0 00 7r 0 co LID cocri O O Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 V N CO LC) N 71- 0 O (O LLD V (O () N LC) N N N co CO CO (O O) CO O 0 0 0 0 0 0 N (1 CO I.-- CO LC) LL) N 0 C0 0 0 0 0) co N N C1 LC) CO CO V N 0 0 0 0 0 0 r r V CO r N LC) (O V (O lC) (n cO r (0 0) N N C r CO O) r V 0 0 0 0 0 0 LC) CO O O 71 - CT) O) LC) r O O (O O V N O O cd V O) r L(') N N CO OO O csi co 0 O N O r 71 - CO C) O r O C 0 0 0 CO 0 CO C) O (O V 0) OO C) LO NV 0 r N 0 LC) N C) Cast Votes: Over Votes: Under Votes: O O O3) O O O) co if o o O O N- cd O N 0 0 O) O C) (O r N CO 0 0 CO V LC) cdN CC, Vote For 1 O O O 1.0 LO 0 N CD O r N CO 0 r CO 0 0 0 ((r 0 Com') (O O C) N N O r CO 0 CO N Cast Votes: Over Votes: Under Votes: (03 O N (0 CD LC) V V 0 0 LCL) V CD (0 CO (O 0 ( 0 N 1'- 6 O O In V O N- 0 0 LC) LO N Is - cd O O O O N 0 r (O O c O) 0 r O 0 0 0 ((r OCO co (O O C O r 0 V 0 00 N ODO c O (O O Cr) Cast Votes: Over Votes: Under Votes: O ('71 - in. V O co O LC) V N 0 0 CO r C (O LL) V CNI ( 0 N r O) O L( 71 - CD O CC, Vote For 1 O O N 0 r O N O r LL') 0 LL) O 0 0 0 CO 0 CCD (O O C O r 0 V N 0 N O O. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q N 0 O C O N 0_ L v a oma, U 0 U N o d o C) N CO w Lo N Z (� II 11 N CO O co - 0- N- o) O) . (5 O p 10 co o co o c LC) N N O > > 'C O � 0 E N Z �o E o Z Page 190 of 216 R O F O .0 W W 0 00 N Q Candidate Precinct 113 (Ballots Cast: 80) O O O O O C7 (0 O O O 1� N 0 O L( V co co c‘i 0) 0) O N ee 0 0 0 CO (NO ((00 O CO CO In V (0 O M co co co rn m o 71 - (NI (0 O CO Cast Votes: Over Votes: Under Votes: 11/05/2014 O N _ O d ▪ c.) • E O co z II O • 0 0. a • W c, � 0 ' 5 O • T r O N ▪ _ L • CD U E t a0 • z 0 U 0 U N d 0) z O O 0 O I I c O 0 O co O 0) C 0 0 0 Ct (0 0 C 0 0 0_ 0 co 0 co (h N II CON () O O co (X) O In (0 0 O (0 0 O 0 E z a) N N Q Candidate Precinct 114 (Ballots Cast: 100) O O O 0 O) N 0 01 N O) (T) CO LC) O (fl N CD CD N CO CD N LC) O 0 0 0 co co O co CO CO CO V LC) N co LC) C) LO V - N O 0 0 0 L V N- L N r lC N - CD CO CD CO CO O O O O OO O O O 1� O C) N 0 CO N 00 0 co 0 N 0 0 71- 05 O O O co SCC) 0 CD O 0 0 0 0 0 0 r CO CO CO CO LC) N N N (T 0) V LC) LC) 0) L(') N LC) N CO CO O O ✓ N N N N O 0 0 0 0 0 0 N N N CO CO N 0 O O V (O C) N N N 0 V CO N O 0 0 0 0 0 LC) LL) LC) V O CO O N N CO CO N (O LC) LC) O C) N r- 0 0) O CV N O O O CO0 (n 0 O O O) LC V • O O 0 0 0 ) O (`O'N • O N O 0 0 N. O 0 CO r O N V LC) LOC)) O O O CO 0 N C) (O co CD O 0 C O N N O 0 I. N L) N O LC) O O O 0 0 O C O co CO 0 1� N 0 0 0 O CO O O O 1� N m O O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O— I� N N 0 CO O CO — C COO CO LC) 0 LC) 0 0 0 O N COCO) ,— N O.- CO O LLLQ LC) 0 V O O O O O O ,— CD N O N N LC) .— N (o L() V O L(') O O O O O - CD N NC) N LC) V O.— O O.— CD N O 0 N ( ,— N V CO ,— CO 0 L() O,— 0 0 co.n aQ) fn r C 0Q.) (� U d 2 m 2 O c _ = N U co m Z J 0 O > (0 Cast Votes: Over Votes: Under Votes: CC, Vote For 3 (0 O) 0 (0 N O N T OI N 4 0 R � _ '6 d' LL :O (4 E 2 E 06 U N cco t (0 (0 E0(9Q U 7 O 0 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: ( O 0 CO LC) 1� N O N CD N O 0 O O O N- r N CV O 0 0 CV CO CO LC) I- N 0 0) O 0 O O O O O 0 O o O O O O O O O O O O 0 0 co LIL 0 V O O O N O 0 0 0 0 0 O O O O Cast Votes: 0 0 Over Votes: Under Votes: O ( N r CNI• N CO CO CD N O 0 O O (0 • C) O LO N O 0 N. CO O O N 1� I- N I- 0 N CC, Vote For 1 O O O O0 0 0 O N O N 0 co O 0 0 0 (n0 0 CO co O N O • O 000 - 0 0 Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0 L v a oma, U 0 U N o d o C) N CO w Lo N z (� II 11 N N (� O crj- 0- N- o) O) . O O O 10 co o co 0 j LC) (n N ,(12 > > 'C O � 0 E N Z �o E o Z Page 192 of 216 W N 0 N .0 Candidate Precinct 114 (Ballots Cast: 100) 0 C O O O N0 O O 1� N O O O V LC) 6) V V 0 0 00 ( CO LL 0 V 06 6) O O V L() co N N 0 LC) 0 0 0 0 0 O O 0 O O O O CO O N L() L() CO CO CO M 0 LC) 0 0 0 0 0 00000 (O (`') O O O co co O V I� Cast Votes: 0 0 Over Votes: Under Votes: co O 11/05/2014 a) C O Q 0 0 O C O 0 0_ L • A U O U N o d • o w Lo � O N Z (� II 11 N N (� (rj O N- o) 0) O O O 10 (r) O co O (D - C6 Cp LC) • iii N i O • 0 E N Z To EO Z Page 193 of 216 R O F O W W 0 00 d .0 Candidate Precinct 115 (Ballots Cast: 626) C( ( O O O ( O O C L O O O O O O C O O 0 O O O O O O O O O N (0 N 0 CO 0 N 0 CO N (() r CO 0 0 0 0 N 0 CO O C7 0 r C7 r O 0 r - N (0 O r- r O N N C7 LC) C7 0 V O LC) O r O N V L() C7 O CO N r CO O (`') V (f) O V O (C) V 0) V ((') N O r O N O r M (O N O r 0) O O O 0) - co 0 CO r- N N r- N 0 V O L(i V (0 co 0) L() V 0) I"- 0 0) 0 0 CO OO (0 CO 0 CO 0) 0 r - O V N co CO O0 CO CO O 0 O O O co 0)f� r- nV r N (O L() I,- N O (f) V O V ((i O CO (`') N co (() co (h (f) N N 0 0 N (h N O 0 0 ( L() ('7 0 N ✓ LC) O O N NV (0 ✓ Ci LO O (7 - CO N L( 0 0 0 LO N 0 N CO O CO CO ( ) O O V - 0 ((i r (O N o 0 0 0 00 LC) 0 (h r O O (( O (7 O - 0 ((i (0 Cs1 0 N O T R 00 0 0) O 0) O O r O N 0 V o N 0) O V N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 (0 C0N O ✓ 0 O CO V O N O M r O M (() - N r r N (0 N 0) (0 (0 CO CO O r V 0 N O 0 0( 0 0 CO 0 O (7 71- • (0 0 V (0 N N r r N (3) (0 CO r V 0 0) ( ((i V 0 O 0 0 0 0 0 N C7 (0 CO O O r CO r O O N- O N 0) V (0 N - N ✓ N r N ✓ (N r- 0 O N - N r N 0 0 0 O 0 0 N O r (( V • O V � CO00 O V V r O 0)) Cast Votes: Over Votes: Under Votes: O O O 0 O O O O r O O O O 0) CC, Vote For 1 00 0 0csi co O O O v u) O O C.,1 0 0 Cast Votes: Over Votes: Under Votes: O 0 LO ( V (0 C7 r O 0 CO (N co co ((00 O O 0 N I• . -- tri • ((i co co 00 0 0 O (`') O (0 0) O O N 0 0 0 CI V 0 L cDcsi O r 0 0 N N Cast Votes: Over Votes: Under Votes: 0 0 LO V O O (0 V CD O 0 0 r N N-: N (0 V CNI ((C CC, Vote For 1 O 0 0 (o 0 V N O r 0) CV O CO N N 0 0 r N N O o 0 0 0 0 Nr ('7 0 0 2 o c') 0 ('7 Ooo (0 • O r O U o c0 V V O 0) 0 0 d E 0 0 0. E r R O. co U 0 co c O R N_ R > 0 T N R N Cn N N 6 'Fri Z Li Q 0 N O O. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q 0 O C O N 0_ Page 194 of 216 O F 0 U W W Candidate Precinct 115 (Ballots Cast: 626) Ce O O O CD N N O (O C) O cU L(i V 6) N L0 OC) r O 0 N 0 0 0 0 0 P) CO 0 0 O L() N O 1 - LL V O oN (0 0 0 N N 0 0 0 0 0 co N 1s- 0 CO N N O 1- N r co O C7 (O CO N O V 71- r 0 Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n U C U N 0_ O N Tr- _ O 7 d c.) E o d c o O Z O C 0. tP L v A U O U N o o co C) N () w Lo O Z co II 11 N N (� Cj- O N- o) O O O p 10 () O CO O p Cp L() iii N O i O 0 E N Z To EO Z Page 195 of 216 R O F O W W Candidate Precinct 116 (Ballots Cast: 1,172) O O O O (O C) LL) LL) CO CO L() N I� C) L() N LC) C 0 CO CVLO N LL) 0 0 0 0 N -N O L() CO(O V C. LL) (0 V N LC) (3) (0 O) O) N 0 0 O O c0 O LO V N O O V L() C LL) 0) 0 L() O L() T0 N CO O O LC) O V ) O N O N N V N LL) O (0 (0 V N LL) O T R O O O OO) O O O CO O O N 0 0 O co O o O O O O O O O 0 00)) (0 0 0 0 CD 0 0 1� O N O LO O cm Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 C) CO C. O C) V N LL) y- O L() O L() CO N (3) L() N- C) 0 (N 0 0 V C) (N 0 0 0 0 0 0) 0 LL) LL) O (V CO N V V V N O c0 N O LL) N N L() CO (0 LC) N 1N- LIM CI CV CO V C) 0 0 0 0 0 OR O O) N 1N CO LC) CO N- N CO O V C) V O O L() N N C) (O r- CO N 1� (O LL) N (0 N N N 0 0 0 0 0 LL) O CO C) N LL) CO C. C) CO O L() L() y- C) C) N (0 (O 0 0) (0 V CO N N C) O O O 0 N- V O L() Lf O L() V O 0 1N- f� 0 0 0 LO LO 0 O C) O (0 LL) V co O co O 0 0 0 CD 71- O 0 O (0 O C) L( 71- N- r- O O O CO 0 0 0 CD o CO N O L() V CM 0 LO CO LO Cast Votes: Over Votes: Under Votes: O O O oo O O O O 0 O O O O O c') 0 O O O CC, Vote For 1 O O O LO 0 LO CO O 1� O L() V CO O V r` 0) (0 V OR 0 0 03 0 O L() V 00 O ad co LL 0 LO Cast Votes: Over Votes: Under Votes: O O O O O M COCO CO ( 0 V LO O C) O CO CD M OR O Vin y- O O C) LL() N 0 0 0 O N N O CO ( O O 1� 0 (NN O c0 O L() 0 1- O O 0 0 0 LLC) 0 V V O LL) O) o co co N ((00 0 CD LL) 00 0 0 N O N- O 0 0 CO O Cast Votes: Over Votes: Under Votes: COOR OR CV CV r- O M ((0 LC) LOV o 0 O C) N 1� (O C) CO 03 N 0 0 LL V 1� N LL) V N) V N CC, Vote For 1 O O O 00 O O N O) O 0 0 0 CD 00 O O (0 O) r- 0 ad l) Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q 0) O C O N 0_ Page 196 of 216 R O F 0 U W W Candidate Precinct 116 (Ballots Cast: 1,172) O O O O O 00 0) O CO CO N N O O 6) O O 6) LO V 0 V (0p 0 0 LO L) 71-O 0 0 0 0 0 00) 0 0 CO CO N C) O (O 0 v rn 0 CO 0) CO 0 CM N C) N 0 0 0 0 0 CO 0 0 0 1� N r O N L() V CO LO 0 LO CO LO V O) 0 0 LL 0 0 U U L 0 co O U_ 0 J a U O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0_ N Tr - TO c.) E o d c o O Z O C 0. tP L 0 I A U O U N o C1) o (h C) N CO w 1005 � O N Z (� II 11 N N (� cr O r 0 Page 197 of 216 O O p 10 () O co O O L() in -Li (n N O i O 0 E N To E Z � O � H Z R O F O U W W Candidate Precinct 117 (Ballots Cast: 1,063) O C( O N N L() V O V (0 N V 1� V CO LC) 0) O CO CO 0 0 0 0 - 0 0 O O 1� O CO CO C) CO (3) LL) C0I Cs! N 0 0 0 0 V LC) (O N 1� O CO L() LL) (0 O 1- V co CO V (LO0 N 0 0 0 0 V CO 1- 0 V I� O L() (0 O CO V N O) 0 N N O T R O OO O O) O 1"-- 1"-: �1� O O O r (0 0 0 0 N 0 CO V O L() C) O (0 co O O O co CON0 LL L() Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 C) N L( V V (NI LL) LL)1- 0 r V N CO O O O N N CO V CO V CO 0 V CO O) (0 0 N V V 0 0 0 0 0 0 co LL) N 0 0) 1� V O L() (0 L() N CO O 1- O) (0 (0 (3) C0 LL) (NI CO N 0 0 0 0 0 0 O O co O) L() co O 1� O N LL) co (NI O) V LO V 0 L() L() O L() V (0 N 0 0 0 0 0 0 N O CO 0 V 1- C) O V N CO 0 LL) Csi O O (0 N N V CO 1"-- To � O O O O N O V LL) 0 N LL(i (LOO 0 0 0 ((00 0 CO N O 1- V O 0) O L() co 0 0 0 LO LO N 0 N. N O 1- L( 71- N.- 1� O CO O) O 00 0 co LO O V LV O CO O O Cast Votes: Over Votes: Under Votes: O ( co (0 C) (0 CO V r LL) N 0 0 71- CD N L() (0 CO O O 00 N co L() V (0 C) (0 CO N_ LO CO 0 0 CO LO (O CO CO CO V CC, Vote For 1 U N 0 N 20 d C cg E N Q O 8 E0-, 2 U 7 O U O O LN 0 CO N- O N N- N V 0 O) N CO O N 0 00 (0 O CO N O 1- 1� O O N O 0 (0 co O Cast Votes: Over Votes: Under Votes: ( O CO CON 0) L() V LO 0 fO V 0 0 1� CO N 1"- (0 CO LL) V 0 0 LO LO 1� N Co CO LL) 71 - CO C) CO N 0 0 1� CO CO CO ri (O CO N (0 D N ( O O 0 0 ((0CO N O 1- O LO 0 CO 00 O n 0 0 0 ON 0 OCO O O 0) O) CO 0 co L() 0 0 0 0 OLC)O 0 LO N O N O) CO O N Cast Votes: Over Votes: Under Votes: O O r CO CO O L() V 71- 00 LO 0 0 O co N 1� LL) V CO CO 0 0 O O V LL) O coO N N CC, Vote For 1 ( OO ((00 0 C N O 1- O) L( O co oo O) r 0 0 0 V 0 LLO O O O co LN 0 CO LL) O 0 0 00 0 O 1� N N 0in r L() V 0) O C) O U N (0 c 1- 0 co V co1� 0 0 d E N 0 0. E r R O. R U v R c O R N_ R 0 A ccN O 0 0) N6 'Fri Li Q O N O O. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 O c O a) C O Q O C O N 0_ O N _ O c.) E E o co Z o 0 0. tP d V d L "6 a U U 0 N o d o m C) (NI CO d LC) N Z (� II 11 N N CO O O N- o) O) (5 O p 10 co o co o j LC) (n N N O > > 'C O � 0 E N Z �o E o Z Page 198 of 216 R O F O .0 w w 0 0 N Q Candidate Precinct 117 (Ballots Cast: 1,063) ( O O O O O O O) O O N I�O N (() V 6) N. 0 CD r 0 CO if O71- 0 0 00 0 N- CO V O (((i O v L() CO CO 03 1.0co 0 0 0 0 0 o 0 co ( ) O O O co CO 6) N O CO 0 LL 0 0 U U L 0 O U_ 0 J a U O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n U C U N 0 L 0 I "6 A O U O U N o d o C) (N1 (h d LI) O � O N Z (� II 11 N N (� O (. O N- o) O (5 O p 10C) O co O NLC) Lr)iii N O 0 E N Z To EO Z Page 199 of 216 R O F O U W ccs W G) N Q Candidate Precinct 118 (Ballots Cast: 744) O L O O • lC r 0 ✓ O C) C) O O) V L() ✓ N LC) O CO O (C) (O O LC) C) O 0 0 0 ✓ V L(') ✓ N- O 1- ✓ - N LC) C - (0CI V O 0 0 CO LC) N - CO C) CO O C) N C) - co LC) COCNI O ((0 In N o 0 0 0 O C) 0 1-- O C) O CO N r N N co (O (O (N co.n 7 fn r C oo C 2 (ES� N 2 CO 2 O c _ ) U co m Z J U O T R O O ( VO (O co O N O N O C) (O CO CO 0 00 O 0 0 1-- O C) 1� O N r O 00 (NI LC) 0 71-') r O Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 O N O CO C) N. C) CO N r r- O r N r r r r r r O CO) OO OC)) CO N N N O 0 0 0 0 0 N N r 1P--0 O LC) V O LL') (O O r (O O N r N r r r N (O N. V (O CO CNI N. O LC) r V O 0 0 0( 0 I� V N C) O (O V (O O V r (p • N r r N co O V O 1. co L(') co CO N C) OOco 0 O N O co C) O (O LL) V N. 0 LL') N ( 0 0 O 0 0) O N LC) V L0) OM) O LV LC) V O ( C) (NO C) N 6) 71- e 0 0 N 1� 1- N O L r-- tri �L() co co N 0 0) 0 O O O co.0 O O N N O 0 (f) O CO 00 0 N 0 N - O O O 1� N • O ON) O L) O O N � COMCNS) CN) LN V N O 0 L)) V co co co ((0 O O 0 C) (N N N. C) Co (O C) O N r O O O O O co N O N- O (f) 0 O 00 10 O 0 0 in ▪ 0 V N O N- O N 0 N C O 0 0 0 0 0 0 0 0 O) N 0 0 0 0 0 0 0 0r-- N COO N. N 0 0 0 N 0 CO C) 0 O N N r N C) r O O r O O 1-- O N C) CO N O 1-- N: C) N C) N LC) co O C) N r C) O (O O O N. O N N r r r N V LC) co co N r co C) N CI C) N (N CSI N n (N 0 C) V N N. 0 (C) Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: r O Cast Votes: Over Votes: Under Votes: O O - co co ci O co O I"- 71- (N O 0 - O O LC V C CD O 0 P -- CO N O O co co CD 0)) N CC, Vote For 1 O OO • O 0 O N O O O V O O CT) Ooo LC) N N 0 N - CN) N Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q 0 0 C O N 0 O N Tr- _ O T d c.) E o • d c o o Z O C 0. tP Page 200 of 216 R O F O .0 W ccs W Candidate Precinct 118 (Ballots Cast: 744) O O O O0 O csi0 O 0 : O (O N O N LL) V O) OCU 0 CD M M O 0 0 0 0 COco csi N0CD r O O N O r ✓ LL) O) O () N 0 I, - LO LO 0 M N O 0 0 0 0 0co0csi N 1NI V O 0 N CO Cast Votes: Over Votes: Under Votes: co T O 11/05/2014 a) C O Q (n O C O N 0_ N d c.) E o • d c o O Z O C 0. tzl a W N L v • A U 0 U N o d o C) N CO C1) Ln 05 N Z • (� II 11 N N CO cy-j- O N- o) O) O O p 1.0 co O co O N LC) N O i O N • 0 E N Z To EO Z R O F O U W IJ W Candidate Precinct 119 (Ballots Cast: 1,187) O O O O LO r CO O N O LC) - I� r V - N LO N- CO O V - N (0 • 0 0 0 (0 () CO 0 (0 C) C) P-- 71' • V N C) - N LC 0) 0 O N N O 0 0 0 co LC) V CO N LO V r O) 0) (0 V N LO O (0 CO LO ✓ TO) N N O 0 0 0 ✓ V r LO N CO CO N • LC) O N - N (0 O C) 71 - - LO LO C n • C 7 c r C O ( 1) i O) � U N 2 CO 2 c = N U D • coOZ J U O T R O O O 0 O C) C) O (0 N O N O) O co O co 0 0 0 0 0 0 O O r O N N O O CO 0 00 LO Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0 0 0 lC) CO N • V 0 N CO C) N C) N V r (O LC) N N N CO CO CO r 0 O) LC) 0 0) V V 0 V LC) N LO ( 0 0 0 0 0 (0 N L 0) r r C) 0) LC) 0) V C) V CO N LC) N N N C) (0 (0 LC) LC) (0 CO 0) (N LC) C) V N O 0 0 0 0 0 O (coo 00 0 co C) LL) V N V LC) N N N ✓ (NO CO CO LO 0) N N N ( 0 0 0 0 0 O r C) V co co C) (0 N CO N (0 C) V N LC) O O O 0) 0 N r O LL) V co O co O L N O 0 0 LN 0 CO71- (0 O C) LL) V V O co (0 O 0 0 O 0 O) O O 0) (0 co 0 0 0) O (0 P-- O Is - (0 LL) Cast Votes: Over Votes: Under Votes: O O O (7 N O O O 0 0) N O O 0 C) O O O CC, Vote For 1 N U N 0 N E d OS 01 � � U T ▪ c E0 2 U 0 O U ( O O 0 co LM O O (0 C) Lf) (0 Lf) 0 00 N • 0 r (0 O C) ll) V o o m C) N LO 0 CO Cast Votes: Over Votes: Under Votes: O O O O (N0 Com) CO CN O 0 LL V LC) V (0 C) O O O 0 O r N (0 CO CD O 0 co Is- • N 0 (0 P-- N O O O O O N O r O) V O co O O O 0 0 0)) O CO N O r O) ▪ O co 0 0 CD LC) O 0 0 00 o O O C O CNI Cast Votes: Over Votes: Under Votes: 0 O M N CO Com') CO O P-- C) ( 0 P -- N C) (0 CO C) O O N 0 0 N (O C) (0 CO 00 O () CC, Vote For 1 O O O LOC) O OO N O N- O) O 0 0 CO 0 (N0 N O r O) O O co v 0 v 0) 'O o 0 0 0 0 N ) C) V 0 (0 2 C) (0 r O N N O)O O 0) (0 C 0 U N r CO 0 0 V (O CO 0) N 0 0 E 0 0 0. E r R O. R U 0 R c O R N_ R 0 T Vas 0) N N N C ci Z LiCD Q 0 N 0 O. O 0. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n O C O N 0_ Page 202 of 216 R O F 0 U W W Candidate Precinct 119 (Ballots Cast: 1,187) O O co cri L0 CO O OO O O co N O N- O) 0 00 0 0 • — N LL) O V N N O r L0 V O 0 rn 0 N. LO N N V CO O 0 0 0 0 cc, Cs' C CO N- CV IN 0 N- N CO CO 1N LL) r (O N O) 0 LL 0 0 U U L 0 O U_ 0 J a U co O N R M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0 O N Tr- _ O 7 d c.) E o d c o O Z O C 0. tP Page 203 of 216 O F O U W W 0 N Q Candidate Precinct 120 (Ballots Cast: 625) O ( O O N M V N co I� 0 71 - (Ni N V LC) co V N- V 0CO N N 0 0 0 0 co N M T-- CO �(O O V O V V (O M co 71 - CO N N- 0 CO CO 0 0 0 0 (NI N CO (O N N I� r 71- 0 O 0 0) ( 0 0 L 0o -N- N- L- CO M L() 'Cr 0 N N M Co.n C 7 c r C oo C i (0 � U d 2 m 2 c = U D coOZ J U O T R O O (071- 0 CO N O O O N- 0 LL) 0 0 0 0 0 0 (NI O CO 1� O N co E61 o r N V O co I- LL) L() Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0( 0 (M7 V (O r CO 0) 0) 6 O M 6 N M V (O r CO (3) LL) 0) 0 CO LO N (NI 0 0 0 0 0 0 CO O CO O C. LO O 0) M V 0) (O r (N N 0) (O CO co I� N 00 0 (O V M 0 0 0 0 0 0 I� r 0) CO CO (NI CO CO CO CO CO O 6 I: N 0) V (N N 0) CO r T -- T-- r LO CO N 0 0 0 0 0 0 0) CO r M 0 LO CO CO(0 0) (O 0) O N (O N V co co N ( I- M L() M M O O O N 0 r M O (O LL 71 - CD 0) O (O 0) M 00 0 0 N 0 CO � 00 0 CO 0 CO V O LL) LL) V 0) O O co 0 0 0 71- 0L M O (O LL) V CO 0 O CO Cast Votes: Over Votes: Under Votes: OO IN - LO V N LL) V 0) n N N 0 0 N CD CO (0 CO 0 0 V O N 1� LL) V CO O 0 0 I� N O (O CO V N M (N CC, Vote For 1 U N 0 0 20 d C C g E � � O Q O 8 E0-, 2 U 7 O U ( O O N 0 N O O O V Lf) 00 0 L(� 0 V 0) O O 1� N 0 00 00 Cast Votes: Over Votes: Under Votes: 0 O M (O M O LLO N M N ( 0 M M LL) V V 0 0 0 T-- T-- -I� N O (0 M LO O 0 0 V O T -- CD - V 0 O O O O O O O O O LO 0 0 Lf) O O CO N O N CO Cast Votes: Over Votes: Under Votes: O O T -- CO -(O CO. L() COV Com') M M N 0 0 CO 71- LN LO N LL) V V O 00 O CO N LO V 0 71- 0 CC, Vote For 1 'O o 0 0 co O O N 1 N (No' O U N 0 V V N 0 0 0 E 0 0 0. E r R O. R U v R c O R N_ R 0 A 0 (n 0 — Nci Li Q O O a` ( O O co. 0 ((O O 0) O 71- e 0 0 0 co O 1� O N co L 0 Com') N O 0 Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q (n O C O N 0_ Page 204 of 216 R O F 0 U W W 0 0 N Q Candidate Precinct 120 (Ballots Cast: 625) O O OO O co 0 L( V co O O O) O O 6) L() V 6) CO 0 N- I.-- CO N N O 0 0 0 0 V - (( N O N. O O O O r ✓ (r) CO N N ((fi O co N O 00 0 0 • - CO (O O O N O 6) C O (O if V O) N0 (V O O) ✓ r N 0 LL 0 0 U U L 0 O U_ 0 J a U co O N R M N (i Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 O c O a) C O Q N 0 U C U N 0_ O N Tr- _ O 7 d c.) E o • d c o O Z O C 0. tP L • A U O U N o d • o w Lo N Z • (� II 11 N N (� (h O N- o) o O O 0 10 co O co O (D - C6 OD LC) • iii N O N • 0 E N Z To EO Z Page 205 of 216 R O F O W W 0 00 d .0 Candidate Precinct 121 (Ballots Cast: 485) O O O O 0 --co LL (7 I� 71- • d O V - 0 LC) LNC) 0 � O N O O N O co V O lI) N 0 r (O O 0 0 0 0 0 CO CO O ON) CC7 O N V N r C7 LI') N N r r N (O N LO V V 1� 6) 6) 6) CO V ( O O 0 0 O LL LL 71 - CO N 0 I. -- CO CO O O O CO LO O 0 O CO r N r O OO • N (07 7 O (O I- N (0 r CO O O LL V O V O CO 0 V OO ( NN 0 r O O O N CO 0 N 0 (0 O O O O O O (O V LC)Nr N O O CO 0 (07 N O r N O o LC) 0 (0 N V O 0( NCO COCOV V V O 0 0 0 0 0 0 0 0 0 0 0 0 0 ( 0 0 0 0 V N 0 0 0 0 0 0 0 0 I,- (fl 1 r 0 0 (O (O 0 (O 0 CO N 00 L0 0 LO CO.N coCO. Lo r O c0 L() CO CO CO V O Ln V LL) O 1� LO O coc0 N. -(fl O ('7 0 (O (O O ('7 r LC) N O LC) 716) O O N r O N 0 V co O (h 6) O LI') O (h LC) CO r N N r N V LC) (O 0 17- (NI (0 CO CO r LC) V N 1� O p O) (O 0 O) 0 0 0 0 p r N r 0) p p CO N 0 0 O) (fl 0 O) O O N LL) O r N N (0 CO 0 0 (O r 0 V V (O r (O N N O M r r r r r O 0 0 0 ON V (O CO CO CO r O co co 0 - (h 71 - CD CY) CY) OOO (0 N (O CO 0 71- O) 0 N O 0 0 0 0 0 000) N O r O O O N- I- r N V r LL) N N r r N 0 CO Vr 0 CO CO V 0 CO N 00 0 0 00 0 co co O (h Lf V 71- O co coco 0 0 N • r-- CD �(O • ( h 0 CO 0 CO 0 OCD 0 0 N 1� • LIi (O CO N On (O 0 CO O) O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ✓ 1� O 0 0 0 N LO CO 0 LO LO O O(`') N -C7 LL) CO N V 0 O ✓ CO. CO. 1� r O O) ('7 O LL) V O CO N O 1� V LC) O (O CO r c0 O O O - O V ('7 n:O N O O r O) O N N O r O O O O N - N (O N r (N N r r (N (O 0 r N r (O r O N LLO 0 CO 0 O CO N N CO N V 0 r M V r N 0 1"--L 0 LO Co.n r7 c r C oo C (0 (ES� d 2 m 2 c = N U0 OOOZJ U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: o 0 1� N LO LI) V CO CC, Vote For 1 71- O O 0 N O Q Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q 0 0 C O N 0 L v a oma, U 0 U N o d o C) N CO w Lo N Z (� II 11 N N (� O crj- 0- N- o) O) . O O O 10 co o co 0 j LC) (n N ,(12 > > 'C O � 0 E N Z �o E o Z Page 206 of 216 O F O .0 W ccs W Candidate Precinct 121 (Ballots Cast: 485) O O O O ( L0 LL) 0 0 O) LL V N O L() V (0 1� 0 CO (`0 00) 71- 0 N 0 00 0 0 csico ((0 0 (00 O : 06 (O O (h V L() co co co m o m 0 00 0 0 1� N r O CO LL) V O) O O L() V co 0LON CNI O) 0 N 0 0 0 0 0 co csiN 0 O) N N CO V O O 0 LL 0 0 U U L 0 O U_ 0 J a U O N R (n M N O O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 O co. O a) C O Q (n U C U N 0 Page 207 of 216 R O F W Candidate Precinct 122 (Ballots Cast: 1,023) O O O O CO 6) CO LO O N LO (0 N V (0 N- C) CV CT) LC) CO 60) LC)L - N C) O 0 0 0 co co 0 V r 1� O O (0 N V (O - co 71- • 0 0 (O O V 0) C' O 0 0 0 00 (0 0 (0 N V CO N- N C) (0 - C) 60) CO LO (') ✓ N O O O O) 0 V O L( 1� O N CO L() 0 CO co 0 0 0 L 0 (0 0 O N- O N m O o o N CI 0 00 LO O 0 0 0 0 0 LO CV Cc) CD LO CO r LO C) (0 O C) C) (0 O (0 (N N r C) CO CO r CO L() L() 0 LO 0 6) V O O 0 0 0 0 0 • CI LO N (00 N- N C) N O N r N IN 6) 6) V 0 N 0 0 in CO CO CO O 0 0 0 0 0 O CO O VC) L() L() N C) C) C) r 00 CO C) N LC) 6) V N N O 0 CO LC)) 0 0 0 6) 0 O W O V L() r O CV V � C) 0 N 6) 0 O O co co co 0 oo— (0 co O LO LO O 0 • I� (N CO r 0 0 C) • LO (0 C) (0 co LO CT) Cc) CD C) O O O O(N 0 co O O 1� N O O C) O N CO O 0 0 LO 0 LO N 6) O O N O 0 0oo CO N- O N 1� N O O O O CO CV O 6) O CD L() C) O 0 C) (0 (0 C) 0) I'- O 0 0 co. O L() LLfi O LC) C) (N O O O (0 O C) N O N- 0 CO 0 L() 0 00 0 ✓ 0 LL C) O (6 0 0 O r O N co LO 0 0 CO O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (o l'‘...O (0 (0 0 (o 0 C) 6) LC) (0 0 0 (N L() 0 LC) 0 0 C) 0 r 6) (0 0 V (0 O O C) O r 6 r r co) 6) O O L() L() (0 O C) O 6) 1---N O ✓ co 0 C) O (0 CO 6) L() r 6) LC) C) O (0 N.: N O N (N r r O N ✓ C) L() N r r r r r N CO C) (0 C) N r r N O (0 CO N 0 0 CO r CO L() r CO L() V 0 C) r C) 0 0 6) N C) 0 (0 ✓ N V r r r r N 6) in N r V C) r V C • C r 7 0 r C o 0 o (0 U U • c 0 = N UD COZJ U O T R Cast Votes: Over Votes: Under Votes: CC, Vote For 3 Cast Votes: Over Votes: Under Votes: CC, Vote For 1 Cast Votes: Over Votes: Under Votes: Cast Votes: Over Votes: Under Votes: O O LQ LO N L() CD 00 0 LO O 0 V LO (0 • C) CO CO CO N- O 0 I- N C) (0 L() N r- C) N CC, Vote For 1 I O O I� 0 C) I,- O N N O I- 6) 00 0 N- O C) IN O N C) O (6 0 CO 0 0 O O 0 0 0 0 0 (O V co O r N 0 O O O U N Vr L() 0 V C) r 71- a) 0 0 d E N 0 0. E r R O. R U v R c O R N_ R 0 A 0 0) 0 N N C 6 'Fri Z Li Q 0 N O O. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q (n O C O N 0_ Page 208 of 216 R O F 0 U W W 0 N .0 Candidate Precinct 122 (Ballots Cast: 1,023) L • L O O O CO co LC) O (0 M O co LL V 0) O 0 00 0 O O M O 1� CO 00 O Lf V N O n: LO v 0) CD CO CD 0 CO N O 0 0 0 0 CO (O N 0 CO LC) V O N LL 71- 0 O CO 0 LO CMS) N L() O 0 Cs! 00 LO O (0 N N M s- 0 LL 0 0 U U L 0 O 0 0 J 0 U O 0 R M Li Q O Q O ` 0 0 0 CD 0 N N O N CO C'') O CO Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q U C U N 0 L A U O U N o o co C) (NI00 w 10 0.5 O Z co II 11 N N cr O N- O) O) O O O LC) C) O CO O p 00 LC) L N O > O N 0 E N Z To EO Z Page 209 of 216 R O F O U W W Candidate Precinct 123 (Ballots Cast: 642) O O 0 O CO C) r V O C) N LC) 0 N C) C) CV O 0 N N N 0 0 0 0 LO I.-- C (fl N O C) N C) C r r T -- LO LC) CO CO 0 0 O 0 CO LC) LC) C) C) CA C. co O N LC) N V CO LO ((0 � 0 r O O O O C) CA 0 () V N O N (`7f') ci 7f C 7 N r C oo C (0 .0 U c = N UD COO Z J U O T R O O O r 0 C) V O a? CO O Cb co 0 V Lli r- 0 0 0 0 0 0 I.-- O C) r O co 0) 0 C) Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 O CO O CO CO N 1- C) I- N LL') CO CO 0) O LN N N OR OR OR 8R 8R OR CI CT) C) () CO L(( NCV O LC) N r N LC) N N N CO CO CD r () r ) V N O N- 0 0 0 O( OR O 0 CO C) CO LC) C) O N CA N- 0) C) N I� V V V 0 N C) () 0 r- CO V (0 N 0 0 0 0 o O L COL L N C) O N O N V V LC) V 0) V O O O 0 O CO N O N LC) V V 0 (N O 00)) 0 0 0 CD O O O) O O V LC) O () C) CO O NCO LC) V 0 N- V (0 Cast Votes: Over Votes: Under Votes: 0 0 0 0 0 0 N- C0 N— N CT) CO CO N O N- (0 Oco co N N V () r CO V LC) 0) C) LC) ( O O 0 O O COO LCLO CCO O LL V LC) N N co co co co co N- LC) N CD 0 0 0 OR 0 0 V r N C) N CA O CO r N 0) N O r N N N LC) CO V CD N- C) N N C) 0 0 0 O O O C) 0 C) O 0 r (0 r O (0 CO C) O (0 (0 (0 (0 N N N N- (0 Cb N L() N CC, Vote For 1 U N 0 T tr yC N N 1 N CO N U C N yY > O (/) T> T N C0 N >= O .E c c N O co (0 -O E E H00,Li U 0 0 0 OO O co 0 CO C) O CO V 0 CO LOO 0 O 0 r 0 CD N O O (A CO O CI 0 0 LC) C) O O CO co Cast Votes: Over Votes: Under Votes: O O CA Cb N V LC) 0 Cn N C) O O I.-- C) C) CO O O co CD ( 0 O I.-- 0 LL) V LC) 0) 0) O O CO CV 02 CO V LO L N 0 U U 0 N c 0 0 U_ d O Ln N ToC co r OO ( 00 O O O O 4i N- 0 LC) LC) O 00 0 CI LO 0 V71- O O O) 0) N C) 0 N r 0 CO CO0,1 CO 0 0 O CV CO 0 (00 (n0 O N 0) 0 0) N Cast Votes: Over Votes: Under Votes: OR OR O O O LO LC) (N N N C 0 71- ( r N N co CD O M O O I.-- C) N I. -- LO LC) V CC, Vote For 1 0 O 0 CO = 0)) O r N C) (O 0 U N CO V r r 0 0 d e N 0 0. e r R Q R U v R c O R N_ R 0 d (n Cn N LJ -8 LQ 0 N 0 G O O O O LO N 0 N- O O O co co 0 0) LC) (0 O 0 0 CO 0)) O O O O O) N O N N N N 0 CO C) O 0 0 CO 0 CO ((0 (n0 O N CA 0 CA N Cast Votes: Over Votes: Under Votes: co O 11/05/2014 0) C O Q N 0 0 C O N 0_ Page 210 of 216 R O F O .0 W W Candidate Precinct 123 (Ballots Cast: 642) O O O O O CV CO LL) V 00 0 00 N — O O 6) L( V O) 71- V LINT 0 O CO N CV � CV 0 0 0 0 0 0 0 CO O N O N rn N 0 0 N N O 0 0 0 0 co - C07 0 (O O O O O LL) 71- I's- I� N O) 0 O CO C O 0 00 0 , COo 0C co L() 71 - CO (O N CO 0 0 N 0 LL 0 0 U U L 0 O U_ 0 J a U O N R (n M cm Li Q O O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n O C O N 0_ O N O • d v E o • d c o O Z O • 0 Q t CD C.) • CD m W N 0 C) N CD m 0 aO N N �L Q) U E Cn Ci Q O L ✓ I • A U 0 U N o co C) N CO CD LO 05 O N z (� II 11 N N CO O co O r 0 O O p 10 co O CO N (D - C6 Cp LC) • iii N O i O N • 0 E N Z To EO Z z R O F O U W Candidate Precinct 124 (Ballots Cast: 915) ( r O O ( O r O O N CO C) O C) LL') ✓ N LO O r V r - O N V - N V 0 0 0 0 ✓ Lli O 0 CO V N V O O r (p - N L() O) N O) 0 ✓ CO LO N 0 0 0 0 LO O O 0 - N V C) O V O - N L() CD CSI CSI LO r C) N r N ( 0 0 ( CON0 V O O L() C) r N O 0) ( O r O T R O O O N 0 CO O CO O O C) CO CO 0 N- CO O 0 0 C) 0 CO O O C) O O O 0 0 (N0 C) CD N 0 CSI L() o o 0 O 0 O O O O N Cast Votes: Over Votes: Under Votes: CC, Vote For 3 O 0 0 0( 0 N CO0 r O CD N r C) O V O N N r r N LO O O) O) 0 - 0) CO CO V 0) CO N C) O ( 0 ( 0 0 C N 0 N V 00 1� O V L() CO O C) O) O r N O N r r r N O O) V O CO 0 CO 0 O) O CV V O 0 0 0 0 0 LNco r CO O r N C) N N O O N N r N 71- O - On O) CD O V O 0 0 0 0 0 LL') CO CO 0 r 71 - CT). O r CO (NLO ✓ O V N r CO N N r CO CO V 0 O 1� N O O O O 0 O O) O O 71- o O O L() co co F4 --R 0 0 CO. O (00 O CO LL) V co r-- O LL) O 0 0 N 0 LO N O r V L() N CO CU O Cast Votes: Over Votes: Under Votes: 0 O O O N O O 0 0 O O CC, Vote For 1 OO O 0 00 0 lI,- tri O O 0 O) 0 0 0 0 0 O O ✓ O O L( V O O 1_ (-A O o 0 N N O 0 0 O 0 LO C) O O L() V LO 0 0 Cast Votes: Over Votes: Under Votes: ( O co (00 CO CO CO LO N • 0 O CO O O LO V 0) CO O 0 co ✓ N O CO 71- 0)) V N r O 0 CVC-- N 1"-- r-: r N O CO O O O 1� 0 CO N O N- O O O 0) O 0 O) O W O 0 0 LN 0 00 O) O O O co O 0 C) O 0 0 CV CD 0 0 ✓ O L() O LO O O Cast Votes: Over Votes: Under Votes: O O 0 O C) O O CO N 00) LL) N O 0 O V O O CO 0 N N O 0 CO C) CO O L() O C) O LLO N r CC, Vote For 1 O O (N0 0 O O O O 0 0 0 N. O CO CO O r CO O 0 CO 0 N O O. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q 0 O C O N 0 L v a oma, U 0 U N o d o C) N CO w Lo � O N Z (� II 11 N N (� O crj- 0- N- o) O) . O O O 10 co o co 0 j LC) (n N ,(12 > > 'C O � 0 E N Z �o E o Z Page 212 of 216 R O F O .0 w w Candidate Precinct 124 (Ballots Cast: 915) O O OO O LO N CO O cU cd L() V co N M 0 Np V (`O') O L L 0 0 0 C V O (D O O c0 O v in co CD CD N0 CO 0 0 0 0 0 C'sl CO LL) V N0 1, - LL) V 0) O O O M CO CO O CO 0 r 7 N L() 0 LL 0 0 0 0 L 0 O U_ 0 J 0 0 O N R (0 M N Li Q O Q O ` Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q O C O N 0_ L v A U O U N o d o w LO 05 N Z (� II 11 N N (� Cj- N N- o) o O O p 10 co O co (D - O6 O L() Ln iii N O i O N 0 E N Z To EO Z Page 213 of 216 R O F O U W rcs W Candidate Precinct 125 (Ballots Cast: 1,748) O O ( O L 6) r LC) LC) V V V 6) V N LC) V (0 CO 00 N 71- O 0 0 0 0 O N CO 0 x- 71: V N LC) T-- CO 6) 6) 6) N N 0 0 L 0 6) I. --L 6) 0 LC) O I.-- 0 0 N O C) CO 0 (0 C) N V 0 0 0 0 CO 71- CO CO N V r 6) N 71- C.0 (0 CO N 71- c C n C 7 c r C 0(1) CO (� o d 2 m 2 c _ = N U 0 co Z J U O T R ( ( O co r CO O O N- O Lli 00 0 (O0 71- T-- r O N r O N O N O 0) r O 0 O Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 0 Cs1 r 0 CO CO V V I� V N V V (0 V LC) 0 0)) n V NCO (0 (0 V N 0 0 0 0 0 0 T-- r N N N CO CO V 71 - CN! N C) N (0 V N N N V (0 (O LL) 6) 6) T-- 0) 6) 6) V N N N 0 0 0 0 0 0 (O C) LL) LC) N CO CO. CO O CO O Lf) V N C) (0 CO CO CO C) 0) (O 0 CO CO (0 6) C) V N C) 0 0 0 0 0 0 co.N N c0 LL) O 6) V N W N N LC) C) V V CO CO CO N 71 - O O( 0 O O O LC) LL) V o co WO N C) N 0 0 0 T-- 0 CO O N 0 O 06 lC) 0) N O (N 0 0 0 CO LL) 0 0 CO (0 V Cast Votes: Over Votes: Under Votes: 0 O O 0) O O O O 0 cooo O O O O O LN 0 0 O 6) CC, Vote For 1 OO O LL co O V LV O CO 0 0 L 00 0 ( 0 -co N O Lf) 71- 0 co 0 0 0 LN 0 0 0 0 O LCD V 0 LN Cast Votes: Over Votes: Under Votes: ( O CO 00 (0 O C) O LCD 0 0 CO CO C) (0 (O CO N V V (N L L (O CO co C) (0 CO CD 00 LC) (N o o O O O O C) T -- CD (O N (NO O N O CO N O r O N 0 (O O 0 0 0 O 0 CO N O r O) LCD 0 O 0 00 0 0 6 od co 0) O Cast Votes: Over Votes: Under Votes: ( O r CO CO O N 6) CNI 0 0 N O 6) T-- N LI) CD 0 0 oo6) O (0 C) CO CD LC) N CC, Vote For 1 O O O 0 CO N O N- O o o 0 O 00 0 N O N- O) O CD 0) 0 'O o ( 0 0 0 2 V (� O o C n N N O O 0 U N r o 0 0 V CO N 6) N 0 d E N 0 0. E r .) O. R U 0 R c O R N_ R 0 T Vas 0) N N6 'Fri Z Li Q 0 N O O. Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q (n O C O N 0_ Page 214 of 216 R O F 0 U W ccs W Candidate Precinct 125 (Ballots Cast: 1,748) O O O O C 1� L( O O CO N0 I� Ct C'C':)) O O N (O C O) LO CNI LO LO ON LO LO O CO - O 0 0 0 0 O 0 ON O co O O)O N c0 co o) CO m (00 m CO N (O O 00 0 0 CO. O (O O 0 CO co N N O co co O) O N- r 0 CO (N (') W O 0 0 0 0 CO 71- CD 0 CD CD 0 V (O CO CO N- CO 0 (O N CO Cast Votes: Over Votes: Under Votes: co O 11/05/2014 a) C O Q U C U N 0_ L v • A U O U N o d o ✓ N () w LID 05 O N Z CO II 11 N N (� O co - CT N- o) o O O 0 10 () O OD • 0 L() N O i O N • 0 E N Z N � To EZ Page 215 of 216 R O F O U W W N .0 Candidate Precinct 127 (Ballots Cast: 468) O O ( O ✓ N V Cn O V O O V N N - co LL) CO V (`O) 0 CO N O 0 O co CO 1' O) N O r O N - C) LC) O CO O V o o 0 0 O O 0 0 O O O O O N (O N - C LL) O V CV V N (0 o o 0 0 O O O O O O O O ✓ V V V N 0 C • 7 N r C oo C (0 (� • c s = N UD COZJ U O T R O O O I.-- 0 C) CT) O O C O CO O r C) 0 L() C) 0 0 0 C) 0 r C)O (O V O 0) c com O co 0 0 C) O C 0 O O CO Cast Votes: Over Votes: Under Votes: CC, Vote For 3 0 0 0 0 0 0 CO 0 0 0 CO CO r C) 0 CO • 0) V V O C) N N C N V CO V C 71 - CD Cfl Cn 0 CO CO N N O 0 0 0 0 0 co co O co r CT) N C) O CO CO CO O C) (n 0) C) N N co C) V V V 71- 1"-- 1� CO LL) N O 0 0 0 0 0 LL) CO 0 N 0 N r C) C) O N N N co 00 0 L() CV V 0 O 0 0 0 0 0 N CO r CO N 0 N r CO 0 N r CO L() N O N N N 0) CO LL) 0 O O O 1� 0 C) I,- O N C) O (O Lf) 0 0 Cn LO 0 0 0 O0co 0 O Lf O L() O O co O N T-- 0 N CO CO CO 0 CD Cast Votes: Over Votes: Under Votes: 0 O O O O O O 0 O O CC, Vote For 1 O O O O O O O O O 0 71 - CI C C) N O 0 0 O 0 O O C) L() ON CO 0 LL) O 0 0 CV N 0 CO N O N N r- Cast Votes: Over Votes: Under Votes: • 0) CO CD CO CO LON O 0 O 0 LO LO N CO (O CO LO T -- 8R 0 0 LO() V ✓ N (O CO CO • 1"-- 8R 0 c r 0) V r O O OO C) 0 (00 N O r O) N 0 CD () C) O 0 0 O O N O r 0 Cn 0 V N 0 0 CV 00 N 0 N O N r N CI O L() Cast Votes: Over Votes: Under Votes: O C CO O N CO CO o o O o O (35 CD CO O 0 LLO V ✓ 0) CD C) ✓ CO CC, Vote For 1 OO O O 0 0 N O N- 0 0 0 N • 0 N. rn O06 0.9 O O) 0 0 0 CV 00 : 0 0 ✓ O 0) O) 'Oo L(( 0 0 OCO - N0 CO r(') (O N O r Lf V r N O 0 Nr 0 () 0 0) 0 a d E N 0 0. 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OO LO 10 .. to (W a) O i i v- O Q E Z To E o H Z 0 O F O 0 W Candidate cil Member, Single Member District 3 CC, Vote For 1 O U O ( O OOO O O O O O O O O O O O O O O ( O ( O O CO 0 O N C 0 CO 0 I"- 0 CO 0 0 O 0 CV C 0 CO O O N • r O N O CO O O O O CO CO CO CO O N O r N LO N 0) O. [7- N. 0 L) V 0 CO O 0 CO O 0 V V ,— 0 V LC) 0 0 CO CO 0 O) 0 0 0 N CO CO 0 (O N N CO V N V CO N 0 V L() L() (O 0 L() L() r r CO 71- •I' V r N V O N CO N N N 0) N,— CO V 0,— (O V ,— (O CO- CO- CO- r r L() 0) I� (.O V co- CO (O V N ,— V N ,— V 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0(O N O N 0) CO N O CO 0 r 0 CO 0 0 N 0 CO LO CO 0 CA CO CO N O O CA O O O CO O CO O O CO O L() V L() O 71- 1.6 L() O O O (O V O LL') O V 0) N O O O I� N CO r N r N 0 LO V (O CO 0) CO CO CA L() CO 0 LL) V CO r 0 L() CO CO 0 V CO r 0 CO O 0 0 LC) I.-- CO L() LC) CO 0 CO CO L() L() CO N 0 r CO 'Cr CO C) 0 (O CO (O O N N V 0 0 LC) N N 'Cr O 0 'Cr V 0 N C) V CO- CO- N N I� 0) 1- Cr) N 0 CO CO CON (O N O 4 0 T Y 000 J O CMO 0 CO 1� 0 N COLC) Cs1 r- (n Cast Votes: 00 O O > > 0 0 o Council Member, Single Member District 4 CC, Vote For 1 CO 71- CO (0 V Colleen McIntyre Joe Vollmer CO 0 0 O O 0 0 0 0) CO Cast Votes: 00 O O > > 0 0 o Council Member, Single Member District 5 CC, Vote For 1 O O O O C) 472 100.00% Rudy Garza, Jr. 0 0 CO LV CO CO- N 00 0 cs.06 CO O O tri(0 r O co V (0 Cast Votes: 00 O O > > 0 0 0c Proposition No. 1 Street Projects (Continued) CC, Vote For 1 0 0 O O 0 O I.-- CO O C) CO 0 0 co 0) (0 COO O C) 71- () O 0 .0 LL O N L() 00) LC N NV C) (0 Cast Votes: 00 0 0 > > 0 o 0 0 COLO CCO O71- CO CO71-C) 0) ( 0 CO CO cri ((00 CO 71- O N 0 0 L0 Q 0) O 71 - co (0csi N N O N 00) Cast Votes: 00 O O > > 0 0 0c 11/05/2014 10:17 AM I I LOO 118 of 118=100.00°i 0) 0) c c O O 0_ 0- (1) (1) • .)N w c c C C O O O O- U (0 O N • O . C.) d 46 E O • d O o Q O a) LTJ 4 g • i+ O g • fC � r a U � ▪ co • E U d cn o • Z 0. 15 O LC) CO O CO O CO- LO 10 .. vi (2 4) a) O O i i — O • 0 E Z To E O H Z O F O G) W Candidate 0 O O O O co — V O if (0 C d O 0) Lf) V 0) Lr) N 1--- CO 0) CO CO- O Lr) V N ,- 71- 0 0 0 0 0 O O O O CO N (0 O CO 1: N O W Lr) V O In 'Cr O 0 V 0 V V O O N N N ( 0 0 0 0 O LO 0)) O� tri co () co - N ( ) Lr) V 71- 71- N CO N Cast Votes: 0 0 >v o ATTACHMENT B SPECIAL ELECTION PROPOSITIONS PROPOSITION 1 "Shall the City Council of the City of Corpus Christi, Texas be authorized, in accordance with applicable law, to issue and sell one or more series of general obligation bonds of the City, in the aggregate principal amount of not more than $55,000,000, with such series or issues of bonds, respectively, to mature serially or otherwise within not to exceed forty years from their date and to be sold at such prices and bear interest at such rates (whether fixed, floating, variable, or otherwise, but in no case at a rate that exceeds the maximum rate per annum authorized by applicable law at the time of any such issuance), as shall all be determined within the discretion of the City Council, for the purpose of making permanent public improvements or for other public purposes, to wit: designing, constructing, renovating, improving, constructing, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, acquiring lands and rights-of-way necessary thereto or incidental therewith (but specifically excluding related City utility costs, which are the responsibility of the City's utility system), with priority given to the following street projects: - North Alameda Street, generally from Kinney to Lipan - Gollihar Road, generally from Staples Street to Weber Road - Gollihar Road, generally from Weber Road to Carroll Lane - Gollihar Road, generally from Carroll Lane to Kostoryz Road - Morgan Avenue, generally from Ocean Drive to Staples Street - Corona Drive, generally from Tiger Lane to Everhart Road - Ayers Street, generally from Ocean Drive to Alameda Street - Yorktown Boulevard, generally from Lake Travis Drive to Everhart Road - Staples Street, generally from Alameda Street to Morgan Avenue - Southern Minerals Road, generally from Up River Road to IH -37 Access Road - Yorktown Boulevard, generally from Everhart Road to Staples Street - Carroll Lane, generally from Houston Street to McArdle Road - Old Robstown Road, generally from State Hwy 44 to Leopard Street Page 11 of 14 - Waldron Road, generally from Glenoak Road to Caribbean Road - Santa Fe Street, generally from Elizabeth Street to Hancock Avenue - ADA Master Plan Improvements and in providing for the above public improvements, the City Council shall have the option to (i) utilize other funds available for such purposes and (ii) abandon such indicated public improvements that are reliant, in part, on external sources of funding that (for whatever reason) do not materialize or because unforeseen changes in fact or circumstance make the anticipated expenditure no longer wise or necessary (as determined by the City Council), and after making due provision for the improvements listed above or determining that the public improvement project will not proceed for a reason heretofore described, the City Council may, in its discretion, use any excess funds for constructing, reconstructing, restructuring, and extending other streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, acquiring lands and rights-of-way necessary thereto or incidental therewith (but specifically excluding related City utility costs, which are the responsibility of the City's utility system); and shall the City Council be authorized to levy and pledge, and cause to be assessed and collected, within the limitations prescribed by law, annual ad valorem taxes on all taxable property in the City sufficient to pay the annual interest and sinking fund to pay the bonds at maturity and to pay the costs of any credit agreements executed in connection with the bonds? PROPOSITION 2 "Shall the City Council of the City of Corpus Christi, Texas be authorized, in accordance with applicable law, to issue and sell one or more series of general obligation bonds of the City, in the aggregate principal amount of not more than $44,495,000, with such series or issues of bonds, respectively, to mature serially or otherwise within not to exceed forty years from their date and to be sold at such prices and bear interest at such rates (whether fixed, floating, variable, or otherwise, but in no case at a rate that exceeds the maximum rate per annum authorized by applicable law at the time of any such issuance), as shall all be determined within the discretion of the City Council, for the purpose of making permanent public improvements or for other public purposes, to wit: designing, constructing, renovating, improving, constructing, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, equipment storage facilities, acquiring lands and rights-of-way necessary thereto or incidental therewith (but specifically excluding related City utility costs, which are the responsibility of the City's utility system), with priority given to the following street projects: - Ayers Street (Pedestrian Improvements and Turn Lane Addition), generally from South Padre Island Drive to Gollihar Road - Chaparral Street (Phase 2 Downtown Development Master Plan), generally from Page 12 of 14 Schatzel Street to Taylor Street - Texas Department of Transportation Participation Projects - City-wide Traffic Signals and Lighting Improvements - Rodd Field Road Expansion, generally from Saratoga Boulevard to Yorktown Boulevard - Downtown Street Traffic Signal and Area Improvements - Ennis Joslin Road Extension, generally from Holly Road to Williams Drive - Flato Road, generally from Agnes Street to Bates Road - Harbor Bridge Replacement Mitigation and Support Projects (Phase 1) - North Padre Island Beach Access Roads (3A and 2) - North Padre Island Beach Facility in the vicinity of Sea Pines Drive/Coral Vine Street/Access Road 6 (off Park Road 22) - Downtown Road and Streetscape Improvements - Creek View Drive Extension and in providing for the above public improvements, the City Council shall have the option to (i) utilize other funds available for such purposes and (ii) abandon such indicated public improvements that are reliant, in part, on external sources of funding that (for whatever reason) do not materialize or because unforeseen changes in fact or circumstance make the anticipated expenditure no longer wise or necessary (as determined by the City Council), and after making due provision for the improvements listed above or determining that the public improvement project will not proceed for a reason heretofore described, the City Council may, in its discretion, use any excess funds for constructing, reconstructing, restructuring, and extending other streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, equipment storage facilities, acquiring lands and rights-of-way necessary thereto or incidental therewith, including (and with priority given to) ADA street improvements, residential traffic management program improvements, and street curb and gutter improvements (but specifically excluding related City utility costs, which are the responsibility of the City's utility system); and shall the City Council be authorized to levy and pledge, and cause to be assessed and collected, within the limitations prescribed by law, annual ad valorem taxes on all taxable property in the City sufficient to pay the annual interest and sinking fund to pay the bonds at maturity and to pay the costs of any credit agreements executed in connection with the bonds? Page 13 of 14 PROPOSITION 3 "Shall the City Council of the City of Corpus Christi, Texas be authorized, in accordance with Chapter 253, as amended, Texas Local Government Code, to sell certain City land, heretofore acquired and now owned, held, and claimed as municipal parks, such land being the parcels hereafter identified: - San Carlos Park, 12650 Figueroa St. (2.00 ac.) - Violet Park, 4301 Violet (1.55 ac.) - Willow Park, 11418 Willowood Creek (0.93 ac.) - Cabra Park, 1323 W. Broadway (1.36 ac.) - Fountain Park, 4938 Moody (1.62 ac.) - Kosar Park, Kosar @ Staples Street (0.28 ac.) - Breakwater Park, 2800 N. Shoreline (0.15 ac.) - Acushnet Park, 6746 Aaron (9.96 ac.) - Congress Park, 4017 Capitol (1.96 ac.) - Creekway Park, 7306 Prairie (0.89 ac.) - Durant Park, 6113 Durant (2.70 ac.) - Mt. Vernon Park, 5151 McArdle (7.25 ac.) - Parklane Park, 4600 Arlene (1.95 ac.) - Peary Park, 1750 Paul Jones @ Decatur (1.00 ac.) - Penn Place Park, 4302 Aaron (1.67 ac.) - Ridgewood Park, 5730 Malden (5.04 ac.) - Caribbean Park, 601 Mediterranean (1.00 ac.) The proceeds from the sale of these parks will be used to acquire and improve existing City parks in accordance with the Parks and Recreation Master Plan. Page 14 of 14 AGENDA MEMORANDUM Ordinance for the City Council Meeting of November 18, 2014 DATE: TO: November 4, 2014 Ronald L. Olson, City Manager FROM: Rebecca Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Ordering of December 16 Runoff Election for Districts One and Two CAPTION: Ordinance ordering a runoff election to be held on December 16, 2014 in the City of Corpus Christi for the election of Council Member Districts One and Two; designating polling place locations, enacting provisions incident and relating to the subject and purpose of this ordinance; and declaring an emergency. PURPOSE: The purpose of this ordinance is to order a runoff election for City Council Districts One and Two. BACKGROUND AND FINDINGS: A general election was held on November 4, 2014 to elect a mayor and eight Council members. Since no City Council candidate from District One or District Two received a majority of votes, the City Charter requires a runoff election to determine the winner. The runoff election is scheduled on December 16, 2014. The two candidates receiving the highest and second highest number of votes in each district will vie for election. ALTERNATIVES: None. OTHER CONSIDERATIONS: Per the City Charter, all council members shall take office at the first council meeting after the votes are canvassed from the regular election; provided, however, that in the event a run-off election is required, all council members shall take office at the first council meeting after the votes are canvassed from the runoff election. CONFORMITY TO CITY POLICY: This item conforms to the Texas Election Code and City Charter. EMERGENCY / NON -EMERGENCY: Due to statutory requirements, the ordinance must be passed on a single (Le. emergency) reading. DEPARTMENTAL CLEARANCES: Legal Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital RI Not applicable Fiscal Year: 2013-2014 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: The runoff election was budgeted in the FY 2015 budget. RECOMMENDATION: Approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance An Ordinance Ordering a runoff election to be held on December 16, 2014 in the City of Corpus Christi for the election of Council Member Districts One and Two; designating polling place locations, enacting provisions incident and relating to the subject and purpose of this ordinance; and declaring an emergency. WHEREAS, the official canvass of said election reveals that none of the candidates for the office of Council Member Districts One or Two received the number of votes required for election; and WHEREAS, the runoff election has been scheduled for December 16, 2014. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. A runoff election for the offices of Council Member Districts One and Two in the City of Corpus Christi shall be held December 16, 2014, with the names of the following candidates for the respective offices as follows: Council Member, District One: Kelley Allen Carolyn Vaughn Council Member, District Two: Brian Rosas Joshua Tijerina SECTION 2. That at said election herein ordered, all the District One and Two qualified voters of the City of Corpus Christi eligible to vote in the runoff election shall be permitted to vote. SECTION 3. The names of candidates for said office shall be placed on said ballot in the manner and form prescribed by law. SECTION 4. The eSlate direct recording equipment shall be used at the election in accordance with Texas Election Code and the Election shall be held at the polling places in the regularly prescribed precincts of the City of Corpus Christi, as set forth on Attachment A hereto incorporated by reference and made part of this ordinance. The election shall be held in accordance with the election laws of the State of Texas. The polls shall be open from 7:00 am to 7:00 p.m. on the day of the Election. SECTION 5. The City Secretary shall conduct the Election as directed by ordinance of the City Council and by law. SECTION 6. Early voting in person at each of the temporary branch polling places shall be conducted from 8:00 a.m. to 6:00 p.m. on December 1, 2014 through December 5, 2014, and December 8, 2014 through December 12, 2014. The temporary branch polling places are set forth in Attachment B. Such early voting in person will also be conducted at the main early voting polling place located at City Hall, First Floor, 1201 Leopard at the following dates and times: December 1 December 2 December 3 - December 5 December 8 - December 10 December 11 December 12 8:00 a.m. - 6:00 p.m. 7:00 a.m. - 7:00 p.m. 8:00 a.m. - 6:00 p.m. 8:00 a.m. - 6:00 p.m. 7:00 a.m. - 7:00 p.m. 8:00 a.m. - 6:00 p.m. In addition, early voting in person may be conducted at the mobile temporary branch polling places set forth in Attachment C, and then incorporated by reference and made a part of this Ordinance, during the days and hours specified herein. The City Secretary is authorized, in the event of an emergency, preventing any of the designated polling places from being utilized, to provide for suitable replacement locations. The branch polling places, for their respective districts, and the main early voting polling place shall serve all election precincts in Districts One and Two. SECTION 7. The City Secretary is directed to post and publish such election notices as are required by the Election Laws of the State of Texas. The City Secretary is further appointed as the authority and officer responsible for the conduct of said election and is hereby authorized and directed to make all necessary arrangements for the holding of said election in accordance with and subject to the laws of this State including but not limited to coordinating the election process, tabulation equipment, and supplies in accordance with the joint election agreement to be executed with Nueces County. The City Secretary is authorized to approve all lawful changes and additions to the procedures provided herein in order to implement such agreement, including, but not limited to provisions for substations and mobile voting sites. SECTION 8. By approving and signing this ordinance, the Mayor officially confirms as her action all matters recited in this ordinance which by law come within his jurisdiction. SECTION 9. 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, work, 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 10. The fact that it is necessary and essential that the governing body of the City of Corpus Christi order election pertaining to municipal affairs, that the notice of such election should be promptly posted and publish, that a City Runoff election shall be held on December 16, 2014, and immediate action is necessary for the efficient and effective administration of the city's affairs, creates a public emergency and an imperative public necessity requiring the suspension of the Charter rule that no ordinance shall be passed finally on the date of its introduction but that such ordinances shall be read on emergency reading, and the Mayor or five Council Members, copy attached, having Charter rule and that this ordinance be passed finally on the date of its introduction and take effect and be in full force and effect from and after its passage, the Council hereby finds that such emergency and necessity do exists, and IT IS ACCORDINGLY SO ORDAINED, this the 18th day of November, 2014. 18th Day of November, 2014 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Nelda Martinez Mayor Council Members The above ordinance was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott ATTEST: The City of Corpus Christi Rebecca Huerta City Secretary Nelda Martinez Mayor Approved: 18th day of November, 2014 1 Election Day Polling Locations for the December 16, 2014 Runoff Election Election Day Hours: 7:OOam - 7:OOpm (Sitios de votacion para la eleccion decisiva de 16 de diciembre 2014) First Presbyterian Church (Scout Hut) 430 S. Carancahua St. Corpus Christi, TX 78401 ATTACHMENT A l%1 h1 W * *1%3 DISTRICT 1 5 Hamlin Middle School (Cafeteria) 3900 Hamlin Dr. Corpus Christi, TX 78411 7 Oak Park Recreation Center 842 Erwin Ave. Corpus Christi, TX 78408 9 Calallen Middle School (Maintenance Office) 4602 Cornett Rd. Corpus Christi, TX 78410 21 Kiwanis Recreation Center 3933 Timon Blvd. Corpus Christi, TX 78404 23 River Hills Baptist Church 16318 FM 624 Robstown, TX 78380 DISTRICT 2 DISTRICT 1 DISTRICT 1 DISTRICT 1 DISTRICT 1 30 Oveal Williams Senior Center 1414 Martin Luther King Dr. Corpus Christi, TX 78401 31 Fire Station # 3 1401 Morgan Ave. Corpus Christi, TX 78404 Inclusive Precincts: 31, 39 [Housed In: 39] 33 George Evans Elementary School (Music Rm.) 1315 Comanche St. Corpus Christi, TX 78401 38 Brooks A.M.E. Worship Center 2101 N. Port Ave. Corpus Christi, TX 78401 DISTRICT 1 DISTRICT 2 DISTRICT 1 DISTRICT 1 39 Fire Station # 3 1401 Morgan Ave. Corpus Christi, TX 78404 Inclusive Precincts: 31, 39 [Housed In: 39] 41 Bonilla Plaza 2727 Morgan Ave. Corpus Christi, TX 78405 43 Wm. Travis Elementary School (Music/Art Rm.) 3210 Churchill Dr. Corpus Christi, TX 78415 44 Zavala Senior Center 510 Osage St. Corpus Christi, TX 78405 DISTRICT 2 DISTRICT 1 DISTRICT 2 DISTRICT 1 45 George Wiggins Homes (Recreation Center) 2320 Buford St. Corpus Christi, TX 78405 DISTRICT 1 46 Antonio Garcia Arts & Education Center 2021 Agnes St. Corpus Christi, TX 78405 47 Ben Garza Gym 1815 Howard St. Corpus Christi, TX 78408 48 Korean Presbyterian Church 4326 McArdle Rd. Corpus Christi, TX 78411 49 Scott Vetters Scout Hut 3221 McKinzie Rd. Corpus Christi, TX 78410 50 Lindale Senior Center 3135 Swantner Dr. Corpus Christi, TX 78404 Inclusive Precincts: 50, 68 [Housed In: 50] 51 Weldon Gibson Elementary School (Cafeteria) 5723 Hampshire Rd. Corpus Christi, TX 78408 DISTRICT 1 DISTRICT 1 DISTRICT 2 DISTRICT 1 DISTRICT 2 DISTRICT 1 11/13/2014 Prepared by Office of the City Secretary - City of Corpus Christi Page 1 of 3 52 Oak Park Elementary School (Main Entrance Area) 3801 Leopard St. Corpus Christi, TX 78408 Inclusive Precincts: 52, 99 [Housed In: 99] 53 Sam Houston Elementary School (Art/Music Rm.) 363 Norton St. Corpus Christi, TX 78415 Inclusive Precincts: 53, 96 [Housed In: 53] 56 La Armada Recreation Center 1455 Southgate Dr. Corpus Christi, TX 78415 57 Del Mar College (Admin. Bldg.) 101 Baldwin Blvd. Corpus Christi, TX 78404 DISTRICT 1 DISTRICT 2 DISTRICT 2 DISTRICT 2 58 Menger Elementary School (Main Entrance Area) 2401 S. Alameda St. Corpus Christi, TX 78404 59 Incarnate Word Academy (Lobby) 2910 S. Alameda St. Corpus Christi, TX 78404 Inclusive Precincts: 59, 86 [Housed In: 59] 61 Shaw Elementary School (Main Entrance Area) 2920 Soledad St. Corpus Christi, TX 78405 62 Metro E (Portables, P 24) 1707 Ayers St. Corpus Christi, TX 78404 66 Fire Station #7 3722 S. Staples St. Corpus Christi, TX 78411 68 Lindale Senior Center 3135 Swantner Dr. Corpus Christi, TX 78404 Inclusive Precincts: 50, 68 [Housed In: 50] 69 Baker Middle School (Room 45/Music Rm.) 3445 Pecan St. Corpus Christi, TX 78411 DISTRICT 2 DISTRICT 2 DISTRICT 2 DISTRICT 2 DISTRICT 2 DISTRICT 2 DISTRICT 2 72 Gloria Hicks Elementary School DISTRICT 2 (Library) 3602 McArdle Rd. Corpus Christi, TX 78415 73 James W. Fannin Elementary School DISTRICT 2 (Cafeteria) 2730 Gollihar Rd. Corpus Christi, TX 78415 Inclusive Precincts: 73, 97 [Housed In: 73] 75 David Crockett Elementary School DISTRICT 2 (Art & Music Rm.) 2625 Belton St. Corpus Christi, TX 78405 76 Pete Roel Enterprise 501 S. Port Ave. Corpus Christi, TX 78405 77 Harold T. Branch Academy for Career & Technical Education (Right Hallway) 3902 Morgan Ave. Corpus Christi, TX 78405 [Housed In: 60] 79 Driscoll Middle School (Main Entrance Area) 3501 Kenwood Dr. Corpus Christi, TX 78408 82 Fire Station # 9 501 Navigation Blvd. Corpus Christi, TX 78408 83 H.E.B. Tennis Center 1520 Shely St. Corpus Christi, TX 78404 84 Corpus Christi Area Council for the Deaf & Hard of Hearing 5151 McArdle Rd. Corpus Christi, TX 78411 85 T.G. Allen Elementary School (Main Entrance Area) 1414 18th St. Corpus Christi, TX 78404 86 Incarnate Word Academy (Lobby) 2910 S. Alameda St. Corpus Christi, TX 78404 Inclusive Precincts: 59, 86 [Housed In: 59] 87 Mary Helen Berlanga Elementary School (Music Rm.) 4120 Carroll Ln. Corpus Christi, TX 78415 DISTRICT 1 DISTRICT 2 DISTRICT 1 DISTRICT 1 DISTRICT 2 DISTRICT 2 DISTRICT 2 DISTRICT 2 DISTRICT 2 11/13/2014 Prepared by Office of the City Secretary - City of Corpus Christi Page 2 of 3 89 Corpus Christi Worship Centre 5732 Kimbrough Dr. Corpus Christi, TX 78412 DISTRICT 2 123 Annaville Elementary School (Cafeteria) 3901 Cliff Crenshaw Dr. Corpus Christi, TX 78410 94 Wm. Calk Elementary School (Fine Arts Rm) 4621 Marie St. Corpus Christi, TX 78411 DISTRICT 2 96 Sam Houston Elementary School DISTRICT 2 (Art/Music Rm.) 363 Norton St. Corpus Christi, TX 78415 Inclusive Precincts: 53, 96 [Housed In: 53] 97 James W. Fannin Elementary School DISTRICT 2 (Cafeteria) 2730 Gollihar Rd. Corpus Christi, TX 78415 Inclusive Precincts: 73, 97 [Housed In: 73] 99 Oak Park Elementary School (Main Entrance Area) 3801 Leopard St. Corpus Christi, TX 78408 Inclusive Precincts: 52, 99 (Housed In: 99] 100 Fire Station #12 2120 Rand Morgan Rd. Corpus Christi, TX 78410 101 Tuloso-Midway ISD High School (Science Rm 101) 2653 McKinzie Rd. Corpus Christi, TX 78410 103 Tuloso-Midway Middle School (Main Lobby) 9768 LaBranch St. Corpus Christi, TX 78410 107 Star Annex (aka Magee Elementary School) 4201 Calallen Dr. Corpus Christi, TX 78410 109 King High School (Main Entrance Area) 5225 Gollihar Rd. Corpus Christi, TX 78412 110 Hilltop Community Center 11425 Leopard St. Corpus Christi, TX 78410 111 LULAC West Apartments (Community Room) 10702 IH 37 Corpus Christi, TX 78410 DISTRICT 1 DISTRICT 1 DISTRICT 1 DISTRICT 1 DISTRICT 1 DISTRICT 2 DISTRICT 1 DISTRICT 1 DISTRICT 1 11/13/2014 Prepared by Office of the City Secretary - City of Corpus Christi Page 3 of 3 ATTACHMENT B December 16, 2014 .— O "� C/• l : U L'" ,,,,-7.. O 0 0• o c C O • W O Y ti O a co) O• Q tOj Q 0.. W U o ct c eeeeee O O O O p 0 eeeeee mczczczczcz 0 0 0 0 0 0 0 0 0 0 0 0 GO l� GO GO d py U U o o -21 oE. N o y w U a ' .- N O U GO .- , -� U U U U U A A A A A A Dec. 8 - Dec. 12 J ATTACHMENT C Saturday (sabado) Dec. 6, 2014 sS.0` Dec. 13, 2014 EX* 7S 0 AO $�` TS 4'0 MP Friday (viernes) Dec. 5, 2014 w wzo vp u . w w oo PI o O w A M v 0, •x I=1 Dec. 12, 2014 z x •;x E O ]o a� , `O O o O N v v CITY OF CORPUS CHRISTI MOBILE EARLY VOTING CALENDAR (Ciudad de Corpus Christi Calendario de Votacion Movil Adelantada) December 16, 2014 Runoff Election (Eleccion Decisiva del dia 16 de diciembre 2014) Tuesday (martes) Wednesday (miercoles) Thursday (/ueves) Dec. 2, 2014 Dec. 3, 2014 Dec. 4 2014 W' z E F. o. F a.� •• m� .0 A c�''o ow4 ,o o Dec. 11, 2014 O N N z . F O w J,u ° U §"o 00 W �.�o o m, o F W U 0 0o Dec. 10, 2014 • 4 M o rano o w .4'' U- o a 01 CNis M o 44Pz o i. C7 - o a tC F aactct: _oY,uo oa, U A M M or N " A �0=F F. V1 N ti O zao" °4N • Monday (lanes) Dec. 1, 2014 M E O wza a Dec. S, 20141 . M ,: O x.� ,74 Sunday (domingo) Nov. 30, 2014 °pyo Dec. 7, 2014 co.: O. ,w CO :eim1H6 1 in *pyo �►0 Ali VI I y0 AO'�, Corpus Christi Meeting Minutes City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, November 11, 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 David Bendett, Rock City Church. Pastor David Bendett gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Mark Van Vleck, Executive Director - Utilities. Executive Director of Utilities Mark Van Vleck 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: City Manager Ron Olson, City Attorney Miles K. Risley, and City Secretary Rebecca Huerta. Present: 8 - Mayor Nelda Martinez,Council Member Kelley AIIen,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 November 11, 2014 as, "CITGO's Coastal Bend Restoration Project for Nueces Delta and Oso Bay Day" Mayor Martinez presented the proclamations. Corpus Christi Page 1 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor Martinez deviated from the agenda and referred to City Manager's Comments. City Manager Olson stated that he had nothing to report. a. Other None. I. MINUTES: 6. Regular Meeting of October 28, 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 Allen and passed unanimously. J. BOARD & COMMITTEE APPOINTMENTS: (NONE) K. EXPLANATION OF COUNCIL ACTION: L. CONSENT AGENDA: (ITEMS 7 - 12) 7. Approval of the Consent Agenda Mayor Martinez referred to the Consent Agenda. There were no comments from the Council or the public. The consent agenda items were approved 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 Approving an engineering construction contract for the Oso Water Reclamation Plant clarifier no. 5 trough replacement and chlorine contact chamber repairs (Requires 2/3 vote) Motion authorizing the City Manager or designee to execute a construction contract with CSA Construction, Inc. of Houston, Texas in the amount of $444,800 for the Oso Water Reclamation Plant Clarifier No. 5 Trough Replacement & Chlorine Contact Chamber Repairs for the base bid plus additive alternative No. 1 and 2. This Motion was passed on the Consent Agenda. Enactment No: M2014-145 Corpus Christi Page 2 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 8. 9. Approving Contribution -In -Aid -Of -Construction agreement for Oso Bay Area Development, Phase 2 (Bond 2008) (Requires 2/3 vote) Motion authorizing the City Manager, or his designee, to execute a Contribution -In -Aid -Of -Construction Agreement with American Electric Power (AEP) in the amount of $65,900.18 for electric distribution service for the Oso Bay Area Park Development Project, Phase 2 and execute an Easement and Right of Way instrument to AEP containing 225 square feet out of Lot 1, Block 1, Oso Bay Park, necessary for the installation and connection of an electrical service transformer for this project. This Motion was passed on the Consent Agenda. Enactment No: M2014-146 Approving amendment no. 1 to an engineering design contract for the Citywide Street Preventative Maintenance Program Year 2 (Requires 2/3 vote) Motion authorizing the City Manager, or designee, to execute Amendment No. 1 with Coym, Rehmet & Gutierrez Engineering, L.P. of Corpus Christi, Texas in the amount of $749,530.00 for the Citywide Street Preventative Maintenance Program (SPMP) Year 2 project. This Motion was passed on the Consent Agenda. Enactment No: M2014-147 10. Approving a work plan and budget agreement with the Nueces River Authority (Requires 2/3 vote) 11. Motion authorizing the City Manager or designee to execute a work plan and budget agreement with the Nueces River Authority in the amount of $99,996 to provide water planning, protection, development, and data management services to the City for FY 2015. This Motion was passed on the Consent Agenda. Enactment No: M2014-148 Authorizing and adoption of Restated and Amended Articles of Incorporation for the Corpus Christi Business and Job Development Corporation (CCBJDC) (Requires 2/3vote) Resolution finding that it is advisable that the Corpus Christi Business and Job Development Corporation Articles of Incorporation be restated and amended; authorizing adoption of the restated and amended articles; approving the form of the restated and amended Articles. Corpus Christi Page 3 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 12. This Resolution was passed on the Consent Agenda. Enactment No: 030326 Second Reading Ordinance - Accepting and appropriating donation for the purchase of police equipment (1st Reading 10/28/14) (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to accept a donation from Exxon Mobil Corporation in the amount of $2,000.00 to be used for the purchase of police equipment; and appropriating $2,000.00 from Exxon Mobil Corporation into the General Fund No. 1020 to purchase police equipment and changing the FY 2014-2015 Operating Budget adopted by Ordinance No. 030294 by increasing revenue and expenditures in the General Fund No. 1020 by $2,000.00 each. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030327 M. PUBLIC HEARINGS: (ITEMS 13 - 15) 13. Public Hearing and First Reading Ordinance - Rezoning from "RS -5" Single -Family to "RS -4.5" Single -Family at 8001 Holly Road (Requires 2/3 vote) Case No. 0914-02 The George B. Gaines, Jr. Family Limited Partnership, Ltd.: A change of zoning from the "RS -6" Single -Family 6 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 28.461 -acre tract of land out of Lots 1 and 2, Section 32, Flour Bluff and Encinal Farm and Garden Tracts, located along the south side of Holly Road west of Paul Jones Avenue. Planning Commission and Staff Recommendation (September 24, 2014): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by The George B. Gaines, Jr. Family Limited Partnership, Ltd. ("Owners"), by changing the UDC Zoning Map in reference to a 28.461 -acre tract of land out of Lots 1 and 2, Section 32, Flour Bluff and Encinal Farm and Garden Tracts; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Mayor Martinez referred to Item 13. Interim Assistant Director of Development Corpus Christi Page 4 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 14. Services Julio Dimas stated that the purpose of this item is to rezone the subject property to allow for the development of 173 single-family lots. Mr. Dimas stated that the Planning Commission and staff are in favor of the zoning change. Council Member Garza made a motion to open the public hearing, seconded by Council Member Magill and passed. Mayor Martinez called for comments from public. Luis A. Rodriguez spoke in opposition to the zoning change. Council Member McIntyre made a motion to close the public hearing, seconded by Council Member Garza 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 Public Hearing and First Reading Ordinance - Rezoning from Neighborhood Commercial to General Commercial at 6197 Dunbarton Oak Drive (Requires 2/3 vote) Case No. 0914-01 Patrick H. Nolan and Amy L. Nolan: A change of zoning from the "CN -1" Neighborhood Commercial District to "CG -2" General Commercial District, not resulting in a change to the Future Land Use Plan. The property is described as being a 1.34 acre portion of Lot 1, Block 3, Cimarron Center, located on the southwest corner of Dunbarton Oak Drive and Cimarron Boulevard. Planning Commission and Staff Recommendation (September 24, 2014): Denial of the "CG -2" General Commercial District and, in lieu thereof, approval of a Special Permit subject to a site plan and conditions. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Patrick H. Nolan and Amy L. Nolan ("Owners"), by changing the UDC Zoning Map in reference to a 1.34 acre portion of Lot 1, Block 3, Cimarron Center, from the "CN -1" Neighborhood Commercial District to the "CN-1/SP" Neighborhood Commercial District with a Special Permit; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Mayor Martinez referred to Item 14. Interim Assistant Director of Development Services Julio Dimas stated that the purpose of this item is to rezone the subject property to allow for continued development of additional self -storage units. Mr. Dimas stated that the Planning Commission and staff recommends denial of the "CG -2" General Commercial District and, in lieu thereof, approval of a Special Permit subject to a site plan and 10 conditions. Council Member Garza made a motion to open the public hearing, seconded by Council Member McIntyre and passed. There were no comments from the Council or the public. Corpus Christi Page 5 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 15. Council Member McIntyre made a motion to close the public hearing, seconded by Council Member Garza. 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 Public Hearing and First Reading Ordinance - Closing a portion of Bockholt Road between the Old State Highway 44 and the New State Highway 44 rights-of-way (Requires 2/3 vote) Ordinance abandoning and vacating an undeveloped and unsurfaced 21,690 square -foot portion of the Bockholt Road public street right-of-way, out of GC&SF RR CO Survey, Abstract No. 1005, Nueces County, Texas, being a portion of those certain tracts of land described as Tract Two and Tract Three, located between the Old State Highway 44 right-of-way and the New State Highway 44 right-of-way; and requiring the owner, George Picha, to comply with the specified conditions. Mayor Martinez referred to Item 15. Director of Development Services Dan Grimsbo stated that the purpose of this item is to abandon and vacate a portion of Bockholt Road due to the fact that this unimproved portion of public street right-of-way leads to a dead end and serves no purpose for future use. Council Member Magill made a motion to open the public hearing, seconded by Council Member Garza. There were no comments from the Council or the public. Council Member McIntyre made a motion to close the public hearing, seconded by Council Member Garza. 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 N. REGULAR AGENDA: (NONE) O. FIRST READING ORDINANCES: (ITEMS 16 - 18) 16. First Reading Ordinance - Accepting and appropriating the Violence Against Women (VAWA) grant within the Police Department for Year 15 (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Corpus Christi Page 6 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 17. Criminal Justice Division in the amount of $44,356.71 for Year 15 of the Violence Against Women (VAWA) Program within the Police Department with a City match of $20,280.21 and an in-kind match of $5,520 from the No. 1020 Police General Fund; appropriating the $44,356.71 in the No. 1061 Police Grants Fund for the VAWA grant in the Police Department; and authorizing the transfer of $20,280.21 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $70,156.92. Mayor Martinez referred to Item 16. Police Chief Floyd Simpson stated that the purpose of this item is to accept and appropriate a grant from the State of Texas for Year 15 of the Violence Against Women (VAWA) Program in the amount of $44,356.71. A council member requested that the Police Department provide information on the ability to assist Nueces County with their domestic violence endeavors. There were no comments from 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 First Reading Ordinance - Accepting and appropriating the Victims of Crime Act (VOCA) Outreach Program grant within the Police Department for Year 2 (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $68,163.15 for Year 2 of the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $13,840.79 and an in-kind match of $3,200.00 from the No. 1020 Police General Fund; Appropriating the $68,163.15 in the No. 1061 Police Grants Fund for the VOCA Outreach grant in the Police Department; and authorizing the transfer of $13,840.79 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $85,203.94. Mayor Martinez referred to Item 17. Police Chief Floyd Simpson stated that the purpose of this item is to accept and appropriate a grant for the Victims Against Crime Act (VOCA) for Year 2 in the amount of $68,163.15. 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 7 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 18. First Reading Ordinance - Accepting and appropriating the Victims of Crime Act (VOCA) grant within the Police Department for Year 15 (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $77,084.05 to continue the Victims of Crime Act (VOCA) Grant within the Police Department for Year 15 with a City match of $20,271.01 and an in-kind match of $4,000 from the No. 1020 Police General Fund; appropriating the $77,084.05 in the No. 1061 Police Grants Fund to continue the VOCA grant in the Police Department; and authorizing the transfer of $20,271.01 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same as grant matching funds for a total project cost of $101,355.06. Mayor Martinez referred to Item 18. Police Chief Floyd Simpson stated that the purpose of this item is to accept and appropriate the Victims of Crime Act (VOCA) grant within the Police Department for Year 15 in the amount of $77,084.05. 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 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 deviated from the agenda and referred to comments from the public. Bill King spoke regarding the implications of homelessness and studies revealing that it costs less to provide the homeless with housing than to leave them on the streets. Brian Watson expressed concerns with allowing water to be transferred overseas. Susie Luna Saldana congratulated the incumbents of the election and asked the Council to remember the voice of the people and to make decisions on the people's behalf. Lonnie Lenningham spoke regarding traffic in the community and consideration for a future freeway system south of the Oso to handle future growth. Mr. Lenningham also expressed concern regarding the use of funds for the recently approved bond projects. H. EXECUTIVE SESSION: (ITEMS 2 - 5) Mayor Martinez deviated from the agenda and referred to the day's executive sessions. The Council went into executive session. City Secretary Huerta Corpus Christi Page 8 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 2. 3. 4. 5. stated that Council Member Mark Scott recused himself from the discussion on Item 4. Executive session pursuant to Texas Government Code § 551.071 for consultation with attorneys regarding pending or contemplated litigation involving the City, including City of Corpus Christi v. MPM Homes, Inc., with possible discussion and/or action in open session. This E -Session Item was discussed in executive session. 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. This E -Session Item was discussed in executive session. Executive session pursuant to Texas Government Code § 551.071 for consultation with attorneys regarding legal issues concerning the interpretation of economic development contract(s) involving tourism oriented development, and pursuant to Texas Government Code § 551.087 to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations, involving tourism oriented development. This E -Session Item was discussed in executive session. Executive session pursuant to Section 551.071(1)(A) of the Texas Government Code to consult with attorneys regarding Cause No. 2014 -DCV -1755-G, styled City of Corpus Christi and Corpus Christi Community Improvements Corporation vs. Texas League of United Latin American Citizens (LULAC) Apartments of the Village, Henry Gorham, LULAC Council #1 Foundation, Inc, TX LULAC Village Housing, LP TX LULAC Oasis at the Park Housing, LP, Affordable Housing Consultants, Inc., and David Marquez, for discussion and possible action in open session. This E -Session Item was discussed in executive session. FIRST READING ORDINANCES: (ITEMS 19 - 27) 19. First Reading Ordinance - Accepting and appropriating the Sea and Aquatic Life Activities grant (Requires 2/3 vote) Ordinance authorizing the City manager or designee to execute all documents necessary to accept and appropriate a grant of $22,500 from the Texas Department of State Health Services in the Corpus Christi Page 9 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 Health Grants Fund No. 1066 to provide laboratory services for the analysis of bay water samples for the contract period of September 1, 2014, through August 31, 2015; and to ratify acceptance of the grant to begin as of September 1, 2014. Mayor Martinez referred to Item 19. Assistant Director of Public Health Aurora Parlamas stated that the purpose of this item is to accept and appropriate a grant in the amount of $22,500 from the Texas Department of State Health Services to provide laboratory services for analysis of bay water samples. 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 20. First Reading Ordinance - Authorizing a lease agreement for use of the McCampbell House at Heritage Park (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute a one-year lease agreement with the Corpus Christi Chamber of Commerce for use of the McCampbell House at Heritage Park with rent of $1,500 per month. Mayor Martinez referred to Item 20. Director of Parks and Recreation Michael Morris stated that the purpose of this item is to approve the renewal of a one-year lease agreement with the Corpus Christi Chamber of Commerce for the use of the McCampbell House. 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 21. First Reading Ordinance - Approving contract and appropriating funds for Community Youth Development Program (CYD) (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute a contract with the Texas Department of Family and Protective Services for funding for September 1, 2014 through February 28, 2015 in the total amount of $193,384.84; authorizing appropriation in the Grants Fund No. 1060 for Community Youth Development program contracts for the 78415 Zip Code area; to include the extension of the subcontracts as follows: $26,100.46 to The Boys and Girls Club, Corpus Christi Page 10 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 $40,275.46 to Communities In Schools of the Coastal Bend, $52,849.80 to SERCO of Texas and $ 17,496.71 to Youth Odyssey for subcontract period September 1, 2014 through February 28, 2015. Mayor Martinez referred to Item 21. Director of Parks and Recreation Michael Morris stated that the purpose of this item is to approve the renewal of the Community Youth Development (CYD) 78415 program grants for an additional six (6) months from the Texas Department of Family and Protective 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 22. First Reading Ordinance - Authorizing an interlocal agreement and appropriating funds for a Downtown Safety & Security Partnership Program (Requires 2/3 vote) Ordinance authorizing the City Manager or his designee to execute a nine-month interlocal agreement from January 2015 through September 2015 with the Corpus Christi Downtown Management District to pay the District $166,500 for contracting with Off -Duty Bike Patrol Officers and Security Ambassadors to patrol the District; appropriating $166,500 from the unreserved fund balance in the No. 1020 General Fund; changing the fiscal year 2014-2015 operating budget adopted by Ordinance Number 030294 by increasing appropriations by $166,500. Mayor Martinez referred to Item 22. Business Liaison Alyssa Barrera stated that the purpose of this item is to execute an interlocal agreement with the Corpus Christi Downtown Management District and appropriate $166,500 for contracting with off-duty bike patrol officers and security ambassadors to patrol downtown. Ms. Barrera provided background regarding the Downtown Management District's three-year strategic plan and stated that the highest priority item was to improve the safety and perception of safety in the downtown area. Council Member Allen thanked the Executive Director of the Corpus Christi Downtown Management District Terry Sweeney and Police Chief Floyd Simpson for coordinating this effort. There were no comments from 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 23. First Reading Ordinance - Authorizing Issuance of Utility System Corpus Christi Page 11 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 Revenue Bonds - Fixed Rate (Related items 24, 25, 38) (Requires 2/3 vote) Ordinance authorizing the issuance of one or more series of City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, in an aggregate principal amount, when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $115,000,000, pursuant to the delegation provisions set forth herein; 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 on a parity with certain currently outstanding Utility System Revenue Obligations; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the forms, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of each series of bonds; including the approval and distribution of one or more Official Statements pertaining thereto; authorizing the execution of one or more paying agent/registrar agreements, and one or more purchase contracts; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; establishing the City's intention to reimburse itself from the proceeds of any such series of bonds for the prior lawful expenditure of funds to construct various City improvements; delegating the authority to the certain members of the City staff to execute certain documents relating to the sale of each series of bonds; and providing an effective date. Mayor Martinez referred to Item 23. Director of Financial Services Constance Sanchez stated that Items 23, 24 and Future Agenda Item 38 are related. Ms. Sanchez explained that the purpose of Items 23 and 24 are to authorize the issuance of up to $115,000,000 of Utility System Revenue Bonds to fund utility projects for Year 1 of the FY2015 Capital Improvement Plan. Ms. Sanchez said that in effort to provide the City with the most flexibility, authorization is being requested for the issuance of both fixed rate bonds (Item 23) and variable rate bonds (Item 24). Ms. Sanchez also provided information on the structured parameters of the ordinance. Ms. Sanchez referred to Item 38 and stated that the purpose of this item is to request the approval of M.E. Allison, & Co. as Financial Advisor. Mayor Martinez asked questions regarding the difference on interest rates between the short-term variable rate and the fixed rate. There were no comments from the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 7 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 2 - Council Member Allen and Council Member Leal Abstained: 0 24. First Reading Ordinance - Authorizing the Issuance of Utility Corpus Christi Page 12 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 System Revenue Bonds - Variable Rate (Related items 23, 25, 38) (Requires 2/3 vote) Ordinance authorizing the issuance of one or more series of City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, in an aggregate principal amount, when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $115,000,000, pursuant to the delegation provisions set forth herein; 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 on a parity with certain currently outstanding Utility System Revenue Obligations; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the forms, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of each series of bonds; including the approval and distribution of one or more Official Statements pertaining thereto; authorizing the execution of one or more paying agent/registrar agreements, and one or more remarketing agreements, one or more tender agent agreements, and one or more purchase contracts; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; establishing the City's intention to reimburse itself from the proceeds of any such series of bonds for the prior lawful expenditure of funds to construct various City improvements; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of each series of bonds; and providing an effective date. Item 24 was discussed during the discussion on Item 23. This Ordinance was passed on first reading and approved with the following vote: Aye: 7 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 2 - Council Member Allen and Council Member Leal Abstained: 0 25. First Reading Ordinance - Authorizing the Issuance of Utility System Refunding Bonds (Related items 23, 24, 38) (Requires 2/3 vote) Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2015", in an amount not to exceed $166,240,000; 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 on a parity with certain currently outstanding utility system revenue obligations; Corpus Christi Page 13 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 stipulating the terms and conditions for the issuance of additional Revenue Bonds on a parity therewith; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement; an escrow 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 certain members of the City staff to execute certain documents relating to the sale of the bonds, and providing an effective date. Mayor Martinez referred to Item 25. Director of Financial Services Constance Sanchez stated that Item 25 and Future Agenda Item 38 are related. Ms. Sanchez explained that the purpose of Item 25 is a refunding opportunity for the utility system's debt up to $166,240,000. Ms. Sanchez stated that if all eligible outstanding bonds are refunded at today's interest rate, a net present value savings of over $5 million or 8.82% would be realized. However, the actual amount to be refunded will be determined at the time of pricing. Ms. Sanchez referred to Item 38 and stated that the purpose of this item is to request the approval of M.E. Allison, & Co. as Financial Advisor. In response to Mayor Martinez, Ms. Sanchez stated that the pricing will be done in January of 2015. There were no comments from the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 7 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 2 - Council Member Allen and Council Member Leal Abstained: 0 26. First Reading Ordinance - Appropriating funds for Solid Waste debt service payment (Related items 39, 40) (Requires 2/3 vote) Ordinance appropriating $1,100,000 from the unreserved fund balance in the No. 1020 General Fund and transferring to and appropriating in the No. 2010 Debt Service Fund to pay principal and interest in Fiscal Year (FY) 2014-2015 for Solid Waste certificates of obligation; and changing the FY 2014-2015 Operating Budget adopted by Ordinance No. 030294 to increase revenues by $1,100,000 and expenditures by $1,100,000 in the No. 2010 Debt Service Fund and to increase expenditures by $1,100,000 in the General Fund Mayor Martinez referred to Item 26. Director of Financial Services Constance Sanchez stated that Item 26 and Future Agenda Items 39 and 40 are related to the issuance of up to $14,500,000 in Certificates of Obligation to fund health and public safety projects related to the J.C. Elliott Transfer Station and the Cefe Valenzuela Landfill outlined in the FY2015 Capital Improvement Plan. Ms. Sanchez explained that Item 26 relates to the debt service payment estimated at approximately $1,100,000 for FY2015. Ms. Sanchez stated that since this amount was not included in the FY2015 Operating Budget, approval is being Corpus Christi Page 14 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 requested to appropriate these funds out of the fund balance of the General Fund from excess funds generated by Solid Waste. Ms. Sanchez referred to Item 40 and stated that the purpose of this item is to request to publish a Notice of Intention in the Corpus Christi Caller Times to comply with the Texas Local Government Code as it relates to Certificates of Obligation. Ms. Sanchez referred to Item 39 and stated that the purpose of this item is to request the approval of M.E. Allison, & Co. as Financial Advisor. City Manager Olson provided clarification on the reason staff is recommending the issuance of the Certificates of Obligation for 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 Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 2 - Council Member Allen and Council Member Leal Abstained: 0 27. First Reading Ordinance - Authorizing the issuance of tax notes related to Texas Military Preparedness Commission (Related items 41, 42) (Requires 2/3 vote) Ordinance by the City of Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas Tax notes, Series 2014A" in an amount not to exceed $5,090,000, levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the obligations; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the obligations; authorizing the execution of paying agent/registrar agreement and a purchase and investment letter; complying with the provisions of the depository trust company' s letter of representations; and providing an effective date. Mayor Martinez referred to Item 27. Director of Financial Services Constance Sanchez stated that Item 27 and Future Agenda Items 41 and 42 are related to the repurposing of an existing loan that the City has with the Texas Military Preparedness Commission. Ms. Sanchez explained that when Naval Station Ingleside was closed through the Base Realignment and Closure process, the City applied for a $10.5 million Texas Military Value Revolving Loan Fund through the Texas Military Preparedness Commission for the two following projects: the reconstruction and expansion of Port Avenue from Interstate 37 to U.S. 181 and the extension of Waldron Field and realignment of Flour Bluff Drive. Ms. Sanchez added that in 2007, the City issued two series of debts to fund these projects and both series were sold to the Texas Public Finance Authority (TPFA), acting on behalf of the Texas Military Preparedness Commission, to provide the City with assistance for projects targeting infrastructure related to military facilities located around the City. Ms. Sanchez stated that the Port project was completed and the Waldron Field Project was never started. The City has made semi-annual payments on the loan since 2007, but under the terms of the loan agreement, the earliest the loan can be paid off is September 2016. Staff worked with the Governor's Office on alternate options for the unused proceeds and the City has the opportunity to Corpus Christi Page 15 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 put unused funds to use on military value projects. Ms. Sanchez referred to Item 42 and stated that the purpose of this item is to authorize the redemption of unspent proceeds from the original debt . Ms. Sanchez referred to Item 27 and stated that the purpose of this item is to authorize the issuance of new tax notes in the amount of $5,090,000. Ms. Sanchez said that once the City receives approval from the TPFA and the Texas Military Preparedness Commission to use the remaining proceeds for additional projects, the City can issue new debt for new military projects. Ms. Sanchez referred to Item 41 and stated that the purpose of this item is to appoint M.E.Allison, & Co. as Financial Advisor. Director of Intergovernmental Relations Tom Tagliabue provided information on the history of the bond issuance, the Military Value Loan Fund balance; the timeline for approval; and the five recommended projects as follows: 1) Sam Rankin Road Improvements; 2) Land Acquisition of Clear Zones, Accident Prevention Zones and Encroachments; 3) Naval Air Station Corpus Christi South Gate Truck Lane; 4) Naval Air Station Corpus Christi Fence Line Replacement; and 5) Corpus Christi International Airport Taxiway Expansion & Safety Enhancements. Council members spoke regarding the following topics: the City's allocation to the South Texas Military Task Force; an update on the City's investment in military efforts; and the Corpus Christi International Airport Taxiway project. There were no comments from 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 28 - 42) Mayor Martinez referred to Future Agenda Items. City Manager Olson stated that staff had a planned presentation on Item 32. Council members requested information on Items 30 and 31. 28. Approving a maintenance agreement with Intrado for hardware and software support for the Emergency 911 Call Taker System (Requires 2/3 vote) Motion authorizing the City Manager or his designee to execute a maintenance agreement with Intrado in the amount of $336,644, of which $50,496.60 is required for the remainder of FY 2014-2015 for software and hardware support services on the Emergency 911 System. The term of the contract is five years. This Motion was recommended to the consent agenda. 29. Approving an engineering construction contract for Master Channel 31 drainage excavation to provide drainage relief for Oso Bay Basin (Requires 2/3 vote) Corpus Christi Page 16 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 Resolution authorizing the City Manager or designee to execute a construction contract in the amount of $883,128.79 with DRC Emergency Services, LLC for the Master Channel 31 Drainage Channel Excavation Project. This Resolution was recommended to the consent agenda. 30. Approving a project cooperation agreement for the McGee Beach Nourishment project (Requires 2/3 vote) Motion authorizing the City Manager or designee to execute a Project Cooperative Agreement with the Texas General Land Office in the amount of $264,000 for the McGee Beach Nourishment project for design, data collection, permitting, engineering and construction oversight. This Motion was recommended to the consent agenda. 31. Ratifying and amending Anti -litter Campaign Contract (Requires 2/3 vote) Motion ratifying expenditures of $106,017.15 incurred through the advertising firm of Bucket Works, and authorizing the City Manager to execute an addendum to the Bucket Works contract for additional expenditures not to exceed $20,000 to complete the ongoing anti -litter campaign. This Motion was recommended to the consent agenda. 32. Amending the Corpus Christi Convention and Visitors Bureau (CCVB) agreement to align it with the City's fiscal year and amending the board composition (Requires 2/3 vote) Motion authorizing the City Manager or designee to execute an Amended Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau for a period ending September 30, 2015. This Motion was recommended to the consent agenda. 33. Nominating voestalpine Texas LLC as a Double Jumbo Texas Enterprise Zone Project (Requires 2/3 vote) Resolution nominating voestalpine Texas, LLC ("voestalpine") to the Office of the Governor Economic Development & Tourism ("EDT") through the Economic Development Bank ("Bank") as a Double Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act ("Act"). This Resolution was recommended to the consent agenda. Corpus Christi Page 17 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 34. Nominating Flint Hills Resources. LP as a Double Jumbo Texas Enterprise Zone Project (Requires 2/3 vote) Resolution nominating Flint Hills Resources Corpus Christi, LLC ("Flint Hills") to the Office of the Governor Economic Development & Tourism ("EDT") through the Economic Development Bank ("Bank") as a Double Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act ("Act"). This Resolution was recommended to the consent agenda. 35. Approving a Type A Grant for Service Corps of Retired Executives (SCORE) Chapter 221 for Fiscal Year 2015 (Requires 2/3 vote) Resolution approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Service Corps of Retired Executives (SCORE) Chapter 221 to provide grant up to $50,000 to assist small businesses and authorizing the City Manager, or designee, to execute a Project Support Agreement with the Corpus Christi Business and Job Development Corporation to administer the SCORE Chapter 221 Small Business Incentives Agreement. This Resolution was recommended to the consent agenda. 36. Approving a Type A Grant extension for Del Mar College Internship Program (Requires 2/3 vote) Resolution approving extension of a Small Business Incentives Agreement between the Corpus Christi Business And Job Development Corporation and Del Mar College ("Del Mar") for one year until September 30, 2015, and to provide a grant amount of up to $173,223 for an intern program for small businesses. This Resolution was recommended to the consent agenda. 37. Approving Type A Grant Extension for Texas A&M University - Corpus Christi Internship Program (Requires 2/3 vote) Resolution approving extension of a Small Business Incentives Agreement between the Corpus Christi Business And Job Development Corporation and Texas A&M University - Corpus Christi ("TAMUCC") for one year until September 30, 2015, and to provide a grant amount of up to $190,635 for an intern program for small businesses. This Resolution was recommended to the consent agenda. 38. Appointing a financial advisor for Utility System Revenue Bond Sale and Utility System Revenue Refunding Bond Sale (Related Corpus Christi Page 18 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 items 29 - 32) (Requires 2/3 vote) Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for one or more series of City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds (fixed rate and/or variable rate) in an aggregate principal amount not to exceed $115,000,000; and for one or more series of City of Corpus Christi, Texas Junior Lien Revenue Refunding Bonds in an amount not to exceed $166,240,000. This Motion was recommended to the consent agenda. 39. Appointing a financial advisor for Solid Waste Certificates of Obligation (Related items 36 - 38) (Requires 2/3 vote) Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the of City of Corpus Christi, Texas, Combination Tax and Solid Waste Revenue Taxable Certificates of Obligation, Series 2015 in an amount not to exceed $14,500,000. This Motion was recommended to the consent agenda. 40. Authorizing the issuance of Solid Waste Certificates of Obligation (Requires 2/3 vote) Resolution by the City Council of the City of Corpus Christi, Texas, authorizing and approving publication of Notice of Intention to issue Certificates of Obligation; complying with the requirements contained in Securities and Exchange Commission Rule 15c2-12; and providing an effective date. This Resolution was recommended to the consent agenda. 41. Appointing a financial advisor for Texas Military Preparedness Commission debt transactions (Related items 33 - 35) (Requires 2/3 vote) Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the transaction to call for redemption prior to stated maturity "City of Corpus Christi, Texas General Improvement Bonds, Series 2007" and "City of Corpus Christi, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007" and as Financial Advisor for the issuance of "City of Corpus Christi, Texas Tax Notes, Series 2014A" in an amount not to exceed $5,090,000. This Motion was recommended to the consent agenda. 42. Repurposing of existing Texas Military Preparedness loan (Requires 2/3 vote) Corpus Christi Page 19 Printed on 11/13/2014 City Council Meeting Minutes November 11, 2014 Resolution by the City Council of the City of Corpus Christi, Texas calling for redemption prior to stated maturity certain of its currently outstanding obligations designated as "City of Corpus Christi, Texas General Improvement Bonds, Series 2007" and "City of Corpus Christi, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007"; directing that the City Secretary or designee thereof, effectuate the redemption of these obligations; and other matters in connection therewith. This Resolution was recommended to the consent agenda. Q. BRIEFINGS TO CITY COUNCIL: (NONE) R. LEGISLATIVE UPDATE: None. S. ADJOURNMENT The meeting was adjourned at 3:25 p.m. Corpus Christi Page 20 Printed on 11/13/2014 AGENDA MEMORANDUM First Reading Ordinance for the for the City Council Meeting of November 11, 2014 Second Reading Ordinance for the for the City Council Meeting of November 18, 2014 DATE: October 29, 2014 TO: Ronald L. Olson, City Manager FROM: Floyd Simpson, Chief of Police Floyds@cctexas.com 886-2605 Execute a maintenance agreement with Intrado for hardware and software support for the Emergency 911 CaII Taker system CAPTION: Motion authorizing the City Manager or his designee to execute a maintenance agreement with Intrado in the amount of $336,644, of which $50,496.60 is required for the remainder of FY 2014-2015 for software and hardware support services on the Emergency 911 System. The term of the contract is five years. PURPOSE: The extended maintenance agreement will provide software updates and 24 hour response service. BACKGROUND AND FINDINGS: The maintenance agreement supports the software and hardware for Positron 911 Call Taker System. It provides call takers with on-screen review of both landline and wireless calls, automatic location identification and number identification and cellular call back numbers. It also provides data reporting, searches of current and historical data, and automatic archiving on a weekly or monthly basis. ALTERNATIVES: No alternatives OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to City Policy EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Finance FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 50,496.60 286,147.40 336,644.00 Encumbered / Expended Amount This item 50,496.60 286,147.40 336,644.00 BALANCE 0.00 0.00 0.00 Fund(s): General Comments: RECOMMENDATION: Staff recommends approval of agreement. LIST OF SUPPORTING DOCUMENTS: Agreement i nfrado Maintenance Renewal for Corpus MetroCom - Main Location December 1, 2014 - November 30, 2019 (HGAC Buy Pricing) for Corpus Christi, Texas The applicable terms and conditions located at http://www.intrado.com/terms will apply to this Quote, unless (i) the parties have entered into a separate mutually executed agreement relating to the products or services under this Quote, or Customer is purchasing under a cooperative purchasing agreement referenced in this Quote. Customer's issuance of a purchase order for any or all of the items described in this Quote will constitute acknowledgement and acceptance of such terms. The terms of this Quote will govern any conflict with any of the foregoing or any Customer purchase order, and no additional terms in Customer's purchase order will apply. Maintenance Pricing Summary - Corpus Christi Main Location On -Site Support Five Year Renewal - Dec 1, 2014 - Nov 30, 2019 Software Protection & Remote Technical Support 5 -Year Renewal - Nov 1, 2014 - Oct 31, 2019 Software Subscription 5 -Year Renewal - Nov 1, 2014 - Oct 31, 2019 Anti -Virus 5 -Year Coverage - Nov 1, 2014 - Oct 31, 2019 Page 2of8 October 28, 2014 $192,500.00 $33,600.00 $105,000.00 $5,544.00 TOTAL FOR ALL MAINTENANCE SERVICES $336,644.00 The information contained in this document is proprietary to Intrado and is offered solely for the purpose of evaluation. Copyright 2014 Intrado CONFIDENTIAL Q80972 Q80972B_5 Year Renewal - Corpus Christi MetroComm, TX - Summary infradvE, Maintenance Services - Main Location Number of Power 911 Intelligent Workstations 14 Model # Description Qty Unit Cost Page 3 of 8 October 28, 2014 Total On -Site Support 950999/ONS 1-2 950999/ONS 1-2 950999/ONS 1-2 950999/ONS 1-2 950999/ONS 1-2 Five Year Renewal - Dec 1, 2014 - Nov 30, 2019 On -Site Maintenance (1 Year) On -Site Maintenance (1 Year) On -Site Maintenance (1 Year) On -Site Maintenance (1 Year) On -Site Maintenance (1 Year) 14 14 14 14 14 $ 2,750.00 $ $ 2,750.00 $ $ 2,750.00 $ $ 2,750.00 $ $ 2,750.00 $ Subtotal $ 2 Software Protection & Remote Technical Support 950999/PRO1 950999/PRO 1 950999/PRO 1 950999/PRO 1 950999/PRO 1 Five Year Renewal Software Protection and Support (1 Year) Software Protection and Support (1 Year) Software Protection and Support (1 Year) Software Protection and Support (1 Year) Software Protection and Support (1 Year) - Dec 1, 2014 - Nov 30, 2019 Remote Technical Remote Technical Remote Technical Remote Technical Remote Technical 14 Included $ 14 $ 600.00 $ 14 $ 600.00 $ 14 $ 600.00 $ 14 $ 600.00 $ 38,500.00 38,500.00 38,500.00 38,500.00 38,500.00 192,500.00 8,400.00 8,400.00 8,400.00 8,400.00 Subtotal $ The information contained in this document is proprietary to Intrado and is offered solely for the purpose of evaluation. Copyright 2014 Intrado CONFIDENTIAL Q80972 Q80972B_5 Year Renewal - Corpus Christi MetroComm, TX - Configuration - Main 33,600.00 ini'rado Model # Description Qty Unit Cost Page 4 of 8 October 28, 2014 Total 3 Software Subscription 950999/SUB 1 950999/SUB 1 950999/SUB 1 950999/SUB 1 950999/SUB 1 Five Year Renewal - Dec 1, 2014 - Nov 30, 2019 Software Subscription Service (1 Year) 14 Software Subscription Service (1 Year) Software Subscription Service (1 Year) Software Subscription Service (1 Year) Software Subscription Service (1 Year) 14 14 14 14 Anti -Virus 914143 Symantec Endpoint Protection Manager (Lic + CD) (YEAR 2) 914143 Symantec Endpoint Protection Manager (Lic + CD) (YEAR 3) 914143 Symantec Endpoint Protection Manager (Lic + CD) (YEAR 4) 914143 Symantec Endpoint Protection Manager (Lic + CD) (YEAR 5) $ 1,500.00 $ $ 1,500.00 $ $ 1,500.00 $ $ 1,500.00 $ $ 1,500.00 $ Subtotal $ TOTAL - ALL MAINTENANCE SERVICES, 5 -YEAR RENEWAL The information contained in this document is proprietary to Intrado and is offered solely for the purpose of evaluation. Copyright 2014 Intrado CONFIDENTIAL Q80972 Q80972B_5 Year Renewal - Corpus Christi MetroComm, TX - Configuration - Main $ Subtotal $ 21,000.00 21,000.00 21,000.00 21,000.00 21,000.00 105,000.00 1,386.00 1,386.00 1,386.00 1,3 86.00 5,544.00 $ 336,644.00 ini'rado Notes Page 5 of 8 October 28, 2014 1 This quote provides pricing for Maintenance Renewal for Corpus Christi MetroComm's main location. 2 Software Protection and Remote Technical Support Software Protection and Remote Technical Support is a coverage requirement with the purchase and ownership of Intrado CPE system equipment. The coverage requirement is effective after the expiration of the system warranty, but a purchase order for the service, for at least for a one year duration, is required at the time of any new system purchase. Software Protection and Remote Technical Support cannot be deleted from quotes or system orders. Once a Software Protection and Remote Technical Support service contract is established for the site during system initial purchase, all items subsequently added to the site will not require an additional contract, but the acquisition of additional positions will increase the price of the services. a. For sites with one year coverage contracts, the increased price will be reflected in the quote at the next contract renewal point. b. For sites with multi-year agreements, the customer will be required to retract the remaining years of the original purchase order and issue a new purchase order for the remaining period covering the original system and new positions. If a contract for Software Protection and Remote Technical Support expires without renewal, causing a lapse in coverage, the customer's access to the Support Center will be discontinued and a notification of services termination will be issued. Reinstatement of the lapsed coverage will require the following from the customer: a) Payment in full for the lapsed period at the prevailing per -seat rate b) Purchase of a new maintenance agreement (one-year or five-year) c) System Recertification fees in the form of a Class A inspection at $1,500.00 per day plus related travel and expense charges. Software Protection This offering provides for the availability of software product updates. Installation and training (if needed) are not included. Intrado will publish periodic software release bulletins to customers which announce important product updates for Intrado Software. Customers may then request the new update from Intrado, based on applicability of the release to Customer's System. Customer is responsible for installation of all these releases, unless the On -Site Maintenance Service is purchased. If On -Site Maintenance has not been purchased and the customer prefers to have Intrado deploy a new release, Intrado will dispatch appropriate personnel to perform the upgrade on a mutually agreed upon date at Intrado's then current prices for such services. The information contained in this document is proprietary to Intrado and is offered solely for the purpose of evaluation. Copyright 2014 Intrado CONFIDENTIAL Q80972 Q80972B_5 Year Renewal - Corpus Christi MetroComm, TX - Notes ini'rado Page 6 of 8 October 28, 2014 Notes Remote Technical Support Support is provided by associates who specialize in the diagnosis and resolution of system performance issues. Remote Technical Support is available 24/7 through a toll free hotline and a secure customer Internet portal. All service inquiries are tracked by a state-of-the-art CRM trouble ticket system that can be queried by customers through the online portal to obtain the most up-to-date status on their issues. 3 Software Subscription Service The Software Subscription Service provides the customer with access to software upgrades including new features. This offering only provides for the availability of the software. Installation and training (if needed) are not included. Any required hardware or operating system changes are also not included. Intrado will provide periodic software release bulletins to customers which announce and explain new feature releases for Intrado Software. Customers may then request the new release or version from Intrado, based on applicability of the release to Customer's System. The customer is responsible for installation of all these releases, unless the On -Site Maintenance Service is purchased. If On -Site Maintenance has not been purchased and the customer prefers to have Intrado deploy a new release, Intrado will dispatch appropriate personnel to perform the upgrade on a mutually agreed upon date at Intrado's then current prices for such services. 4 On -Site Support Services On-site Support Services are primarily designed to assist with issues that require System expertise in troubleshooting and restoration at the customer's location. On-site Support Services include travel costs and time and labor related to the service incident. Also included in the service are quarterly on-site preventative and routine maintenance reviews (four per year) of the customer's Intrado System. These maintenance visits can include the installation of routine updates to software. Training, configuration changes, reprogramming and System upgrade labor are not included in this offering, but are available for purchase. On -Site Support Services options include the designation of a technician dedicated specifically to the customer's deployment(s), or alternately a non -dedicated resource available for use with other customers. Intrado may engage third -party vendors to provide the On -Site Support Services. Fees for On -Site Support Services will be invoiced when such services commence following acceptance at the initial site. The information contained in this document is proprietary to Intrado and is offered solely for the purpose of evaluation. Copyright 2014 Intrado CONFIDENTIAL Q80972 Q80972B_5 Year Renewal - Corpus Christi MetroComm, TX - Notes ini'rado Page 7 of 8 October 28, 2014 Notes Terms SUBMIT P.O. ordermanagement@intrado.com PRICING All prices are in U.S. Funds. Taxes, if applicable, are extra. SHIPPING FCA (Montreal), INCOTERMS 2010. Shipping charges are extra unless specified on the quote. PAYMENT Per Contract DELIVERY TBD VALIDITY Quote is valid for 120 days. However, part numbers beginning with Q, such as QXXXXX, constitute unique third -party components. These components, including model and price, (i) may be subject to change at any time; and (ii) are non -cancellable, non-refundable, and non -exchangeable at any time. The information contained in this document is proprietary to Intrado and is offered solely for the purpose of evaluation. Copyright 2014 Intrado CONFIDENTIAL Q80972 Q80972B_5 Year Renewal - Corpus Christi MetroComm, TX - Notes ini'rado Page 8 of 8 October 28, 2014 Change start date of renewal to Revision History Revision Level Reason for Revision Date Revised Original (MJD) July 31, 2014 A Change end date for pro rate period from Oct 14 to Oct 31, 2014 October 8, 2014 Change start date for renewal period from Oct 15 to Sept 1, 2014 B Change end date for current coverage to Nov 30, 2014 Move 5 -year renewal to separate quote The information contained in this document is proprietary to Intrado and is offered solely for the purpose of evaluation. Copyright 2014 Intrado CONFIDENTIAL Q80972 Q80972B_5 Year Renewal - Corpus Christi MetroComm, TX - Revision History October 28, 2014 ini'rado AGENDA MEMORANDUM Future item for the City Council Meeting of November 11, 2014 Action item for the City Council Meeting of November 18, 2014 DATE: November 6, 2014 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com (361) 826-3897 Valerie H. Gray, P. E., Interim Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: Natasha Fudge, P. E., Acting Director of Capital Programs natashaf@cctexas.com (361) 826-3504 CAPTION: Bill Mahaffey, P. E., Assistant Director of Maintenance Lines billm@cctexas.com (361) 826-1801 Engineering Construction Contract Master Channel 31 Drainage Channel Excavation Resolution authorizing the City Manager, or designee, to execute a construction contract in the amount of $883,128.79 with DRC Emergency Services, LLC for the Master Channel 31 Drainage Channel Excavation Project. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a construction contract with the lowest responsible bidder, DRC Emergency Services, for Master Channel 31 Drainage Channel Excavation Project. BACKGROUND AND FINDINGS: Master Channel 31 provides drainage relief for Oso Bay Basin. The side slopes and bottom are severely eroded resulting in poor drainage and encroachment of ditch outside of the City right-of-way. This project will provide critical improvements to restore and improve the drainage profile and include erosion control measures such as side slope stabilization, soil treatment, vegetative cover and other best management practices. The full project is planned in multiple phases as funding allows. This phase of the project will improve the area between Lipes Avenue and Rodd Field Road. K:\ENGINEERING\LEGISTAR\2 - NOVEMBER 11\MASTER CHANNEL 31 \AGENDA MEMO MASTER CHANNEL 31.DOCX On July 23, 2014, the City received proposals from four (4) bidders and the bidders: Contractor Base Bid DRC Emergency Services, LLC Mobile, Alabama $883,128.79 Saenz Brothers Construction, LLC Donna, Texas $954,085.00 ADK Environmental, Inc. Odem, Texas $1,443,634.70 Salinas Construction Technologies, Ltd. Pleasanton, Texas $1,148,474.18 ALTERNATIVES: 1. Authorize execution of the construction contract. 2. Do not authorize execution of the construction contract. (Not Recommended) OTHER CONSIDERATIONS: The City's engineer, Freese and Nichols, Inc. (FNI) conducted a bid analysis of the four (4) proposals submitted in response to the City's bid solicitation. FNI found that DRC has the experience and resources to complete the project. The bid submitted by DRC Emergency Services, LLC was timely received but misplaced at the time of the public bid opening. Staff consulted the Legal Department on the matter and the Legal Department determined that DRC fully complied with bidding requirements of Chapter 252, Texas Local Government Code. CONFORMITY TO CITY POLICY & LAW: Complies with statutory requirements for procuring construction contracts. Conforms to FY 2014-2015 Storm Water Capital Improvement Planning (CIP) Budget. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT. Fiscal Year 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget $47,700.00 $1,215,900.00 $0.00 $1,263,600.00 Encumbered / Expended Amount $47,700.00 $0.00 $0.00 $47,700.00 This item $0.00 $883,128.79 $0.00 $883,128.79 Future Anticipated Expenditures This Project $0.00 $200,635.88 $0.00 $200,635.88 BALANCE $0.00 $132,135.33 $0.00 $132,135.33 Fund(s): Storm Water 03 K:\ENGINEERING\LEGISTAR\2 - NOVEMBER 11\MASTER CHANNEL 31 \AGENDA MEMO MASTER CHANNEL 31.DOCX RECOMMENDATION: City staff recommends that the construction contract be awarded to DRC Emergency Services, LLC of Mobile, Alabama (DRC) and that authority be provided to execute a contract with DRC in the amount of $883,128.79 for the Master Channel 31 Drainage Channel Excavation Project. LIST OF SUPPORTING DOCUMENTS: Resolution Project Budget Location Map Presentation K:\ENGINEERING\LEGISTAR\2 - NOVEMBER 11\MASTER CHANNEL 31 \AGENDA MEMO MASTER CHANNEL 31.DOCX Resolution authorizing the City Manager or designee to execute a construction contract in the amount of $883,128.79 with DRC Emergency Services, LLC for the Master Channel 31 Drainage Channel Excavation Project. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council finds that the City of Corpus Christi has complied with the requirements of Chapter 252 of Texas Local Government Code for notice of bids for the procurement of bids for the Master Channel 31 Drainage Channel Excavation Project. Section 2. The City Council finds that DRC Emergency Services, LLC of Mobile, Alabama has submitted a bid for the Master Channel 31 Drainage Channel Excavation Project in accordance with Chapter 252 of the Texas Local Government Code. Section 3. The City Council finds that DRC Emergency Services, LLC is the lowest responsible bidder for the Master Channel 31 Drainage Channel Excavation Project in accordance with Section 252.043, Texas Local Government Code. Section 4. The City Council awards to DRC Emergency Services, LLC of Mobile, Alabama the construction contract for the Master Channel 31 Drainage Channel Excavation Project. Section 5. The City Manager or designee is authorized to execute a construction contract in the amount of $883,128.79 with DRC Emergency Services, LLC for the Master Channel 31 Drainage Channel Excavation Project. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor K:\Engineering\LEGISTAR\2 - November 11\Master Channel 31\RESO Master Channel 31.docx 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 K:\Engineering\LEGISTAR\2 - November 11\Master Channel 31\RESO Master Channel 31.docx PROJECT BUDGET ESTIMATE Master Channel 31 Drainage Channel Excavation Project No. 2235 FUNDS AVAILABLE: Storm Water CIP $ 1,263,600.00 TOTAL 1,263,600.00 FUNDS REQUIRED: Construction (DRC Emergency Services, LLC) 883,128.79 Contingency (10%) 88,312.88 Design Fees: Engineering (Freese and Nichols)Amendment No. 1 36,587.00 Engineering (Freese and Nichols) 39,737.00 Testing (Rock) 4,724.00 Reimbursements: Contract Administration (Capital Programs/Capital Budget/Finance) 28,431.00 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt) 44,226.00 Misc. (Printing, Advertising, etc.) 6,318.00 TOTAL $1,131,464.67 ESTIMATED PROJECT BUDGET BALANCE $132,135.33 * Remaining project budget to be used for future project phases Project Location PROJECT # 2235 LOCATION MAP NOT TO SCALE Master Channel 31 Drainage Channel Excavation CITY COUNCIL EXHIBIT 401476,L4 CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 1 OF 1 Master Channel 31 Drainage Channel Excavation vrE Base Bid includes: excavation and • Project Schedule 0 N M 0 N N N Project Estimate: 180 Calendar Days 6 Months 4111.N47. 'u2 a EL 4j U� Project Budget FUNDS AVAILABLE: $1,263,600.00 Storm Water CIP FUNDS REQUIRED: CO000 0 0 0 1 CO CN r r 00 C0 CO- C 0 0j 0�0 CO • O Z U J a) J E tor. -o a) N a) Q U _c O U_ N Z N -o E W a) U V c a) o a) N— u_ O • U N U a) 2 U) • 0) a) O O U O) U U D W O L U_ Z c (6 a) U iij. ce o cta) o) O O c au W F fI m co 69- 0 0 co co Lf) co N co - ESTIMATED PROJECT BUDGET BALANCE Remaining project budget to be used for future project phases AGENDA MEMORANDUM First Reading for the City Council Meeting of November 11, 2014 Second Reading for the City Council Meeting of November 18, 2014 DATE: November 4, 2014 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P. E., Assistant City Manager for Public Works & Utilities gustavogo@cctexas.com; 826-3897 THRU: Valerie H. Gray, P. E., Interim Executive Director of Public Works valerieg@cctexas.com; 826-1875 FROM: Natasha Fudge, P. E., Acting Director of Capital Programs natashaf@cctexas.com; 826-3504 Michael Morris, Director of Parks and Recreation michaelmo@cctexas.com; 826-3494 Project Cooperation Agreement General Land Office McGee Beach Nourishment CAPTION: Motion authorizing the City Manager or designee to execute a Project Cooperative Agreement with the Texas General Land Office in the amount of $264,000 for the McGee Beach Nourishment project for design, data collection, permitting, engineering and construction oversight. PURPOSE: The purpose of this Agenda Item is to execute a Project Cooperation Agreement to conduct a beach nourishment project at McGee Beach by collecting data, obtaining permits, developing an engineering design, and performing final construction of the beach. This agreement provides the City's portion of the design and construction oversight of the beach nourishment project which will be constructed concurrently with the North Beach Nourishment project. Performing the projects together will decrease costs and improve efficiency. BACKGROUND AND FINDINGS: This project will include data collection, design, permitting and construction of beach nourishment for 1,800 feet of Corpus Christi Bay Shoreline at McGee Beach. The Texas General Land Office (GLO) will manage the project and contract with a professional service provider to prepare construction plans. This project cooperation agreement with the Texas General Land Office provides for matching funds for design, data collection, permitting, engineering and construction oversight. ALTERNATIVES: 1. Execute the interlocal agreement with the Texas General Land Office as proposed. 2. Do not execute the interlocal agreement with the Texas General Land Office as proposed. (Not recommended) OTHER CONSIDERATIONS: • McGee Beach is a key element of the City's downtown flood protection and serves to mitigate wave action during storm events. • Project was approved by the Economic Development Corporation Type A Board through approval of the Seawall Maintenance Fund Program. • Beach nourishment protects the beach from erosion and, if maintained regularly, will reduce future beach nourishment costs. CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy and the City's Charter. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Parks and Recreation FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $1,200,000 $405,000 $1,605,000 Encumbered / Expended Amount This item $264,000 $264,000 Future Anticipated expenditures for this project $746,000 $405,000 $1,151,000 BALANCE $190,000 $0 $190,000 Fund(s): Type A Board, Texas General Land Office Grant RECOMMENDATION: City Staff recommends the approval of the Interlocal Agreement between the City of Corpus Christi and the Texas General Land Office. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation PROJECT BUDGET Interlocal Agreement - Texas General Land Office McGee Beach Nourishment (Project # E14048) PROJECT FUNDS AVAILABLE: Type A Board Funds Future Type A Board Fund Request TOTAL FUNDS REQUIRED: Construction (preliminary estimate).................................................. Engineering Fees: Engineering -Texas General Land Office.......................................... Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance)........ Engineering Services (Project Mgmt)................................................ TOTAL $ 1,200,000.00 $ 405,000.00 1,605,000.00 1,000,000.00 100,000.00 264,000.00 17,295.00 32,100.00 1,605.00 $ 1,415,000.00 ESTIMATED PROJECT BUDGET BALANCE $ 190,000.00 PROJECT LOCATION Project Location PROJECT # LOCATION MAP NOT TO SCALE McGee Beach Nourishment Project CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS It DEPARMENT OF CAPITAL PROGRAMS PAGE 1 OF 1 COASTAL EROSION PLANNING AND RESPONSE ACT PROJECT COOPERATION AGREEMENT GLO CONTRACT No. 14-331-000-8557 CEPRA PROJECT No. 1605 This project cooperation agreement (the "Contract") is entered into by and between the GENERAL LAND OFFICE (the "GLO") and CITY OF CORPUS CHRISTI, the Qualified Project Partner ("QPP"), each a "Party" and collectively "the Parties," under the Coastal Erosion Planning and Response Act, Texas Natural Resources Code Sections 33.601-.613 ("CEPRA" or the "Act") for GLO Contract No. 14-331-000-8557, CEPRA Project No. 1605, entitled, "McGee Beach Nourishment." ARTICLE 1 — GENERAL PROVISIONS 1.01 PURPOSE The purpose of this Contract is to set forth the terms and conditions of the cooperation of QPP in a CEPRA project managed by the GLO, with funding provided by the GLO and QPP. 1.02 CONTRACT DOCUMENTS The GLO and QPP hereby agree that this Contract and the following Attachments, attached hereto (or incorporated by reference as if physically attached) and incorporated herein for all purposes in their entirety, shall govern the Contract: ATTACHMENT A: PROJECT WORK PLAN AND BUDGET ATTACHMENT B: PROJECT LOCATION MAP(S) ATTACHMENT C: GENERAL AFFIRMATIONS 1.03 DEFINITIONS "Account" means the coastal erosion response account as defined in Section 33.604 of the Texas Natural Resources Code. ``Administrative and Audit Regulations" means the statutes and regulations included in Chapter 321 of the Government Code; Subchapter F of Chapter 2155 of the Government Code; and the requirements of Article VI herein. State agencies with the necessary legal authority include, but are not limited to: the GLO, the GLO's contracted examiners, the State Auditor's Office, and the Texas Attorney General's Office. GLO Contract No. 14-331-000-8557 CEPRA Project No. 1605 Page 1 of 13 "Attachment" means documents, terms, conditions, or additional information physically added to this Contract following the execution page or incorporated by reference, as if physically attached. "Budget" means the budget for the Project, as detailed in Attachment A to this Contract, the Project Work Plan and Budget. "CEPRA" or the "Act" means the Coastal Erosion Planning and Response Act, Texas Natural Resources Code Sections 33.601-.613. "Contract" means this entire document, along with any Attachments, both physical and incorporated by reference. "Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "GAAP" means "generally accepted accounting principles." "GASB'' means the Governmental Accounting Standards Board. "GI:,O" means the Texas General Land Office, its officers, employees, and designees. "HUB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas Government Code. "Mentor Protege" means the Comptroller of Public Accounts' leadership program found at: http://www.window.state.tx.us/procurement/prog/hub/mentorprotege/ "Project" means the activities described in SECTION 2.01 and detailed in the Work Plan in Attachment A of this Contract. "Prompt Pay Act" means Chapter 2251, Subtitle F of Title 10 of the Texas Government Code. "Partner Match" means the amount contributed by QPP and all funding sources other than the CEPRA Account to pay the shared Project costs set forth in the Budget . "Public Information Act" means Chapter 552 of the Texas Government Code. "Qualified Project. Partner" or "QPP" means the City of Corpus Christi or Provider. "State of Texas Textravel" means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any. '`Work Plan" means the methodology, means, and manner in which the Project shall be accomplished, as detailed in Attachment A of this Contract, the Project Work Plan and Budget. 1.04 INTERPRETIVE PROVISIONS (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms; (b) The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision, Section, Attachment, Work Order, or schedule of this Contract, unless otherwise specified; (c) The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Contract, (i) references to GLO Contract No. 14-331-000-8557 CEPRA Project No. 1605 Page 2 of 13 contracts (including this Contract) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent that such amendments and other modifications are not prohibited by the terms of this Contract, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation; (d) The captions and headings of this Contract are for convenience of reference only and shall not affect the interpretation of this Contract; (e) All Attachments to this Contract, including those incorporated by reference, and any Amendments are considered part of the terms of this Contract; (f) This Contract may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative and each shall be performed in accordance with its terms; (g) Unless otherwise expressly provided, reference to any action of the GLO or by the GLO by way of consent, approval, or waiver shall be deemed modified by the phrase "in its/their sole discretion." Notwithstanding the preceding sentence, any approval, consent, or waiver required by, or requested of, the GLO shall not be unreasonably withheld or delayed; (h) All due dates and/or deadlines referenced in this Contract that occur on a weekend or holiday shall be considered as if occurring on the next business day; (i) All time periods in this Contract shall commence on the day after the date on which the applicable event occurred, a report is submitted, or a request is received; and (j) Time is of the essence in this Contract. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. GLO Contract No. 14-331-000-8557 CEPRA Project No. 1605 Page 3 of 13 ARTICLE 2 — SCOPE OF PROJECT 2.01 PROJECT REQUIREMENTS The Parties agree to cooperate to conduct a beach nourishment project at McGee Beach in Corpus Christi, Texas by collecting data, obtaining permits, developing an engineering design, and performing final construction of the beach (the "Project"). The Project area is depicted on the Project Location Map(s), attached hereto and incorporated herein in their entirety for all purposes as Attachment B. The Parties shall complete the Project in accordance with the Project Work Plan and Budget in Attachment A and the General Affirmations in Attachment C. The Work Plan or Budget may be amended by written agreement of the Parties if initiated by the GLO or by submission by QPP of a written request and detailed justification to the GLO Project Manager listed in SECTION 2.03. Amendments to the Work Plan or Budget may delay performance of the Project. ANY COSTS INCURRED WHILE AWAITING APPROVAL OF AMENDMENTS REQUESTED BY QPP ARE THE RESPONSIBILITY OF QPP. 2.03 PROJECT MANAGERS The designated Project Managers for this Project are: GLO Michael Weeks, Project Manager Texas General Land Office Coastal Resources Division P. O. Box 12873 Austin, TX 78711-2873 TEL: (512) 463-3230 FAX: (512) 475-0680 E-mail: michael.weeks@glo.texas.gov QPP Jamie Pyle, Project Manager City of Corpus Christi 1201 Leopard St. Corpus Christi, Texas 78401 TEL: (361) 826-3502 FAX: (361) 826-3501 E-mail: jamiepy@cctexas.com REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. GLO Contract No. 14-331-000-8557 CEPRA Project No. 1605 Page 4 of 13 ARTICLE 3 - TERM 3.01 DURATION This Contract shall be effective as of the date executed by the last Party and shall terminate upon completion of the Project in the sole determination of the GLO, or on August 31, 2015, whichever occurs first. Renewals, if any, shall be upon terms mutually agreeable to the Parties, and shall be from September 1 to August 31, always coinciding with the state's fiscal year. 3.02 EARLY TERMINATION The GLO may terminate this Contract by giving written notice specifying a termination date at least thirty (30) days subsequent to the date of the notice. Upon receipt of any such notice, QPP shall cease any work, undertake to terminate any relevant subcontracts, and incur no further expense related to this Contract. Such early termination shall be subject to the equitable settlement of the respective interests of the Parties, accrued up to the date of termination. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. GLO Contract No. 14-331-000-8557 CEPRA Project No. 1605 Page 5 of 13 Article 4 — FUNDING 4.01 TOTAL PROJECT BUDGET The Parties agree that all expenses associated with the performance of this Contract will be paid by the Parties in accordance with the Budget, attached hereto and incorporated herein in its entirety for all purposes in Attachment A, in an amount not to exceed Two HUNDRED SIXTY-NINE THOUSAND DOLLARS ($269,000.00). 4.02 CEPRA ACCOUNT The Parties further agree that the total amount to be expended by the GLO from the CEPRA Account will not exceed FIVE THOUSAND DOLLARS ($5,000.00) in in-kind services. 4.03 QPP CONTRIBUTION QPP agrees to provide a total of TWO HUNDRED SIXTY-FOUR THOUSAND DOLLARS ($264,000.00) as Partner Match towards the Project Budget. QPP shall pay this amount in full to the GLO no later than thirty (30) days following receipt of the GLO's written request for payment, which may be delivered by electronic mail, regular mail, or facsimile transmission. Payment shall be sent to the address provided for payment of the Partner Match as set forth in SECTION 4.04. IN ADDITION, FAILURE BY QPP TO COMPLY WITH THE REIMBURSEMENT REQUIREMENTS OF THIS SECTION MAY BE CONSIDERED AN EVENT OF DEFAULT UNDER SECTION 7.13. 4.04 PARTNER MATCH The Act requires QPP to provide matching funds for not less than twenty-five percent (25%) of shared Project costs. The Act's requirement is satisfied by the Partner Match, which includes the sum to be contributed by QPP under SECTION 4.03. Partner match shall prominently display "GLO Contract No. 14-331-000-8557" and shall be submitted to: GLO — For Partner Match Texas General Land Office Coastal Erosion Planning and Response Act (CEPRA)-MATCH Mail Code 151 P.O. Box 12873 Austin, TX 78711-2873 Attn: Conroy Swan, Financial Management 4.05 ALTERNATIVE SOURCE FUNDING The Parties agree to continue to work cooperatively to investigate and secure funding from sources other than the Account. Alternative sources of funding acquired by QPP after the execution of this Contract may be used to meet the Partner Match. 4.06 GENERAL AFFIRMATIONS To the extent that they are applicable, QPP certifies that the General Affirmations in GLO Contract No. 14-331-000-8557 CEPRA Project No. 1605 Page 6 of 13 Attachment C have been reviewed, and that QPP is in compliance with each of the requirements reflected therein. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK GLO Contract No. 14-331-000-8557 CEPRA Project No. 1605 Page 7 of 13 ARTICLE 5 - STATE FUNDING / RECAPTURE / OVERPAYMENT 5.01 STATE FUNDING This Contract shall not be construed as creating any debt on behalf of the State of Texas and/or the GLO in violation of Article III, Section 49, of the Texas Constitution. In compliance with Article VIII, Section 6, of the Texas Constitution, it is understood that all obligations of the GLO hereunder are subject to the availability of state funds. If such funds are not appropriated or become unavailable, this Contract may be terminated. In that event, the Parties shall be discharged from further obligations, subject to the equitable settlement of their respective interests, accrued up to the date of termination. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK GLO Contract No. 14-331-000-8557 CEPRA Project No. 1605 Page 8 of 13 ARTICLE 6 — RECORDS, INSPECTION AND AUDIT, RETENTION, PUBLIC INFORMATION AND CONFIDENTIALITY 6.01 BOOKS AND RECORDS QPP shall keep and maintain full, true, and complete records in accordance with GAAP or GASB, whichever is applicable, as necessary to fully disclose to the GLO, the Texas State Auditor's Office, the United States Government, and/or their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract, other applicable agreements, and all state and federal rules, regulations, and statutes. 6.02 INSPECTION AND AUDIT Pursuant to Texas Gov't Code Chapter 2262, QPP agrees that all relevant records related to this Contract, including the records of its Subcontractors, shall be subject to the Administrative and Audit Regulations. QPP understands that acceptance of assistance under this Contract acts as acceptance of the authority of the State Auditor's Office to conduct an audit or investigation in connection with the Project. Accordingly, such records shall be subject at any time to inspection, examination, audit, and copying at any location where such records may be found, with or without notice from the GLO or other government entity with necessary legal authority. QPP agrees to cooperate fully with any state entity in the conduct of inspection, examination, audit, and copying, including providing all relevant records and information requested. QPP SHALL ENSURE THAT ALL SUBCONTRACTS AWARDED IN ASSOCIATION WITH THIS CONTRACT REFLECT THE REQUIREMENTS OF THIS SECTION AND THE REQUIREMENT TO COOPERATE. 6.03 PERIOD OF RETENTION QPP shall retain all records relevant to this Contract for a minimum of four (4) years. The period of retention begins at the date of termination of the Contract or "GLO Special Document No. XXX", whichever is later. The period of retention shall be extended for a period reasonably necessary to complete an audit and/or to complete any administrative proceeding or litigation that may ensue. 6.04 PUBLIC INFORMATION Information related to the performance of this Contract may be subject to the Public Information Act ("PIA") and will be withheld from public disclosure or released only in accordance therewith. QPP shall make any information required under the PIA available to the GLO in portable document file (".pdf') format or any other format agreed between the Parties. Failure of QPP to mark as "confidential" or a "trade secret" any information that it believes to be excepted from disclosure waives any and all claims QPP may make against the GLO for releasing such information without prior notice to QPP. 6.05 CONFIDENTIALITY To the extent permitted by law, QPP and the GLO agree to keep all information confidential, in whatever form produced, prepared, observed, or received by QPP or the GLO to the extent that such information is: (a) confidential by law; (b) marked or designated "confidential" (or words to that effect) by QPP or the GLO; or (c) information that QPP or the GLO is otherwise required to keep confidential by this Contract. Furthermore, QPP will not advertise that it is doing business with the GLO, use this GLO Contract No. 14-331-000-8557 CEPRA Project No. 1605 Page 9 of 13 Contract as a marketing or sales tool, or make any press releases concerning this Contract without the prior written consent of the GLO. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK GLO Contract No. 14-331-000-8557 CEPRA Project No. 1605 Page 10 of 13 ARTICLE 7 - MISCELLANEOUS PROVISIONS 7.01 INSURANCE Pursuant to Chapter 2259 of the Texas Government Code entitled, "Self -Insurance by Governmental Units," QPP is self-insured and, therefore, is not required to purchase insurance. 7.02 LEGAL OBLIGATIONS QPP shall procure and maintain for the duration of this Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by QPP to perform the under the contract. QPP will be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. QPP agrees to be responsible for payment of any such government obligations not paid by its subcontractors during performance of this Contract. 7.03 INDEMNITY AS GOVERNMENTAL ENTITIES AND AS REQUIRED UNDER THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS, EACH PARTY UNDERSTANDS THAT IT IS LIABLE FOR ANY PERSONAL INJURIES, PROPERTY DAMAGE, OR DEATH RESULTING FROM ITS ACTS OR OMISSIONS. IN THE EVENT THAT THE GLO IS NAMED AS A PARTY DEFENDANT IN ANY LITIGATION ARISING OUT OF ALLEGATIONS OF PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE RESULTING FROM THE ACTS OR OMISSIONS OF QPP, AND FOR WHICH THE GLO IS LIABLE, IF AT ALL, ONLY THROUGH THE VICARIOUS LIABILITY OF QPP THEN, IN SUCH EVENT, QPP AGREES THAT IT WILL PAY, ON BEHALF OF THE GLO, ALL COSTS AND EXPENSES OF LITIGATION, INCLUDING ANY COURT COSTS, REASONABLE ATTORNEYS' FEES, FEES OF ATTORNEYS APPROVED BY THE OFFICE OF THE TEXAS ATTORNEY GENERAL, AS WELL AS ALL AMOUNTS PAID IN SETTLEMENT OF ANY CLAIM, ACTION, OR SUIT, INCLUDING JUDGMENT OR VERDICT, ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT. IN THE EVENT THAT QPP IS NAMED AS A PARTY DEFENDANT IN ANY LITIGATION SEEKING ANY DAMAGES FOR ANY PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH RESULTING OUT OF THE GLO's ACTIONS OR OMISSIONS, AND QPP's SOLE LIABILITY, IF ANY, IS ONLY VICARIOUSLY THROUGH THE GLO, THEN, IN SUCH EVENT, THE GLO AGREES TO PAY ANY AND ALL CLAIMS, DEMANDS, OR LOSSES, INCLUDING EXPENSES OF LITIGATION, INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS INCURRED BY QPP, INCLUDING ANY VERDICTS OR JUDGMENTS OR AMOUNTS PAID IN SETTLEMENT OF ANY CLAIM ARISING OUT OF, OR IN CONNECTION WITH THIS CONTRACT. ANY ATTORNEYS RETAINED BY QPP TO REPRESENT ANY INTEREST OF THE GLO MUST BE APPROVED BY THE GLO AND BY THE OFFICE OF THE TEXAS ATTORNEY GENERAL. ANY ATTORNEYS RETAINED BY THE GLO TO REPRESENT THE INTEREST OF QPP MUST BE APPROVED BY QPP. 7.04 RELATIONSHIP OF THE PARTIES QPP is associated with the GLO only for the purposes and to the extent specified in this Contract and with respect to QPP's performance pursuant to this Contract. QPP shall have the sole right to supervise, manage, operate, control, and direct performance of the details incident to any duties QPP has under this Contract. Nothing contained in this Contract shall be deemed or construed to create a partnership or joint venture, to create relationships GLO Contract No. 14-331-000-8557 CEPRA Project No. 1605 Page 11 of 13 of an employer-employee or principal -agent, or to otherwise create for the GLO any liability whatsoever with respect to the indebtedness, liabilities, and obligations of QPP or any other party. 7.05 COMPLIANCE WITH OTHER LAWS In the performance of this Contract, QPP shall comply with all applicable federal, state, and local laws, ordinances, and regulations. QPP shall make itself familiar with and at all times shall observe and comply with all federal, state, and local laws, ordinances, and regulations that in any manner affect performance under this Contract. 7.06 NOTICES Any notices required under this Contract shall be deemed delivered when deposited either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required, to the appropriate address below: If to the GLO: Texas General Land Office 1700 Congress Avenue Austin, TX 78701 Attention: Legal Services Division — Mail Code 158 If to QPP: City of Corpus Christi 1201 Leopard St. Corpus Christie, Texas 78401 Attention: Jamie Pyle, Projects Engineer Notice given in any other manner shall be deemed effective only if and when received by the Party to be notified. Either Party may change its address for notice by written notice to the other Party as herein provided. 7.07 GOVERNING LAW AND VENUE This Contract and the rights and obligations of the Parties hereto shall be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit brought under this Contract shall be in a court of competent jurisdiction in Travis County, Texas. QPP irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. Nothing in this section shall be construed as a waiver of sovereign immunity by the GLO or QPP. 7.08 DISPUTE RESOLUTION If a Contract dispute arises that cannot be resolved to the satisfaction of the Parties, either Party may notify the other Party in writing of the dispute. If the Parties are unable to satisfactorily resolve the dispute within fourteen (14) days of the written notification, the Parties must use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve the dispute. This provision shall not apply to any matter with respect to which either Party may make a decision within its respective sole discretion. GLO Contract No. 14-331-000-8557 CEPRA Project No. 1605 Page 12 of 13 7.09 ENTIRE CONTRACT AND MODIFICATIONS This Contract, its integrated attachment(s), and any purchase order issued in conjunction with this Contract constitute the entire agreement of the Parties and are intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in such attachment(s) and/or purchase order shall be harmonized with this Contract to the extent possible. Unless such integrated attachment or purchase order specifically displays a mutual intent to amend a particular part of this Contract, general conflicts in language shall be construed consistently with the terms of this Contract. 7.10 PROPER AUTHORITY Each Party hereto represents and warrants that (1) it has authority to perform under this contract under authority granted in Chapter 791, Texas Government Code, and (2) the person executing this Contract on its behalf has full power and authority to enter into this Contract. QPP acknowledges that this Contract is effective for the period of time specified in the Contract. Any services performed by QPP before this Contract is effective or after it ceases to be effective are performed at the sole risk of QPP. 7.11 COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be an original, and all such counterparts shall together constitute but one and the same Contract. If the Contract is not executed by QPP within thirty (30) days of receipt, this Contract may be declared null and void, in the sole discretion of the GLO. 7.12 SEVERABILITY If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract shall be construed as if such provision did not exist and the non - enforceability of such provision shall not be held to render any other provision or provisions of this Contract unenforceable. 7.13 FORCE MAJEURE Except with respect to the obligation of payments under this Contract, if either of the Parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, rule, or regulation of governmental authority; or similar events that are beyond the control of the affected Party (collectively referred to as a "Force Majeure"), then, while so prevented, the affected Party's obligation to comply with such covenant shall be suspended, and the affected Party shall not be liable for damages for failure to comply with such covenant. In any such event, the Party claiming Force Majeure shall promptly notify the other Party of the Force Majeure event in writing and, if possible, such notice shall set forth the extent and duration thereof. The Party claiming Force Majeure shall exercise due diligence to prevent, eliminate, or overcome such Force Majeure event where it is possible to do so and shall resume performance at the earliest possible date. However, if non-performance continues for more than thirty (30) days, the GLO may, at its sole discretion, terminate this Contract immediately upon written notification to QPP. SIGNATURE PAGE FOLLOWS GLO Contract No. 14-331-000-8557 CEPRA Project No. 1605 Page 13 of 13 SIGNATURE PAGE FOR GLO CONTRACT No. 14-331-000-8557 CEPRA PROJECT No. 1605 GENERAL LAND OFFICE CITY OF CORPUS CHRISTI Larry L. Laine, Chief Clerk/ Deputy Land Conunissioner Date of execution: EGAL CSD -PM CSD-Dcpu CR -PM CR-Dcpu AGC GC Name: Title: Date of execution: ATTACHMENTS TO THIS CONTRACT: ATTACHMENT A: PROJECT WORK PLAN AND BUDGET ATTACHMENT B: PROJECT LOCATION MAP(S) ATTACHMENT C: GENERAL AFFIRMATIONS ATTACHMENTS FOLLOW Attachment A GLO Contract No. 14-331-000-8557 Page 1 of 3 WORK PLAN MCGEE BEACH NOURISHMENT, CEPRA PROJECT # 1605 DATA COLLECTION, FINAL DESIGN, PERMITTING, AND CONSTRUCTION OVERSIGHT 1. To address erosion of approximately 1,800 feet of Gulf shoreline at McGee Beach, the GLO shall: a. Expend from the CEPRA account an amount not to exceed $5,000 of In -Kind services to the project budget. b. Manage the project and identify, document, and confer with the Qualified Project Partner, the exact location and extent of the Project area. c. Confirm with the Qualified Project Partner, the preferred alternative(s) for erosion response at the Project site. d. Contract with a professional services provider to: document existing conditions/applications; review and summarize historical data and engineering studies; collect data and conduct surveying as required; verify that all permit requirements have been met; develop construction drawings and final design; provide plans, specifications and bid package; prepare final construction cost estimate; provide bidding assistance and contract award recommendations for a construction contractor; perform construction contract administration services including on-site observation of the work; conduct post -project closeout program; determine post -project monitoring e. Assist the City of Corpus Christi with procuring other contracting services if necessary or required. f. Estimate total project costs and cost-sharing requirements. g. Provide financial point of contact. 2. To address erosion of approximately 1,800 feet of Gulf shoreline at McGee Beach, the Qualified Project Partner shall: a. Provide $264,000 of match funding to the GLO. b. Confer and cooperate with the GLO, the exact location and extent of the Project area. c. Enter into an agreement with the GLO to financially support the ongoing maintenance of the beach. d. Confer and cooperate with the GLO on the selection of the professional service provider, scopes of work, preferred alternatives, and construction plan. e. Procure other related contracting services if necessary or required Attachment A GLO Contract No. 14-331-000-8557 Page 2 of 3 f. Identify, document, and coordinate with the GLO any in-kind services that will count toward the cost-sharing requirement under this Agreement: labor; contractual; volunteers; equipment; and supplies. g. Document local support (local associations, foundations, and others). h. Confer and cooperate with the GLO to establish a process for obtaining land owner consent, if needed. i. Provide financial point of contact. Attachment A Contract No. 14-331-000-8557 Page 3 of 3 BUDGET MCGEE BEACH NOURISHMENT, CEPRA PROJECT #1605 PROJECT COSTS CONTRACTUAL City of Corpus Christi - CASH AMOUNT Task 1.Data Collection, Permitting, Engineering, Construction Oversight $264,000.00 $269,000.00 CEPRA: CEPRA - IN-KIND $5,000.00 CEPRA's TOTAL IN-KIND CONTRIBUTION Subtotal $269,000.00 TOTAL PROJECT CASH CONTRIBUTIONS TOTAL PROJECT COST NOT TO EXCEED $269,000.00 COST SHARING SUMMARY QUALIFIED PROJECT PARTNER (QPP): City of Corpus Christi - CASH $264,000.00 QPP's TOTAL CASH CONTRIBUTION $264,000.00 CEPRA: CEPRA - IN-KIND $5,000.00 CEPRA's TOTAL IN-KIND CONTRIBUTION $5,000.00 TOTAL PROJECT CASH CONTRIBUTIONS $264,000.00 TOTAL PROJECT CONTRIBUTIONS $269,000.00 * Please specify when using historically underutilized business as required by state law. Attachment B Contract No. 14-331-000-8557 Page 1 of 2 stepnerwrnerf ueourne: 6�3,.. .Corsicana Brant=,. Coleman. CCtfton . Browrwioad • Mama f ��Waco • • • San Angelo 44 Brady Copperas Cove Killeen/ Ciente vill4 2771 Ana Menard piedras egras Heide 5 Marble Falls 0, ' Kerrville ra"key • Uvalde ■ Batesville Ashertnn r New Braunfels r / San Antonio Karnes City aTift�en Beeville Temple Georgetown /Austin San Marcos Cotul la Nuevo Laredo Laredo Ciudad AnaLuac Ciudad Sabinas Hidalgo tISD ;eneral Ciudad .obedo Apodaca ulna • •, Monterrey Santiago Zapata Gonzales Mabe" \ Freer • China Kingsville. 0Cuero Victoria Palestine Crockett Hrin 'Ile Bryan .,-1 Conroe aBrenham • Th Woodlands Houston , •* :•4-4s_ .41 • iissouri City Texas City Galveston Bay City Palacios Co r`ptis hrisli „� McAlier t; Reynosa; • ',Ciudad Rto Br Matamoros 4Vatle,He Jasper Kirbyvilte aur Like Jackson Project Location CEPRA 1605 McGee Beach Nourishment TMTem cmpoois.mat H nl,S,de,,,d toenv w tv Ma km *h,4 vr. MdKd. rti n.VIS uor o.katie b w}�Iend osp.r,a'doawnd R/' lf4Nweuegr�t Costar. 0wsam T'wr ad P.<1... Printed: Mar 27, 2014 CEPRA 1605 McGee Beach Nourishment ThT Ltwai..rak<mat. romr:«<aos or carpoer,, ,..,msa wyaway..mm>v.u,uoz/w,On<ra.wTh3r,. cfl>— an! toils ,.y ar..n rocw ocanm otoolo ,..m tor ne=rp an<W. Printed: Mar 27, 2014 N Attachment C Page 1 of 2 GENERAL AFFIRMATIONS Provider agrees without exception to the following affirmations: 1. The Provider has not given, offered to give, nor intends to give at anytime hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with this Contract. 2. Pursuant to Title 10, Section 2155.004 of the Texas Government Code, the Provider has not received compensation from the GLO for preparing any part of this Contract. 3. Under Section 231.006, Family Code, the vendor or applicant certifies that the individual or business entity named in this contract, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate. Any Provider subject to this section must include names and Social Security numbers of each person with at least twenty-five percent (25%) ownership in the business entity named in this Contract. This information must be provided prior to execution of any offer. 4. Provider certifies that the individual or business entity named in this Contract: i) has not been subjected to suspension, debarment, or similar ineligibility to receive the specified contract as determined by any federal, state, or local governmental entity; ii) is in compliance with the State of Texas statutes and rules relating to procurement; and iii) is not listed on the federal government's terrorism watch list as described in executive order 13224. Entities ineligible for federal procurement are listed at http://www.epls.gov. Provider acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate. 5. Provider agrees that any payments due under this Contract will be applied towards any debt, including, but not limited to, delinquent taxes and child support that is owed to the State of Texas. 6. Provider certifies that they are in compliance with Texas Government Code, Title 6, Subtitle B, Section 669.003, relating to contracting with the executive head of a state agency. If this section applies, Provider will complete the following information in order for the bid to be evaluated: Name of Former Executive: Name of State Agency: Date of Separation from State Agency: Position with Provider: Date of Employment with Provider: 7. Provider agrees to comply with Texas Government Code, Title 10, Subtitle D, Section 2155.4441, relating to the purchase of products produced in the State of Texas under service contracts. Attachment C Page 2 of 2 8. Provider understands that acceptance of funds under this Contract acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Provider further agrees to cooperate fully with the State Auditor's Office, or its successor, in conducting the audit or investigation, including providing all records requested. Provider will ensure that this clause is included in any subcontract it awards. 9. Provider certifies that if it employs any former employee of the GLO, such employee will perform no work in connection with this Contract during the twelve (12) month period immediately following the employee's last date of employment at the GLO. 10. The Provider shall not discriminate against any employee or applicant for employment because of race, disability, color, religion, sex, age, or national origin. The Provider shall take affirmative action to ensure that applicants are employed and that employees are treated without regard to their race, color, sex, religion, age, disability, or national origin. Such action shall include, but is not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Provider agrees to post notices, which set forth the provisions of this non- discrimination article, in conspicuous places available to employees or applicants for employment. The Provider shall include the above provisions in all subcontracts pertaining to the work. 11. Provider understands that the GLO does not tolerate any type of fraud. The agency's policy is to promote consistent, legal, and ethical organizational behavior by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. Providers are expected to report any possible fraudulent or dishonest acts, waste, or abuse affecting any transaction with the GLO to the GLO's Internal Audit Director at 512.463.5338 or tracey.hall@glo.state.tx.us NOTE: Information, documentation, and other material in connection with this Contract may be subject to public disclosure pursuant to the "Public Information Act," Chapter 552 of the Texas Government Code. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK au E 4-) �• cu E o a� z cu bA a cu co co V O CU S— CUc Project to address erosion of ca N N O 4- O N 4- 0 0 00 r -I >- aw ca •X O i Q 0 co Professional Services to collect data • • • Perform construction administrative • • • igikawde,00 EitOPAlna1'1IP44.�Agog „illa 9RRPNG'MR; 'NC”' 011116411110 G1 vs n3U To a }, o a Project Schedule 0 z 0 2 2 u_ 0 z 0 o s a a) 0 Q co co0 CO �--r N 1 RS 0 U 0 s > U L -D U Q) r-1 1 O Ura cu •— L U cu .= 0 cu Q E 0 Project Budget PROJECT FUNDS AVAILABLE: O O O O O O O O O O O O O O O O O O O o O O O O O O O O Lf) Lf) O O Lf) 0- 0 O 0 0 0 CO Lf) — a) N d- CO O N— N EA- d9 d9 d9 J H 0 H FUNDS REQUIRED: U) E U) E Q 0 C) 0 0 C) a) Engineering -Texas General Land Office Reimbursements: J H 0 H ESTIMATED PROJECT BUDGET BALANCE AGENDA MEMORANDUM Future Item for the City Council Meeting of November 11, 2014 Action Item for the City Council Meeting of November 18, 2014 DATE: October 27, 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 THRU: FROM: Valerie H. Gray, P.E., Interim Executive Director, Public Works ValerieG@cctexas.com 361-826-3729 Lawrence Mikolajczyk, Director, Solid Waste Operations Lawm@cctexas.com 361-826-1971 Solid Waste Operations Department Contract for Anti -Litter Program and Media Campaign CAPTION: Motion ratifying expenditures of $106,017.15 incurred through the advertising firm of Bucket Works, and authorizing the City Manager to execute an addendum to the Bucket Works contract for additional expenditures not to exceed $20,000 to complete the ongoing anti -litter campaign. PURPOSE: The purpose is to ratify expenditures totaling $106,017.15 incurred with the advertising firm of Bucket Works, as part of the Solid Waste Operations Department effort to reduce litter through education, marketing, and media advertisement. To complete the ongoing anti litter campaign, authorization is sought to incur additional expenditures with Bucket Works not to exceed $20,000. BACKGROUND AND FINDINGS: The Solid Waste Operations department entered into a Phase I contract for professional fees of $47,300 with Bucket Works, in February 2014 to develop and administer the City's anti -litter campaign. Phase II was to be an amendment to the original contract. Under the Phase I services, the City has incurred additional expenses of $58,717.15 ($46,487.15 for media purchases and fees, and $12,230 in professional fees) for a total amount of $106,017.15. The entire amount is well within the budgeted amount. The $46,487.15 is an overage Bucket Works spent primarily on media buying fees that were programmed to be billed directly to the City. An additional amount of $12,230 over the original contract amount was a Phase II activity that was was spent in Phase I. Total expenses incurred to date is $106,017.15. This item furthers authorizes an additional $20,000 in professional services and media fees to complete Phase II of the The "Leave it better than you found it" anti -litter campaign. ALTERNATIVES: 1. Approve the above motion to ratify expenditures incurred and extend the services of Bucket Works. 2. Do not approve. (Not Recommended) OTHER CONSIDERATIONS: The use of the Communication Department and other advertising agencies will be considered for future anti -litter campaigns and other Solid Waste Department initiatives. CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Management and Budget, Finance, City Attorney FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Prior Years TOTALS Line Item Budget $225,000.00 $92,850.88 $317,850.88 Encumbered / Expended Amount $13,166.27 $92,850.88 $106,017.15 This item $20,000.00 $0 $20,000.00 BALANCE $191,833.73 $0 $191,833.73 Fund: General Fund, Solid Waste Administration, Professional Services Account Comments: A balance payments not to exceed $20,000 to Bucket Works will fund professional services and media buying fees associated with the ongoing anti -litter education and outreach campaign. RECOMMENDATION: Approval if this item is recommended. LIST OF SUPPORTING DOCUMENTS: Bucket Works Contract Addendum Bucket Works Litter Ordinance Education Campaign Page 1 of 2 ttt Bucket Works Agency/Advertiser Contract- Addendum Creative Brief Bucket Works will create and execute the anti -litter education campaign, "Leave It Better Than You Found It- CC Pledge", that will focus on community outreach and education as outlined in the attached BW Education Campaign Outline- CC Pledge. Fee: Agency fee is based on hourly rate of $100.00. Agency will invoice 15% media buying fee on all applicable media, and client will pay direct to media outlet. Any contracted professional services such as graphic design, photography, video production, video production editing; printing, etc.; such charges will pre -approved by the advertiser prior to and paid directly by the advertiser. Contract Duration: October 1, 2014 - March 1, 2015 Project to not exceed $20,000 (Includes agency fee and 15% media buying fee. Does not include approved contract services.) 1. Payment All invoices are payable upon receipt. A $50 service charge is payable on all overdue balances for reissuing each invoice at 31, 61 and 90 days from the date of original invoice. The grant of any license or right of copyright is conditioned on receipt of full payment. 2. Default in payment The Advertiser shall assume responsibility for cost outlays by agency in all collections of unpaid fees and of legal fees necessitated by default in payment. Invoices in default will include but are not limited to fees for collection and legal costs. 3. Estimates The fees and expenses listed in "estimates" are based on a maximum estimate. Any line items not listed as contracted services will be assessed at $100.00 per hour and the agency shall keep the Advertiser apprised of a tally of hours within a reasonable period of time. Final fees and expenses shall be shown when invoice is rendered. 4. Changes The Advertiser must assume that all additions, alterations, changes in content, layout or process changes requested by the Advertiser will alter the time and cost. The Advertiser shall offer the Agency the first opportunity to make any changes. 5. Cancellation In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be retained by the Agency, and a cancellation fee for work completed, and expenses already incurred, shall be paid by the Advertiser. Cancellation fee is based on the hours submitted, if the project is on an hourly basis or a percentage based on the time estimate for the entire job. A 100% cancellation fee is due once the project has been finished, whether delivered to the Advertiser or not. If the project is on an hourly basis and the project is canceled by the Advertiser, the Advertiser agrees to pay no less than 100% of the hours already billed for the project at the time of cancellation. 6. Ownership and return of artwork The Agency retains ownership of all original artwork whether preliminary or final. If transfer of ownership of all rights is desired, the rates may be increased. If the Advertiser wishes the ownership of the rights to a specific design or concept, these may be purchased at any time for a recalculation of the hourly rate on the time billed or the entire project cost. 7. Credit Lines The Agency and any other creators shall receive a credit line with any editorial usage. If similar credit lines are to be given with other types of usage, it must be so indicated here. Page 2 of 2 8. Modifications Modifications of the terms of this contract must be written and authorized by both parties, involving the implementation of a new version of the contract as a whole following standard procedures of documentation and approval. 9. Code of fair practice The Agency warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Agency has full authority to make this agreement; and that the work prepared by the Agency does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Advertiser or others may make of the Agency's product that may infringe on the rights of others. Advertiser expressly agrees that it will hold the Agency harmless for all liability caused by the Advertiser's use of the Agency's product to the extent such use infringes on the rights of others. 10. Limitation of liability Advertiser agrees that it shall not hold the Agency or his/her agents or employees liable for any incidental or consequential damages that arise from the Agency's failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Agency or Advertiser, any Advertiser representatives or employees, or a third party. 11. Dispute Resolution Any disputes in excess of the maximum limit for small -claims court arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Advertiser shall pay all arbitration and court cost, reasonable attorney's fees, and legal interest on any award of judgment in favor of the Agency. All actions, whether brought by Advertiser or by Agency will be filed in the Agency's state/county of business/residence. 12. Acceptance of terms The signature of both parties shall evidence acceptance of these terms. ( .1- ] 11S UtLiej Bucket Works, LLC Agency: Date: 10/17/2014 Advertiser: City of Corpus Christi Date: Acceptance of terms The action of the sending and receipt of this agreement via electronic method will hold both parties in acceptance of these terms. The Agency as sender and the Advertiser as recipient will acknowledge acceptance of these terms either through an e-mail noting acceptance or acceptance is acknowledged at the beginning of any work on said project. Electronic signatures shall be considered legal and binding. This contract is held accountable to the legal system of Nueces County and any applicable statutes held therein. 711 N. Carancahua, Suite 1603 Corpus Christi, TX 78401 Telephone (361) 884-2992 Fax (361) 882-1711 www.bucketworksadvertising.com Bucket Works advertising • association management • political campaigns Litter Ordinance Education Campaign 711 N. Carancahua, Suite 1603 Corpus Christi, TX 78401 Telephone (361) 884-2992 Fax (361) 882-171 www.bucketworksadvertising.com Litter Ordinance Education Campaign* Oct. 1, 2014 - March 1, 2015 Educational Campaign: "CC Pledge" Bucket Works Cost: To not exceed $20,000 (includes media buying fee) SERVICES INCLUDE: Agency Services: $5,000 Advertising, Marketing & Public Relations Services • Design/Production Hours o Billboard ads o Print ads o Digital ads o Social media ads o Out of Home ads o Truck wraps • Media planning with non-traditional media outlets • Social Media Development o Facebook messaging o Twitter messaging o Instagram messaging • Public Relations Services o Write and publish opinion editorials o Write and publish letters to the editor Community Outreach • Retailers o Partner outreach o Development of online marketing toolbox o Updates to mobile application • Schools o Partner outreach o Assistance with curriculum update o Contests coordination o Updates to mobile application • Events o Partner outreach o Development of online marketing toolbox o Updates to mobile application o Contests coordination Media Buying Fee- Not to exceed $15,000 Amount based on approved media budget of $100,000. Bucket Works receives 15% media buying fee on all applicable media. 1 Bucket Works, LLC- Litter Ordinance Education Campaign CONTRACTED SERVICES TO BE PAID DIRECTLY BY THE CLIENT Vendor Costs- Not to exceed $13,050 (not included in Bucket Works $20,000 estimate): • Enlightened Images o Estimate: $5,050 o Production of one English and one Spanish :30 TV spot ■ One full-day shoot ■ Editing for English and Spanish spot ■ Music track ■ Casting fee ■ Talent fee • Ensemble Group o Estimate: $8,000 o Virtual pledge build ■ 4 page pledge (main page plus 3 pledge detail pages) ■ Link to social media pages for sharing ■ Background graphics as measurement tool ■ Pledge partner logo section ■ Video and picture capabilities ■ Partner Area to include: o Capabilities to download media kits o Capabilities to sign in with authentic log -in ■ Admin Area to include: o Capabilities for minor editing of copy, pictures and video o Capabilities for editing partner tool kit o Pledge database o Partner database with assigned access codes for tool box for tracking purposes Agency fee is based on hourly rate of $100.00. Agency will invoice 15% media buying fee on all applicable media and will add as a line item on each invoice, and client will pay direct to media outlet. *Program only includes Agency fee. Estimate does not include any print production. Contracted vendors will be paid directly by Client. 1 Bucket Works, LLC- Litter Ordinance Education Campaign AGENDA MEMORANDUM Future Item for the City Council Meeting of November 11, 2014 Action Item for the City Council Meeting of November 18, 2014 DATE: October 21, 2014 TO: Ronald L. Olson, City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Nominating voestalpine Texas, LLC as a Double Jumbo Texas Enterprise Zone Project CAPTION: Resolution nominating voestalpine Texas, LLC ("voestalpine") to the Office of the Governor Economic Development & Tourism ("EDT") through the Economic Development Bank ("Bank") as a Double Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act ("Act"). PURPOSE: The purpose of this item is to nominate voestalpine as a Double Jumbo Texas Enterprise Zone project in order to make them eligible for State sales tax rebates for investments and the creation of jobs. BACKGROUND AND FINDINGS: Under State Law, the Office of the Governor - Economic Development and Tourism Division through the Texas Economic Development Bank administers the Texas Enterprise Zone (TEZ) Program. According to the Texas Enterprise Zone Act, Chapter 2303, Texas Government Code, the purpose of the program is to encourage job creation and retention and capital investment in areas of economic distress. The 78th Legislature amended the act to increase participation in the program, decrease paperwork and streamline the process. Under the amended act, communities are no longer required to submit an application and fee to create an Enterprise Zone; designation of an Enterprise Zone is automatic based on decennial figures. Areas designated as Enterprise Zones include census block groups with 20 % poverty and areas federally designated as Renewal Communities. Previously designated Enterprise Zones will be designated until their expiration, after which the area would need to meet the 20 % poverty guideline. A project seeking designation as a Texas Enterprise Zone Project still must seek nomination from the governing body to the Office of the Governor for consideration and designation. A designated project located in the Texas Enterprise Zone must agree to hire at least 25 %of its employees from the Enterprise Zone or economically disadvantaged groups and in return will receive a refund of sales and use tax (SUT) paid to the Office of the Comptroller. This project is located within an Enterprise Zone. The Program allows a refund of $2,500 for each job created or retained, up to 500 jobs. If investment levels are adequate, the local nominating governing body may nominate a project as a Double or Triple Jumbo Project designation, increasing the value per job created or retained to $5,000 or $7,500, respectively. Therefore, a Double Jumbo Project can receive a rebate of up to $2.5 million, and a Triple Jumbo Project can receive a rebate of up to $3.75 million. Level of Capital Investment Max Jobs Max Refund Per Max Potential Allocated Job Allocated Refund $40,000 - $399,999 10 $2,500 $25,000 $400,000 - $999,999 25 $2,500 $62,000 $1,000,000 - $4,999,999 125 $2,500 $312,500 $5,000,000 - $149,999,999 500 $2,500 $1,250,000 Double Jumbo Project $150,000-000 - $249,999,999 500 $5,000 $2,500,000 Triple Jumbo Project $250,000,000 + 500 $7,500 $3,750,000 The maximum refund that a business may receive is for 500 employees. If a company has more than 500 employees, it can request a designation to receive rebates for those employees over 500. To do this they must have another investment over and above the original designation. State Law allows communities with a population more than 250,000 to nominate up to nine projects per biennium which begins in September of each odd year through June of the following odd year. A Double Jumbo Project assumes two of the number of projects allowable and a Triple assumes three. Thus far, the City has nominated three businesses for this biennium. This nomination will use two of the City's four remaining nominations of local businesses. The City of Corpus Christi has nominated a number of projects in the past including Valero, Bay Ltd, CITGO, Stripes, Flint Hills Resources, and TPCO. Since 2003, the designated Enterprise Zone Projects have resulted in at least $2.278 billion in investment in Corpus Christi. This local capital investment represents a significant portion of all of the combined capital investment made in enterprise zones across the state. The Company plans to construct iron and steel (including the processing of iron and steel) facilities potentially in multiple phases, Phase I of which shall be a direct reduced iron ("DRI") plant for the production of hot briquetted iron ("HBI"). The DRI/HBI plant covers an area of 82 acres for Phase I of the La Quinta site. Approximately 14,000 tons of structural steel, 10,000 tons of mechanical equipment, 1.6 million ft3 of reinforced concrete and 540,000 ft2 of road surface will be constructed and installed. The reduction of the iron ore takes place in a 400 foot high DRI -tower, which holds an 800 ton reactor vessel. Depending on the chosen technology, a 300 foot long and 30 foot wide natural gas reformer is required. Further, up to 31 buildings, with a total floor space of approximately 400,000 ft2, will be constructed. Handling the in -bound and out -bound materials requires the construction of a 1,030 foot long and 100 foot wide high- performance dock with two unloading cranes and one ship loader. The equipment is designed to handle 3.7 million tons of iron ore pellets and 2.0 million tons of HBI annually. The total investment of up to $700,000,000 will be comprised of approximately • $40,000,000 for the construction of buildings • $660,000,000 machinery, equipment, the erection of the dock and its equipment and construction services (including $55,000,000 for pollution reduction equipment.) This capital investment and creation of 150 jobs represent the basis for this Double Jumbo Enterprise Project nomination. ALTERNATIVES: Due to State statute only the City can be the nominating authority. OTHER CONSIDERATIONS: Corpus Christi has nine designations for the current biennium and has used five. CONFORMITY TO CITY POLICY: This conforms to City policy of promoting economic development, attracting primary jobs to the area, and is regional in scope. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: None FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital x Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund: Comments: This incentive is a rebate of the State's portion of the sales tax and does not have a negative fiscal impact to the city. RECOMMENDATION: Staff recommends approval of the resolution to nominate voestalpine Texas, LLC as a Double Jumbo Enterprise Project, as presented. LIST OF SUPPORTING DOCUMENTS: Resolution — voestalpine Texas, LLC Ordinance — Corpus Christi Texas Enterprise Zone (passed August 19, 2014) Page 1 of 2 Resolution nominating voestalpine Texas, LLC ("voestalpine") to the Office of the Governor Economic Development & Tourism ("EDT") through the Economic Development Bank ("Bank") as a Double Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act ("Act"). WHEREAS, the City of Corpus Christi ("City") has previously passed on August 26, 2014, Ordinance No. 030260 electing to participate in the Texas Enterprise Zone Program, and the local incentives offered under this Resolution are the same on this date as were outlined in Ordinance No. 030260; WHEREAS, the EDT through the Bank will consider voestalpine as a double jumbo enterprise project pursuant to a nomination and an application made by the City; WHEREAS, the City desires to pursue the creation of the proper economic and social environment in order to induce the investment of private resources in productive business enterprises located in the City and to provide employment to residents of enterprise zones and to other economically disadvantaged individuals; WHEREAS, pursuant to the Act, voestalpine has applied to the City for designation as a double jumbo enterprise project; and WHEREAS, the City finds that voestalpine, located at 2800 La Quinta Terminal Road, Portland, Texas 78374, meets the criteria for designation as a double jumbo enterprise project under the Act on the following grounds: 1. voestalpine is a "qualified business" under Section 2303.402 of the Act since it will be engaged in the active conduct of a trade or business at a qualified business site located outside of an enterprise zone and at least thirty-five percent (35.0%) of the business' retained employees are residents of an enterprise zone or economically disadvantaged individuals; 2. There has been and will continue to be a high level of cooperation between public, private, and neighborhood entities in the area: and 3. The designation of voestalpine as a double jumbo enterprise project will contribute significantly to the achievement of the plans of the City for development and revitalization of the area; WHEREAS, the City finds that voestalpine meets the criteria for tax relief and other incentives adopted by the City and nominates voestalpine for double jumbo enterprise project status on the grounds that it will be located at a qualified business site and will create a higher level of employment, economic activity, and stability; and WHEREAS, the City finds that it is in the best interest of the City to nominate voestalpine as a double jumbo enterprise project pursuant to the Act; Page 2 of 2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the findings of the City Council and its actions approving this Resolution taken at the council meeting on November 18, 2014, are hereby approved and adopted. SECTION 2. That voestalpine is a "qualified business" as defined in Section 2303.402 of the Act and meets the criteria for designation as a double jumbo enterprise project as set forth in the Act. SECTION 3. That the enterprise project shall take effect on the date of designation of the enterprise project by the EDT and terminate 5 years after the date of designation. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas of , 2014 Nelda Martinez Mayor The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Jr. Priscilla G. Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott THE STATE OF TEXAS § COUNTY OF NUECES § CITY OF CORPUS CHRISTI CERTIFICATION OF PUBLIC RECORD 1, the undersigned City Secretary of the City of Corpus Christi, Texas, so certify that the following is a true and correct copy of Ordinance No. 030260 passed and approved by Corpus Christi City Council on August 26, 2014 as same appears in the Official Records of the City of Corpus Christi, Texas, of which the City Secretary's Office is the lawful custodian. WITNESSETH MY HAND and the Official Seal of the City of Corpus Christi, Texas, this 28th day of August, 2014. (5 E A L) 1 Rebecca Huerta City Secretary Corpus Christi, Texas City of Corpus Christi Rebecca Huerta, City Secretary P.D. Box 9277 Corpus Christi, Texas 78469-9277 (361) 826-3145 rebeccah@cctexxas.Com ORDINANCE Authorizing the City Of Corpus Christi to participate in the Texas Enterprise Zone Program under the Texas Enterprise Zone Act, Chapter 2303, Texas Government Code (The "Act"), providing tax incentives; Designating a liaison for overseeing Enterprise Projects and communicating with interested Parties WHEREAS, the City of Corpus Christi, Texas ("Corpus Christi") desires to create the proper economic and social environment to induce the investment of private resources in productive business enterprises located in severely distressed areas of the City and to provide employment to residents of those areas; and WHEREAS, with proper notice to the public, a public hearing to consider this ordinance was held on Tuesday, August 19, 2014, during a meeting of the City Council, in the Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that passage of this ordinance would best serve public health, necessity, and 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. The local incentives identified and summarized briefly in the attached Exhibit A, at the election of the governing body, are or will be made available to the nominated Project or activity of the qualified business site. SECTION 2. The City designates the City Manager or his designee as the City's liaison to communicate and negotiate with the EDT through the Bank and enterprise project(s) and to oversee zone activities and communications with qualified businesses and other entities in an enterprise zone or affected by an enterprise project. SECTION 3. This order shall take effect from and after its passage as the law and charter in such case provides. That the foregoing ordinance was read for the first time and passed to its second reading on this the 19th day of August, 2014, by the following vote: Nelda Martinez Wit, Kelley Allen�� Rudy Garza Priscilla Leal OJ/1\J-Mark Scott David Loeb Chad Magill Colleen McIntyre Lillian Riojas H A ['I 13' Page 2 of 2 That the foregoing ordinance was read for the second time and passed finally on this the 26th day of August, 2014, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal a Mark Scott David Loeb PASSED AND APPROVED, this the 26th day of August, 2014. Rebecca Huerta City Secretary Nelda Martine Mayor Page 3 of 3 Exhibit "A" Incentives offered by the City of Corpus Christi Name of Incentive Description of Incentive Availability 1 Tax abatement Property tax reduction As approved by City Council 2 Tax Increment Financing Financing through the creation of tax increment reinvestment zones Citywide improvement projects 3 Freeport Exemption Property tax exemption for °°Freeport Property" Citywide 4 Economic DevelopmentCorpus Sales Tax 4A Contribution Christi Business & Job Development Corporation (4A Funds; now Type A) Citywide 5 Chapter 380 Agreement The City may provide economic incentives in accordance with the Corpus Christi Chapter 380 Economic development Program Policies and Procedures Citywide 6Incentives Other Tax Deferrals, Tax Refunds or Tax The City has three industrial districts that provide a platform for 1 the City to negotiate a payment in lieu of taxes Must be located in one of the city's three industrial districts 7 Impactllnspection Fee Exemptions The City may offer reduced development fees or a waiver of development fees to projects that meet specific eligibility criteria Citywide 8 Capital Improvement in Water and Sewer Facilities The City may provide infrastructure improvements for industries Citywide 9 Zoning Changes or Variances Allows changes in the zoning and variances. As approved by City Council 10 Building Code Exemptions Businesses in an industrial district are exempt from zoning, permitting, and building code enforcement requirements Must be located in one of the city's three industrial districts 11 Streamlined Permitting City may streamline the development permitting process, applicants must apply through the Corpus Christi EDC Citywide 12 Improved Fire and Police Protection Safety and protection of city residents. Citywide 13 Community Crime Prevention Programs Neighborhood Watch Program Citywide Page 4 of 4 14 Name of Incentive Special Public Transportation Routes or Reduced Fares Description of Incentive The City may provide special transportation routes or fares to city residents upon request Availability Citywide 15 Road Repair The City is in charge of implementing a multi -faceted street improvement plan Citywide 16 Low -Interest Loans for Housing Rehabilitation or New Construction Encourage home ownership for city residents through Section 108 Loan Guarantee Program Citywide 17 Low -Interest Loans for Business Section 108 Loan Guarantee Program Citywide 18 Problem Resolution Center Resource center for city residents Citywide 19 Promotion and Marketing Services Corpus Christi Regional Economic Development Corporation Citywide 20 Job Training and Employment Services Offered through the Corpus Christi Business & Job Development Corporation Citywide 21 Retraining Program Offered through the Corpus Christi Business & Job Development Corporation Citywide 22 Literacy and Employment Skills Programs Offered through the Corpus Christi Business & Job Development Corporation Citywide 23 Vocational Education Offered through the Corpus Christi Business & Job Development Corporation Citywide 24 Customized Job Training Offered through the Corpus Christi Business & Job Development Corporation Citywide AGENDA MEMORANDUM Future Item for the City Council Meeting of November 11, 2014 Action Item for the City Council Meeting of November 18, 2014 DATE: October 22, 2014 TO: Ronald L. Olson, City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Nominating Flint Hills Resources Corpus Christi, LLC as a Double Jumbo Texas Enterprise Project CAPTION: Resolution nominating Flint Hills Resources Corpus Christi, LLC ("Flint Hills") to the Office of the Governor Economic Development & Tourism ("EDT") through the Economic Development Bank ("Bank") as a Double Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act ("Act"). PURPOSE: Designate Flint Hills for a double jumbo concurrent designation for the Texas Enterprise Zone incentive. BACKGROUND AND FINDINGS: Under State Law, the Office of the Governor - Economic Development and Tourism Division through the Texas Economic Development Bank administers the Texas Enterprise Zone (TEZ) Program. According to the Texas Enterprise Zone Act, Chapter 2303, Texas Government Code, the purpose of the program is to encourage job creation and retention and capital investment in areas of economic distress. The 78th Legislature amended the act to increase participation in the program, decrease paperwork and streamline the process. Under the amended act, communities are no longer required to submit an application and fee to create an Enterprise Zone; designation of an Enterprise Zone is automatic based on decennial figures. Areas designated as Enterprise Zones include census block groups with 20 % poverty and areas federally designated as Renewal Communities. Previously designated Enterprise Zones will be designated until their expiration, after which the area would need to meet the 20 % poverty guideline. A project seeking designation as a Texas Enterprise Zone Project still must seek nomination from the governing body to the Office of the Governor for consideration and designation. A designated project located in the Texas Enterprise Zone must agree to hire at least 25 %of its employees from the Enterprise Zone or economically disadvantaged groups and in return will receive a refund of sales and use tax (SUT) paid to the Office of the Comptroller. This project is located within an Enterprise Zone. The Program allows a refund of $2,500 for each job created or retained, up to 500 jobs. If investment levels are adequate, the local nominating governing body may nominate a project as a Double or Triple Jumbo Project designation, increasing the value per job created or retained to $5,000 or $7,500, respectively. Therefore, a Double Jumbo Project can receive a rebate of up to $2.5 million, and a Triple Jumbo Project can receive a rebate of up to $3.75 million. Level of Capital Investment Max Jobs Max Refund Per Max Potential Allocated Job Allocated Refund $40,000 - $399,999 10 $2,500 $25,000 $400,000 - $999,999 25 $2,500 $62,000 $1,000,000 - $4,999,999 125 $2,500 $312,500 $5,000,000 - $149,999,999 500 $2,500 $1,250,000 Double Jumbo Project $150,000-000 - $249,999,999 500 $5,000 $2,500,000 Triple Jumbo Project $250,000,000 + 500 $7,500 $3,750,000 The maximum refund that a business may receive is for 500 employees. If a company has more than 500 employees, it can request a designation to receive rebates for those employees over 500. To do this they must have another investment over and above the original designation. State Law allows communities with a population more than 250,000 to nominate up to nine projects per biennium which begins in September of each odd year through June of the following odd year. A Double Jumbo Project assumes two of the number of projects allowable and a Triple assumes three. Thus far, the City has nominated three businesses for this biennium. This nomination will use two of the City's four remaining nominations of local businesses. The City of Corpus Christi has nominated a number of projects in the past including Valero, Bay Ltd, CITGO, Stripes, Flint Hills Resources, and TPCO. Since 2003, the designated Enterprise Zone Projects have resulted in at least $2.278 billion in investment in Corpus Christi. This local capital investment represents a significant portion of all of the combined capital investment made in enterprise zones across the state. As Flint Hills announced on May 29, 2014, Flint Hills received approval from the U.S. Environmental Protection Agency and the Texas Commission on Environmental Quality for a $600 million project at its West Refinery to process more domestic crude. This project will allow Flint Hills to process more of the crude received from Eagle Ford, while reducing criteria air emissions. This project also received media attention in 2013 for its collaboration with the University of Texas Environmental Law Clinic, which represents Citizens for Environmental Justice, and the Environmental Integrity Project (EIP). Flint Hills Resources worked with both organizations and agreed to additional emission reduction projects, more stringent operating requirements, monitoring and reporting. Flint Hills has proactively sought a working partnership with the UT -Environmental Law Clinic and EIP. These measures are above and beyond regulatory requirements. Flint Hills has been a part of this community since 1980. It operates two Corpus Christi refineries: the West Refinery, with a capacity of about 230,000 barrels per day, and the East Refinery, with a capacity of about 70,000 barrels per day. If the project is put in operation, up to 10 full-time employees may be added in addition to the retention of existing jobs at the site. The current employment level at the site is in excess of 1,300 employees as well as over 2,000 contractors. When the new construction begins, it will require additional contractors at the site. Flint Hills' investment of $600 million will include an added light ends unit, extensive crude unit conversion, and expansion of its hydrotreater expansion. This capital investment and retention of 500 jobs represent the basis for this double jumbo enterprise project nomination ALTERNATIVES: Due to State statute no other entity can be the nominating authority. The City can choose not to nominate the company. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This conforms to City policy of promoting economic development, attracting and retaining primary jobs to the area, and is regional in scope. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital x Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Comments: This incentive is a rebate of the State's portion of the sales tax and does not have a negative fiscal impact to the city. RECOMMENDATION: Staff recommends approval of the Resolution to nominate Flint Hills Corpus Christi, LLC as a double jumbo Enterprise Project, as presented. LIST OF SUPPORTING DOCUMENTS: Resolution — Flint Hills TEZ Ordinance — Corpus Christi Texas Enterprise Zone (passed August 19, 2014) Page 1 of 2 Resolution nominating Flint Hills Resources Corpus Christi, LLC ("Flint Hills") to the Office of the Governor Economic Development & Tourism ("EDT") through the Economic Development Bank ("Bank") as a Double Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act ("Act"). WHEREAS, the City of Corpus Christi ("City") has previously passed on August 26, 2014, Ordinance No. 030260 electing to participate in the Texas Enterprise Zone Program, and the local incentives offered under this Resolution are the same on this date as were outlined in Ordinance No. 030260; WHEREAS, the EDT through the Bank will consider Flint Hills as a double jumbo enterprise project pursuant to a nomination and an application made by the City; WHEREAS, the City desires to pursue the creation of the proper economic and social environment in order to induce the investment of private resources in productive business enterprises located in the City and to provide employment to residents of enterprise zones and to other economically disadvantaged individuals; WHEREAS, pursuant to the Act, Flint Hills has applied to the City for designation as a double jumbo enterprise project; and WHEREAS, the City finds that Flint Hills, located at 2825 Suntide Road, Corpus Christi Texas 78409, meets the criteria for designation as a double jumbo enterprise project under the Act on the following grounds: 1. Flint Hills is a "qualified business" under Section 2303.402 of the Act since it will be engaged in the active conduct of a trade or business at a qualified business site located in an enterprise zone and at least twenty-five percent (25.0%) of the business' retained employees are residents of an enterprise zone or economically disadvantaged individuals; 2. Flint Hills is located in an enterprise zone, which is in Census Tract 50, Block Group 1, as defined by the most recent federal decennial census available at the time of designation, in which at least 20 percent of the residents of the block group have an income at or below 100 percent of the federal poverty level; 3. The designation of Flint Hills as a double jumbo enterprise project will contribute significantly to the achievement of the plans of the City for development and revitalization of the area; WHEREAS, the City finds that Flint Hills meets the criteria for tax relief and other incentives adopted by the City and nominates Flint Hills for double jumbo enterprise project status on the grounds that it will be located at a qualified business site and will create a higher level of employment, economic activity, and stability; and Page 2 of 2 WHEREAS, the City finds that it is in the best interest of the City to nominate Flint Hills as a double jumbo enterprise project pursuant to the Act; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the findings of the City Council and its actions approving this Resolution taken at the council meeting on November 18, 2014, are hereby approved and adopted. SECTION 2. That Flint Hills is a "qualified business" as defined in Section 2303.402 of the Act and meets the criteria for designation as a double jumbo enterprise project as set forth in the Act. SECTION 3. That the enterprise project shall take effect on the date of designation of the enterprise project by the EDT and terminate 5 years after the date of designation. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas of , 2014 Nelda Martinez Mayor The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Jr. Priscilla G. Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott THE STATE OF TEXAS § COUNTY OF NUECES § CITY OF CORPUS CHRISTI CERTIFICATION OF PUBLIC RECORD 1, the undersigned City Secretary of the City of Corpus Christi, Texas, so certify that the following is a true and correct copy of Ordinance No. 030260 passed and approved by Corpus Christi City Council on August 26, 2014 as same appears in the Official Records of the City of Corpus Christi, Texas, of which the City Secretary's Office is the lawful custodian. WITNESSETH MY HAND and the Official Seal of the City of Corpus Christi, Texas, this 28th day of August, 2014. (5 E A L) 1 Rebecca Huerta City Secretary Corpus Christi, Texas City of Corpus Christi Rebecca Huerta, City Secretary P.D. Box 9277 Corpus Christi, Texas 78469-9277 (361) 826-3145 rebeccah@cctexxas.Com ORDINANCE Authorizing the City Of Corpus Christi to participate in the Texas Enterprise Zone Program under the Texas Enterprise Zone Act, Chapter 2303, Texas Government Code (The "Act"), providing tax incentives; Designating a liaison for overseeing Enterprise Projects and communicating with interested Parties WHEREAS, the City of Corpus Christi, Texas ("Corpus Christi") desires to create the proper economic and social environment to induce the investment of private resources in productive business enterprises located in severely distressed areas of the City and to provide employment to residents of those areas; and WHEREAS, with proper notice to the public, a public hearing to consider this ordinance was held on Tuesday, August 19, 2014, during a meeting of the City Council, in the Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that passage of this ordinance would best serve public health, necessity, and 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. The local incentives identified and summarized briefly in the attached Exhibit A, at the election of the governing body, are or will be made available to the nominated Project or activity of the qualified business site. SECTION 2. The City designates the City Manager or his designee as the City's liaison to communicate and negotiate with the EDT through the Bank and enterprise project(s) and to oversee zone activities and communications with qualified businesses and other entities in an enterprise zone or affected by an enterprise project. SECTION 3. This order shall take effect from and after its passage as the law and charter in such case provides. That the foregoing ordinance was read for the first time and passed to its second reading on this the 19th day of August, 2014, by the following vote: Nelda Martinez Wit, Kelley Allen�� Rudy Garza Priscilla Leal OJ/1\J-Mark Scott David Loeb Chad Magill Colleen McIntyre Lillian Riojas H A ['I 13' Page 2 of 2 That the foregoing ordinance was read for the second time and passed finally on this the 26th day of August, 2014, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal a Mark Scott David Loeb PASSED AND APPROVED, this the 26th day of August, 2014. Rebecca Huerta City Secretary Nelda Martine Mayor Page 3 of 3 Exhibit "A" Incentives offered by the City of Corpus Christi Name of Incentive Description of Incentive Availability 1 Tax abatement Property tax reduction As approved by City Council 2 Tax Increment Financing Financing through the creation of tax increment reinvestment zones Citywide improvement projects 3 Freeport Exemption Property tax exemption for °°Freeport Property" Citywide 4 Economic DevelopmentCorpus Sales Tax 4A Contribution Christi Business & Job Development Corporation (4A Funds; now Type A) Citywide 5 Chapter 380 Agreement The City may provide economic incentives in accordance with the Corpus Christi Chapter 380 Economic development Program Policies and Procedures Citywide 6Incentives Other Tax Deferrals, Tax Refunds or Tax The City has three industrial districts that provide a platform for 1 the City to negotiate a payment in lieu of taxes Must be located in one of the city's three industrial districts 7 Impactllnspection Fee Exemptions The City may offer reduced development fees or a waiver of development fees to projects that meet specific eligibility criteria Citywide 8 Capital Improvement in Water and Sewer Facilities The City may provide infrastructure improvements for industries Citywide 9 Zoning Changes or Variances Allows changes in the zoning and variances. As approved by City Council 10 Building Code Exemptions Businesses in an industrial district are exempt from zoning, permitting, and building code enforcement requirements Must be located in one of the city's three industrial districts 11 Streamlined Permitting City may streamline the development permitting process, applicants must apply through the Corpus Christi EDC Citywide 12 Improved Fire and Police Protection Safety and protection of city residents. Citywide 13 Community Crime Prevention Programs Neighborhood Watch Program Citywide Page 4 of 4 14 Name of Incentive Special Public Transportation Routes or Reduced Fares Description of Incentive The City may provide special transportation routes or fares to city residents upon request Availability Citywide 15 Road Repair The City is in charge of implementing a multi -faceted street improvement plan Citywide 16 Low -Interest Loans for Housing Rehabilitation or New Construction Encourage home ownership for city residents through Section 108 Loan Guarantee Program Citywide 17 Low -Interest Loans for Business Section 108 Loan Guarantee Program Citywide 18 Problem Resolution Center Resource center for city residents Citywide 19 Promotion and Marketing Services Corpus Christi Regional Economic Development Corporation Citywide 20 Job Training and Employment Services Offered through the Corpus Christi Business & Job Development Corporation Citywide 21 Retraining Program Offered through the Corpus Christi Business & Job Development Corporation Citywide 22 Literacy and Employment Skills Programs Offered through the Corpus Christi Business & Job Development Corporation Citywide 23 Vocational Education Offered through the Corpus Christi Business & Job Development Corporation Citywide 24 Customized Job Training Offered through the Corpus Christi Business & Job Development Corporation Citywide AGENDA MEMORANDUM Future Item for the City Council Meeting of November 11, 2014 Action Item for the City Council Meeting of November 18, 2014 DATE: October 21, 2014 TO: Ronald L. Olson, City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Type A Grant for Service Corps of Retired Executives (SCORE) Chapter 221 for Fiscal Year 2015 CAPTION: Resolution approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Service Corps of Retired Executives (SCORE) Chapter 221 to provide grant up to $50,000 to assist small businesses and authorizing the City Manager, or designee, to execute a Project Support Agreement with the Corpus Christi Business and Job Development Corporation to administer the SCORE Chapter 221 Small Business Incentives Agreement. PURPOSE: Approve a Type A Grant for SCORE to assist small businesses through workshops and counseling for Fiscal Year 2015 BACKGROUND AND FINDINGS: SCORE has been aiding small businesses in Corpus Christi through their outreach by holding workshops on various subjects of use to the small business owner, and by providing counseling through face to face meetings and through emails. SCORE will have a contractor to coordinate the workshops and the advertising for these workshops. They have helped over 2,000 small businesses in the city each year for the past three years. SCORE has received funding since 2008. The Type A Board approved the grant during their October 20, 2014 meeting. ALTERNATIVES: The help that they provide is not available anywhere else. The Small Business Development Center could offer some of the counseling services but they are limited on resources. OTHER CONSIDERATIONS: By helping small businesses the City is increasing the economic development and growing future jobs. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and helping small businesses thrive in Corpus Christi. EMERGENCY / NON -EMERGENCY: NON -EMERGENCY DEPARTMENTAL CLEARANCES: FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 50,000 50,000 Encumbered / Expended Amount This item 50,000 50,000 BALANCE 0 0 Fund: Type A Fund 1140 Comments: Council approved the Type A budget for 2014-2015 RECOMMENDATION: Staff recommends that the City Council authorize the City Manager to enter into a one year Type A agreement LIST OF SUPPORTING DOCUMENTS: Resolution Small Business Incentive Agreement SCORE Business Support Agreement Page 1 of 2 RESOLUTION Approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Service Corps of Retired Executives (SCORE) Chapter 221 to provide grant up to $50,000 to assist small businesses and authorizing the City Manager, or designee, to execute a Project Support Agreement with the Corpus Christi Business and Job Development Corporation to administer the SCORE Chapter 221 Small Business Incentives Agreement. WHEREAS, the Corpus Christi Business and Job Development Corporation ("Type A Corporation") has budgeted funds to assist businesses create or retain jobs in the City of Corpus Christi, Texas ("City"). WHEREAS, the Type A Corporation has requested proposals from businesses that will create or retain jobs within the City, and determined that the proposal from SCORE to assist small businesses within the City will best satisfy this goal; WHEREAS, City Council deems that it is the best interest of the City and citizens to approve the business incentives agreement to assist small businesses between the Type A Corporation and SCORE; WHEREAS, there is a need for a business incentive project support agreement between the City and the Type A Corporation for the implementation and administration of the business incentives agreement to assist small businesses between the Type A Corporation and SCORE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the business incentives agreement for business development between the Type A Corporation and SCORE to assist small businesses within the City of Corpus Christi, which agreement is on file with the City Secretary's Office, is approved. SECTION 2. That the City Manager, or designee, is authorized to execute a project support agreement between the City and Type A Corporation for the implementation and administration of the business incentives agreement with SCORE, which agreement is on file with the City Secretary's Office. This resolution takes effect upon City Council approval on this the day of , 2014. RESOLUTION - SCORE ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary APPROVED: day of , 2014. Corpus Christi, Texas of , 2014 Page 2 of 2 Nelda Martinez Mayor The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Jr. Priscilla G. Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott RESOLUTION - SCORE BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND SERVICE CORPS OF RETIRED EXECUTIVES (SCORE) CHAPTER 221 FOR JOB TRAINING This Business Incentive Agreement for Job Training ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Service Corps of Retired Executives Chapter 221 ("SCORE), a Washington, D.C. non-profit corporation. 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, Section 504.002 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 State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on October 18, 2010, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council approved on November 9, 2010; WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, SCORE will provide assistance to small businesses, persons, and entities desiring to begin and operate a small business in Corpus Christi by mentoring clients; conducting workshops; and advising clients as to business plans, pro -forma statements, forms of business entity, financial implications of business decisions, and all other aspects of small business operations; WHEREAS, SCORE proposes to retain an executive assistant/coordinator to assist SCORE volunteers in administrating the assistance program; WHEREAS, on September 15, 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 SCORE, SCORE Type A Small Business Development Agreement 09 16 2014 through this Agreement with SCORE, to be used by SCORE to provide assistance to small businesses. In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and SCORE 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. a. The term of this Agreement is for one year from October 1, 2014,.through September 30, 2015. b. This Agreement may be extended at the option of the Corporation for up to two additional one year terms, contingent upon annual appropriation of funds and approval of the City Council. c. If this Agreement is extended for subsequent period, this Agreement may be amended by adoption of a revised Schedule A, which is attached to and incorporated into this Agreement. 3. Performance Requirements and Grants. The Performance Requirements and Grants are listed in Exhibit A, which is attached to and incorporated into this Agreement. 4. Utilization of Local Contractors and Suppliers. SCORE agrees to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business, with a goal of 50% of the total dollar amount of all construction contracts and supply agreements being paid to local contractors and suppliers. For the purposes of this section, the terra "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. SCORE agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of SCORE to comply with the Local Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if SCORE is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder. 5. Utilization of Disadvantaged Business Enterprises ("DBE'}. SCORE agrees to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women -owned business enterprises and historically -underutilized business enterprises. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of 2 SCORE Type A Small Business Development Agreement 09 16 2014 the business as complying with state or federal standards for qualification as such an enterprise. SCORE agrees to a goal of 30% of the total dollar amount of all construction contracts and supply agreements being paid to disadvantaged business enterprises, with a priority made for disadvantaged business enterprises which are local. SCORE agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of SCORE to comply with the DBE Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if SCORE is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, 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 disadvantaged business enterprises, including minority business enterprises women -owned business enterprises and historically -underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. 6. Living Wage Requirement. In order to count as a permanent full-time job under this agreement, the job should provide a "living wage for the employee. The target living wage under this agreement is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. 7. Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its employees during the term of the Agreement. 8. Warranties. SCORE warrants and represents to Corporation the following: a. SCORE is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. SCORE has the authority to enter into and perforin, and will perform, the terms of this Agreement to the best of its ability. c. SCORE 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. SCORE 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 person executing this Agreement on behalf of SCORE is duly authorized to execute this Agreement on behalf of SCORE. 3 SCORE Type A Small Business Development Agreement 09 16 2014 f. SCORE does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, SCORE is convicted of a violation under §U.S.C. Section 1324a(f), SCORE shall repay the payments received under this Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than the 120th day after the date SCORE has been notified of the violation. 9. Compliance with Laws. During the Term of this Agreement, SCORE shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 10. Non -Discrimination. SCORE covenants and agrees that SCORE will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 11. Force Majeure. if the Corporation or SCORE are prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or SCORE are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 12. Assignment. SCORE may not assign all or any part 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. 13. Indemnity. SCORE covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with SCORE activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. SCORE must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 4 SCORE Type A Small Business Development Agreement 09 16 2014 14. Events of Default by SCORE. The following events constitute a default of this Agreement by SCORE: a. The Corporation or City determines that any representation or warranty on behalf of SCORE contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against SCORE or any attachment or other levy against the property of SCORE with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. SCORE makes an assignment for the benefit of creditors. d. SCORE files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. if taxes owed by SCORE become delinquent, and SCORE fails to timely and properly follow the legal procedures for protest or contest. f. SCORE changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. g. SCORE fails to comply with one or more terms of this Agreement. 15. Notice of Default. Should the Corporation or City determine that SCORE is in default according to the terms of this Agreement, the Corporation or City shall notify SCORE in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for SCORE to cure the event of default. 16. Results of Uncured Default by SCORE. After exhausting good faith attempts to address any default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of SCORE, 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. SCORE shall immediately repay all funds paid by Corporation to them under this Agreement. b. SCORE shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. 5 SCORE Type A Small Business Development Agreement 09 16 2014 c. Upon payment by SCORE of all sums due, the Corporation and SCORE shall have no further obligations to one another under this Agreement. 17. 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 SCORE's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time SCORE 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. 18. SCORE specifically agrees that Corporation shall only be liable to SCORE for the actual amount of the money grants to be conveyed to SCORE, and shall not be liable to SCORE 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 Tess 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 SCORE to be accompanied by all necessary supporting documentation. 19. 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 SCORE Type A Small Business Development Agreement 0916 2014 20. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: SCORE Chapter 221: SCORE 221 Chapter Chair 2820 South Padre Island Drive Suite 108 Corpus Christi, Texas 78408 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above, 21. Incorporation of other documents. The Type A Guidelines, as amended, are incorporated into this Agreement. 22. 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. 23. Relationship of Parties. In performing this Agreement, both the Corporation and SCORE 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. 24. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do riot in any way limit or amplify the terms and provisions of this Agreement. 7 SCORE Type A Small Business Development Agreement 09 16 2014 25. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future 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. 26. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 27. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and SCORE. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 28. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. (Remainder of this page intentionally left blank) 8 SCORE Type A Small Business Development Agreement 09 16 2014 MARGARET E. THOMPSON Yom! Notary Public. State or Texos My Commission Expires July 24, 2018 Corpus Christi Business & Job Development Corporation By: Bart Braselton President Date: Attest: By: Rebecca Huerta Assistant Secretary SCORE Cha -r 221 By: Date: Dove resident THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on R , 2014, by Joe Dove, President for Service Corps of Retired Executives (SC E) Chapter 221, a Washington, D.C. non-profit corporatin, behalf of the corporation. Notary 'u, c State of Te as 9 SCORE Type A Small Business Development Agreement 0916 2014 EXHIBIT A PERFORMANCE MEASURES AND CORPORATION GRANTS 1. Corporation will reimburse SCORE by grant for all direct expenses related to the project. The total reimbursements may not exceed Fifty Thousand Dollars ($50,000.00). 2. Providing 1,620 hours of general and technical services to small businesses through volunteer counselors. 3. SCORE agrees to the following reporting and monitoring provisions, and failure to fully and timely comply with any one requirement is an act of default. 4. SCORE shall provide quarterly reports on its performance requirements. The reports must document: a. Number of face to face consultations between SCORE volunteers and small business owners or prospective owners. b. Number of workshops with description of workshop and number of attendees. c. Number of small business owners or prospective owners who were provided counseling by email or on-line services. 5. SCORE, during normal working hours, at its Corpus Christi, Texas, facility, shall allow Corporation and its designee, the City's Economic Development Department ("Department"), reasonable access to SCORE's employment records and books, to verify employment and all other relevant records related to each of the other economic development considerations and incentives, as stated in this agreement, but the confidentiality of records and information shall be maintained by Corporation and Department, unless the records and information shall be required by a court order, a lawfully issued subpoena, or at the direction of the Office of the Texas Attorney General. 10 SCORE Type A Small Business Development Agreement 09 16 2014 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 01, Title 12, Texas Local Government Code ("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 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 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, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Type A Corporation; WHEREAS, Service Corps Of Retired Executives Chapter 221 ("SCORE") has submitted a proposal to the Type A Corporation for a $50,000 grant to assist small businesses in Corpus Christi; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas, to fund SCORE's assistance of small businesses in Corpus Christi; and 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 the Creation of Jobs between the Type A Corporation and SCORE related to SCORE's assistance of small businesses in Corpus Christi ("Business Incentive Agreement"). 2. Term. The term of this Project Service Agreement runs concurrently with the term of the Business Incentives Agreement. Page 1 of 3 Type A Business Support Agreement - SCORE 2015 3. Services to be Provided by City. a. The City Manager or designee shall administer funding on behalf of the Type A Corporation. b. The City Manager or designee shall perform contract administration responsibilities outlined in the Business Incentives Agreement for the Type A Corporation. 4. Appropriation of Funds. Any future payments by the City are subject to appropriation of funds by City Council. 5. Effective Date. The effective date of this Project Service Agreement is October 1, 2014. 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 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. {Remainder of this page intentionally left blank] Page 2 of 3 Type A Business Support Agreement - SCORE 2015 The City of Corpus Christi Corpus Christi Business & Job Development Corporation Ronald L. Olson City Manager Bart Braselton President Date: Date: Attest Rebecca Huerta City Secretary Type A Business Support Agreement - SCORE 2015 Page 3 of 3 AGENDA MEMORANDUM Future Item for the City Council Meeting of November 11, 2014 Action Item for the City Council Meeting of November 18, 2014 DATE: October 21, 2014 TO: Ronald L. Olson, City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson @ccredc.com Type A Grant Extension for Del Mar College Internship Program CAPTION: Resolution approving extension of a Small Business Incentives Agreement between the Corpus Christi Business And Job Development Corporation and Del Mar College ("Del Mar") for one year until September 30, 2015, and to provide a grant amount of up to $173,223 for an intern program for small businesses PURPOSE: Approve an extension of a Type A Grant for Del Mar Internship Program for one year through September 30, 2015 BACKGROUND AND FINDINGS: Del Mar has a program where students can work for a local company as an intern. The local company will pay minimum wage while the Type A grant will match the wage. This encourages companies to hire interns, it allows the student to get real work experience, and has a goal to create new jobs. The Type A Board has funded this program since 2007. They are requesting $173,223 funding through September 30, 2015. The current agreement allows the Type A Board to extend the length of the agreement for one year. The business support agreement runs with the Type A agreement and does not need to be extended. ALTERNATIVES: Some local companies do offer internships but these are large companies and they recruit nationwide. This allows local small companies to use interns. OTHER CONSIDERATIONS: By helping students get intern position companies can see what young talent is already in our area and this also gives the students job training to get them to stay in Corpus Christi. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and helping small businesses thrive in Corpus Christi. EMERGENCY / NON -EMERGENCY: NON -EMERGENCY DEPARTMENTAL CLEARANCES: FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 173,223 173,223 Encumbered / Expended Amount This item 173,223 173,223 BALANCE 0 0 Fund: Type A RECOMMENDATION: Staff recommends that the City Council approve a resolution to extend the Type A agreement with Del Mar until September 30, 2015. LIST OF SUPPORTING DOCUMENTS: Resolution — Del Mar Intern Agreement — Del Mar Intern Program (08/23/12) Agreement - Business Support Agreement (08/23/12) Page 1 of 2 RESOLUTION Resolution approving extension of a Small Business Incentives Agreement between the Corpus Christi Business And Job Development Corporation and Del Mar College ("Del Mar") for one year until September 30, 2015, and to provide a grant amount of up to $173,223 for an intern program for small businesses WHEREAS, the Corpus Christi Business and Job Development Corporation ("Type A Corporation") has budgeted funds to assist businesses create or retain jobs in the City of Corpus Christi, Texas ("City"). WHEREAS, the Type A Corporation has requested proposals from businesses that will create or retain jobs within the City, and determined that the proposal from Del Mar for an intern program for small businesses within the City will best satisfy this goal; WHEREAS, City Council deems that it is the best interest of the City and citizens to approve the business incentives agreement for an intern program for small businesses between the Type A Corporation and Del Mar; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That an extension until September 30, 2015, of the business incentives agreement for the creation and retention of jobs between the Type A Corporation and Del Mar that provides for an intern program for small businesses within the City of Corpus Christi, which is attached to this resolution as Exhibit A, granting Del Mar $173,223, is approved. This resolution takes effect upon City Council approval on this the day of , 2014. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary RESOLUTION Del Mar Intern Nelda Martinez Mayor APPROVED: day of , 2014. Corpus Christi, Texas of , 2014 The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Jr. Priscilla G. Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott RESOLUTION Del Mar Intern Page 2 of 2 SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND DEL MAR COLLEGE FOR AN INTERN PROGRAM TO SUPPORT SMALL BUSINESSES This Small Business Incentives Agreement for ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Del Mar College, a Texas institution of higher education ("Del Mar"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vemon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, Section 504.002 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 State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council incorporated into the City of Corpus Christi Economic Development Incentive Policies 2009-2011 on November 17, 2009; WHEREAS, Section 501.073 of The Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, Del Mar has requested business development funds from the Board to assist small businesses by providing access to students, who will serve as intems in professional level positions; WHEREAS, the small businesses will pay the student intems minimum wage (currently $7.25 per hour) and Del Mar will match the small business contribution. WHEREAS, the interns will be selected based on the needs of the small businesses with the goal of providing the businesses with resources that make the businesses more effective and provide growth opportunities; WHEREAS, the primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development, and job creation; Page 1 of 9 BUSINESS INCENTIVE AGREEMENT -DEL MAR Interns 717 2012.docx WHEREAS, the goal of the project is the creation of 1 new full time job for every 10 internship positions funded (a 10% new job "return on investment"); WHEREAS, a secondary benefit of the small business intern program is providing students real- world experience, while they are making a living wage without working extended hours and developing potential full-time employment opportunities following graduation; In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Del Mar 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. a. The term of this Agreement is for one year from August 17, 2012, through August 16, 2013. b. This Agreement may be extended at the option of the Corporation for up to four additional one year terms, contingent upon annual appropriation of funds and approval of the City Council. c. If this Agreement is extended for subsequent period, this Agreement may be amended by adoption of a revised Schedule A, which is attached to and incorporated into this Agreement. 3. Grant. a. The Corporation will grant Del Mar an incentive of up to One Hundred Seventy Three Thousand Two Hundred Twenty Three Dollars ($173,223.00), which must be used to fund one half of the salary of up to a total of 93 interns during the Fall Semester of 2012, Spring Semester of 2013, and Summer Session in 2013, and the entire salary on two interns hired to help administer the program during the Fall and Spring Semesters and Summer Session. The interns will be paid twice the minimum wage, while participating in Del Mar's Small Business Employer Intern Program. b. The Corporation's grant conditioned upon Del Mar's successful completion of the terms of this Agreement, including, but not limited to, the performance requirements and conditions precedent in Schedule A. c. The Corporation's grant shall be paid in monthly installments based upon evidence of the amount paid by Del Mar to the small business employers during the prior month. 4. Del Mar's Duties and Responsibilities. a. Del Mar shall provide administrative oversight and direct supervision for the placement of interns in the Del Mar's Small Business Employer Intern Program. b. Del Mar shall create and maintain not less than two part-time intern (2) employment positions to assist in the Small Business Employer Intern Program in Corpus Christi, Page 2 of 9 BUSINESS INCENTIVE AGREEMENT -DEL MAR Intems 717 2012.docx Nueces County, Texas, during the term of this Agreement. The intern must be paid twice the minimum wage, which is scheduled to be $7.25 per hour. c. Del Mar shall place, with small businesses in Corpus Christi, up to the total number of interns specified in Schedule A, during any the academic year. (1) Since the primary goal of the Del Mar's Small Business Employer Intern Program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development, and job creation, placements must be based on the needs of the small business with the goal of providing the business with resources that make the business more effective and provide growth opportunities for the businesses. (2) For the purpose of this section a small business may include chambers of commerce, non-profit organizations, and other entity that will use the intern to assist existing, start-up, and home based small businesses in the City; recruit new small business to the City; assist the expansion of existing small businesses in the City; help entrepreneurs create start-up businesses; or help the owners and managers of small businesses develop their businesses. d. Del Mar shall ensure that the small business employer of each intern pays the student intern the minimum wage, and Del Mar shall match the small business employer's payments to the interns. e. Del Mar shall try to place the interns for 19 hours per week and 12 weeks per semester or summer session. f. Del Mar shall work with the small businesses that receive interns under the program to encourage the creation of permanent full time jobs for the interns or similarly qualified individuals. 5. Job Creation/Training Qualification. a. In order to count as a created job under this Agreement, the job must pay wages at least as high as the wages required by Section 501.162 of the Act, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. b. In order to qualify for funds to provide job training under this Agreement, Del Mar agrees to create new jobs that pay wages at least as high as the wages required by Section 501.162 of the Act, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. c. A "job" is defined in the Type A Guidelines as a full-time employee, contractor, consultant, or leased employee who has a home address in the Corpus Christi MSA. d. Del Mar agrees to confirm and document to the Corporation that the minimum number of jobs created as a result of funding provided by this Agreement is maintained throughout the term by the Business. Page 3 of 9 BUSINESS INCENTIVE AGREEMENT -DEL MAR Intems 7 17 2012.docx e. Del Mar agrees to provide Corporation with a sworn certificate by authorized representative of each business assisted under this Agreement certifying the number of full-time permanent employees employed by the business. f. Del Mar shall ensure that the Corporation is allowed reasonable access to personnel records of the businesses assisted under this Agreement. 6. Reports and Monitoring. a. Del Mar shall provide a report at the end of each semester or summer session certifying the status of compliance through the life of the Agreement. Documentation for jobs may be in the form of quarterly IRS 941 returns, Del Mar employer Quarterly Reports, or employee rosters that show the hours worked and the positions filled, and such other reports as may reasonably be required. b. Del Mar, during normal working hours shall allow the Corporation and its designee, City of Corpus Christi Economic Development Department, reasonable access to Del Mar's employment records and books, to verify employment and all other relevant records related to each of the other economic development considerations and incentives, as stated in this Agreement, but the confidentiality of the records and information must be maintained by Corporation and its designee, unless such records and information shall be required by a court order, a lawfully issued subpoena, or at the direction of the Office of the Texas Attorney General. 7. Warranties. Del Mar warrants and represents to Corporation the following: a. Del Mar is a Texas institution of higher education duly organized, validly existing, and in good standing under the laws of the State of Texas, has all institution power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Del Mar has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Del Mar 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. Del Mar 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 Del Mar are duly authorized to execute this Agreement on behalf of Del Mar. f. Del Mar does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Del Mar is convicted of a violation under §U.S.C. Section 1324a(f), Del Mar shall repay the payments at the rate and according to the terms as specified by City Ordinance, as amended, not later than the 120th day after the date Del Mar has been notified of the violation. Page 4 of 9 BUSINESS INCENTIVE AGREEMENT -DEL MAR Intems 7 17 2012.docx 8. Compliance with Laws. Del Mar shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 9. Non -Discrimination. Del Mar covenants and agrees that Del Mar will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 10. Force Majeure. If the Corporation or Del Mar are prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Del Mar are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 11. Assignment. Del Mar may not assign all or any part 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 Del Mar covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with Del Mar activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. Del Mar must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 13. Events of Default by Del Mar. The following events constitute a default of this Agreement by Del Mar: a. The Corporation or City determines that any representation or warranty on behalf of Del Mar contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against Del Mar or any attachment or other levy against the property of Del Mar with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. Del Mar makes an assignment for the benefit of creditors. Page 5 of 9 BUSINESS INCENTIVE AGREEMENT -DEL MAR Intems 7 17 2012.docx d. Del Mar files a petition in bankruptcy, or adjudicated insolvent or bankrupt. e. If taxes owed by Del Mar become delinquent, and Del Mar fails to timely and properly follow the legal procedures for protest or contest. f. Del Mar 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 Del Mar is in default according to the terms of this Agreement, the Corporation or City shall notify Del Mar in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Del Mar to cure the event of default. 15. Results of Uncured Default by Del Mar. After exhausting good faith attempts to address any default during the cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Del Mar, 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. Del Mar shall immediately repay all funds paid by Corporation to them under this Agreement. b. Del Mar shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Del Mar of all sums due, the Corporation and Del Mar shall have no further obligations to one another under this Agreement. d. Neither the City, the Corporation, nor Del Mar 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 Del Mar's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Del Mar 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. Page 6 of 9 BUSINESS INCENTIVE AGREEMENT -DEL MAR Intems 7 17 2012.docx 17. Del Mar specifically agrees that Corporation shall only be liable to Del Mar for the actual amount of the money grants to be conveyed to Del Mar, and shall not be liable to Del Mar 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 Del Mar 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. 19. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Del Mar: Del Mar College Attn: President 101 Baldwin Corpus Christi, Texas 78404 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. Page 7 of 9 BUSINESS INCENTIVE AGREEMENT -DEL MAR Interns 7 17 2012.docx 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 Del Mar 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. 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 Del Mar. 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 Section 14.a and b shall survive the termination of this Agreement. Page 8 of 9 BUSINESS INCENTIVE AGREEMENT -DEL MAR Intems 7 17 2012.docx Corpus Christi Busine By: Date: Attest: evelopment Corporation Enamel Rover 1f -2Z President By: Armando Chapa Assistant Secretary Del Mar College By: J, Dr. ark Escamilla, Ph.D to President Date: 7 ` / ? THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on Escamilla, Ph.D, for Del Mar College, a political su • •�ision 1� t - college,distric eiet- 19t) ary Public ate of Texas JESSICA ANN ALANIZ Notary Public, State of Texas My Commission Expires 07/15/2016 Page 9 of 9 BUSINESS INCENTIVE AGREEMENT -DEL MAR Interns 7 17 2012.docx Res. Cs g5CA u,,,,.. sY council` --. 421119-% , 2012, by Dr. Mark the State of Texas, on behalf of EXHIBIT A PERFORMANCE MEASURES AND CORPORATION GRANTS 1. Placement of not more than a total of 93 intems with small businesses in Corpus Christi during the Fall Semester of 2012, Spring Semester of 2013, or Summer Session of 2014, plus employment of 2 intems to assist in program administration during the Fall and Spring Semesters and Summer Session. A-1 BUSINESS INCENTIVE AGREEMENT -DEL MAR Interns 717 2012.docx 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, Vemon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code ("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 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 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, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Type A Corporation; WHEREAS, Del Mar College ("Del Mar") has submitted a proposal to the Type A Corporation has requested business development funds from the Board to assist small businesses by providing access to students, who will serve as intems in professional level positions; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas, to fund Del Mar's intem program; and WHEREAS, the Type A Corporation and Del Mar have executed a small business incentive agreement for an intern program to support small businesses. 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 Small Business Incentive Agreement between the Type A Corporation and Del Mar related to Del Mars intem program to support small businesses in Corpus Christi ("Business Incentive Agreement"). Type A Business Support Agreement - Del Mar Intern Page 1 of 3 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 designee shall administer funding on behalf of the Type A Corporation. b. The City Manager or 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 Council. 5. Effective Date. The effective date of this Project Service Agreement is August 17, 2012. 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 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. Type A Business Support Agreement - Del Mar Intern Page 2 of 3 Th : City of Corp .-_ hristi ald L. City Mana er Date: 2.3A9. Attest All^40161er— Armando Chapa City Secretary Type A Business Support Agreement - Del Mar Intern Corpus Christi Job Develop nt C . poration President Date: Page 3 of 3 AGENDA MEMORANDUM Future Item for the City Council Meeting of November 11, 2014 Action Item for the City Council Meeting of November 18, 2014 DATE: October 21, 2014 TO: Ronald L. Olson, City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson @ccredc.com Type A Grant Extension for Texas A&M University — Corpus Christi Internship Program CAPTION: Resolution approving extension of a Small Business Incentives Agreement between the Corpus Christi Business And Job Development Corporation and Texas A&M University — Corpus Christi ("TAMUCC") for one year until September 30, 2015, and to provide a grant amount of up to $190,635 for an intern program for small businesses PURPOSE: Approve an extension of a Type A Grant for TAMUCC Internship Program for one year through September 30, 2015 BACKGROUND AND FINDINGS: TAMUCC has a program where students can work for a local company as an intern. The local company will pay minimum wage while the Type A grant will match the wage. This encourages companies to hire interns, it allows the student to get real work experience, and has a goal to create new jobs. The Type A Board has funded this program since 2007. They are requesting $190,635 funding through September 30, 2015. The current agreement allows the Type A Board to extend the length of the agreement for one year. The business support agreement runs with the Type A agreement and does not need to be extended. ALTERNATIVES: Some local companies do offer internships but these are large companies and they recruit nationwide. This allows local small companies to use interns. OTHER CONSIDERATIONS: By helping students get intern position companies can see what young talent is already in our area and this also gives the students job training to get them to stay in Corpus Christi. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and helping small businesses thrive in Corpus Christi. EMERGENCY / NON -EMERGENCY: NON -EMERGENCY DEPARTMENTAL CLEARANCES: FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 190,635 190,635 Encumbered / Expended Amount This item 190,635 190,635 BALANCE 0 0 Fund: Type A RECOMMENDATION: Staff recommends that the City Council approve a resolution to extend the Type A agreement with TAMUCC until September 30, 2015. LIST OF SUPPORTING DOCUMENTS: Resolution — TAMUCC Intern Program Agreement - TAMUCC Intern Program (08/22/12) Agreement - Business Support Agreement (08/23/12) Page 1 of 2 RESOLUTION Resolution approving extension of a Small Business Incentives Agreement between the Corpus Christi Business And Job Development Corporation and Texas A&M University — Corpus Christi ("TAMUCC") for one year until September 30, 2015, and to provide a grant amount of up to $190,635 for an intern program for small businesses WHEREAS, the Corpus Christi Business and Job Development Corporation ("Type A Corporation") has budgeted funds to assist businesses create or retain jobs in the City of Corpus Christi, Texas ("City"). WHEREAS, the Type A Corporation has requested proposals from businesses that will create or retain jobs within the City, and determined that the proposal from TAMUCC for an intern program for small businesses within the City will best satisfy this goal; WHEREAS, City Council deems that it is the best interest of the City and citizens to approve the business incentives agreement for an intern program for small businesses between the Type A Corporation and TAMUCC; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That an extension until September 30, 2015, of the business incentives agreement for the creation and retention of jobs between the Type A Corporation and TAMUCC that provides for an intern program for small businesses within the City of Corpus Christi, which is attached to this resolution as Exhibit A, granting TAMUCC $190,635, is approved. This resolution takes effect upon City Council approval on this the day of , 2014. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary RESOLUTION TAMUCC Intern Nelda Martinez Mayor APPROVED: day of , 2014. Corpus Christi, Texas of , 2014 The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Jr. Priscilla G. Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott RESOLUTION TAMUCC Intern Page 2 of 2 SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND TEXAS A & M UNIVERSITY -- CORPUS CHRISTI FOR AN INTERN PROGRAM TO SUPPORT SMALL BUSINESSES This Small Business Incentives Agreement for ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Texas A & M University — Corpus Christi, a Texas institution of higher education ("TAMU-CC"). WHEREAS, the Texas Legislature in Section 4A of Article `5190.6, Vemon's Texas Revised -Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Govemment Code, Section "504.002 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 State Comptroller of Texas, -effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council incorporated into the City of Corpus Christi -Economic Development Incentive Policies 2009-2011 on November 17, 2009; WHEREAS, Section 501.073 of The Act -requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, TAMU-CC has requested business development funds from the Board to assist small businesses by providing access to students, who will serve as interns in professional level positions; WHEREAS, the small businesses will pay the student interns minimum wage (currently $7.25 per hour) and TAMU-CC will match the small business contribution. WHEREAS, the interns will be selected based on the needs of the small businesses with the goal of providing the businesses with resources that -make the businesses more effective and provide growth opportunities; WHEREAS, the primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development, and job -creation; Page 1 of 9 BUSINESS INCENTIVE AGREEMENT TAMUCC Intems 07 9 2012 WHEREAS, the goal of the project is the creation of 1 new full time job for every 10 internship positions funded (a 10% new job "return on investment"); WHEREAS, a secondary benefit of the small business intern program is providing students real- world experience, while they are making a living wage without working extended hours and developing potential full-time employment opportunities following graduation; 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. a. The term of this Agreement is for one year from August 10, 2012, through August 9, 2013. b. This Agreement may be extended at the option of the Corporation for up to four. additional one year terms, contingent upon annual appropriation of funds and approval of the City Council. c. If this Agreement is extended for subsequent period, this Agreement may be amended by adoption of a revised Schedule A, which is attached to and incorporated into this Agreement. 3. Grant. a. The Corporation will grant TAMU-CC an incentive of up to One Hundred Ninety Thousand Six Hundred Thirty Five Dollars ($190,635.00), which must be used to fund one half of the salary of up to a total of 105 interns during the Fall Semester of 2012, Spring Semester of 2013, and Summer Session in 2013, and the entire salary on an intern hired to help administer the program during the fall and Spring Semesters and Summer Session. The interns will be paid twice the minimum wage, while participating in TAMU-CC's Small Business Employer Intern Program. b. The Corporation's grant conditioned upon TAMU-CC's successful completion of the terms of this Agreement, including, but not limited to, the performance requirements and conditions precedent inSchedule A. c. The Corporation's grant shall be paid in monthly installments based upon evidence of the amount paid by TAMU-CC to the small business employers during the prior month. 4. TAMU-GC's Duties and Responsibilities. a. TAMU-CC shall provide administrative oversight and direct supervision for the placement of interns in the TAMU-CC's Small Business Employer Intern Program. b. TAMU-CC shall create and maintain not less than one part-time intern -(1) employment position to assist in the Small Business -Employer Intern Program in Corpus Page 2 of 9 BUSINESS INCENTIVE AGREEMENT TAMUCC Interns 07 92012 Christi, Nueces County, Texas, during the term of this Agreement. The intern must be paid twice the minimum wage, which is scheduled to be $7.25 per hour. c. TAMU-CC shall place, with small businesses in Corpus Christi, up to the total number of interns specified in Schedule A, during any the academic year. (1) Since the primary goal of the TAMU-CC's Small Business Employer Intern Program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development, and job creation, placements must be based on the needs of the small business with the goal of providing the business with resources that make the business more effective and provide growth opportunities for the businesses. (2) For the purpose of this section a small business may include a chambers of commerce, non-profit organizations, and other entity that will use the intem to assist existing, start-up, and home based small businesses in the City; recruit new small business to the City; assist the expansion of existing small businesses in the City; help entrepreneurs create start-up businesses; or help the owner's and managers of small businesses develop their businesses. d. TAMU-CC shall ensure that the small business employer of each intern pays the student intern the minimum wage, and TAMU-CC shall match the small business employer's payments to the interns. e. TAMU-CC shall try to place the intems for 20 hours per week and 12 weeks per semester or summer session. f. TAMU-CC shall work with the small businesses that receive interns under the program to encourage the creation of permanent full time jobs for the intems or similarly qualified individuals. 5. Job Creation/Training Qualification. a. In order to count as a created job under this Agreement, the job must pay wages at least as high as the wages required by Section 501.162 of the Act, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. b. In order to qualify for funds to provide job training under this Agreement, TAMU-CC agrees to create new jobs that pay wages at least as high as the wages -required by Section 501.162 of the Act, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. c. A "job" is defined in the Type A Guidelines as a full-time employee, contractor, consultant, or leased employee who has a home address in the Corpus Christi MSA. d. TAMU-CC agrees to confirm and document to the Corporation that the minimum number of jobs created as a result of funding provided by this Agreement is maintained throughout the term by the Business. Page 3 of 9 BUSINESS INCENTIVE AGREEMENT TAMUCC Interns 07 9 2012 e. TAMU-CC agrees to provide Corporation with a swom certificate by authorized representative of each business assisted under this Agreement certifying the number of full-time permanent employees employed by the business. f. TAMU-CC shall ensure that the Corporation is allowed reasonable access to personnel records of the businesses assisted under this Agreement. 6. Reports and Monitoring. a. TAMUCC shall provide a report at the end of each semester or summer session certifying the status of compliance through the life of the Agreement. Documentation for jobs may be in the form of quarterly IRS 941 retums, TAMU-CC employer Quarterly Reports, or employee rosters that show the hours worked and the positions filled, and such other reports as may reasonably be required. b. TAMU-CC, during normal working hours shall allow the Corporation and its designee, City of Corpus Christi Economic Development Department, reasonable access to TAMU- CC's employment records and books, to verify employment and all other relevant records related to each of the other economic development considerations and incentives, as stated in this Agreement, but the confidentiality of the records and information must be maintained by Corporation and its designee, unless such records and information shall be required by a court order, a lawfully issued subpoena, or at the direction of the Office of the Texas Attorney General. 7. Warranties. TAMU-CC warrants and represents to -Corporation thefollowing: a. TAMU-CC is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. 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 TAMU-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 violation under §U.S.C. Section 1324a(f), TAMU-CC shall repay the payments at the rate and according to the terms as specified by City Ordinance, as amended, not later than the 120th day after the date TAMU-CC has been notified of the violation. Page 4 of 9 BUSINESS INCENTIVE AGREEMENT TAMUCC Intems 07 9 2012 8. Compliance with Laws. TAMU-CC shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city govemments. 9. Non -Discrimination. TAMU-CC covenants and agrees that TAMU-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 the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 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 majeure, 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 is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 11. Assignment. TAMU-CC may not assign all or any part 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. TAMU-CC covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents (`Indemnitees') against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with TAMU-CC activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. 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 with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 13. Events of Default by TAMU-CC. 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 is assessed against TAMU-CC or any attachment or other levy against the property of TAMU-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. Page 5 of 9 BUSINESS INCENTIVE AGREEMENT TAMUCC Interns 07 9 2012 e. If taxes owed by TAMU-CC become delinquent, and TAMU-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 TAMU-CC 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 occurred 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 them under this Agreement. b. TAMU-CC shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by TAMU-CC of all sums due, the Corporation and TAMU-CC shall have no further obligations to one another under this Agreement. d. Neither the City, the Corporation, nor TAMU-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. d. It is expressly understood that if at any time TAMU-CC 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. Page 6 of 9 BUSINESS INCENTIVE AGREEMENT TAMUCC Intems 07 9 2012 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. 19. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: TAMU-CC: Texas A & M University —Corpus Christi Attn: Interim Vice President, Division of Research, Commercialization and Outreach 6300 Ocean Drive, Unit 5843 Corpus Christi, Texas 78412-5843 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. Page 7 of 9 BUSINESS INCENTIVE AGREEMENT TAMUCC Interns 07 9 2012 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. 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. 27. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 28. 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. 29. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Page 8 of 9 BUSINESS INCENTIVE AGREEMENT TAMUCC Intems 07 92012 Corpus Christi Busines1• b Development Corporation By: [name] President Date: f Z ? - , D / v Attest: By: Armando Chaps Assistant Secretary Texas A & M Uni - rsity — Corpus Christi By: Luis Cifuentes Inte . Vice Presiders Division of Research, Commercialization and Outreach Date: '7 • ' 2. 1 Z THE STATE OF TEXAS COUNTY OF NUECES ATC This instrument was acknowledged before me on 7' f D ,2012, by Luis A. Cifuentes, Interim Vice President, Division of Research, Commercialization and Outreach, Texas A & M University -- or , us Christ' a Texas institution of higher education, on behalf of the uniyefsitsy. Notary Public State of Texas DEANNE HUBENAK Notary public, State of Texas Commission Fires: 05-22-2016 Notary without Bond Page 9 of 9 BUSINESS INCENTIVE AGREEMENT TAMUCC Intems 07 9 2012 EXHIBIT A PERFORMANCE MEASURES AND CORPORATION GRANTS 1. Placement of not more than a total of 105 interns with small businesses in Corpus Christi during the Fall Semester of 2012, Spring Semester of 2013, and/or Summer Session of 2013, plus employment of 1 intern to assist in program administration during the Fall and Spring Semesters and Summer Session. A --1 BUSINESS INCENTIVE AGREEMENT TAMUCC Interns 07 9 2012 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 ("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 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 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, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Type A Corporation; WHEREAS, Texas A&M University — Corpus Christi ("TAMU-CC") has submitted a proposal to the Type A Corporation has requested business development funds from the Board to assist small businesses by providing access to students, who will serve as interns in professional level positions;; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas, to fund TAMU-CC's intern program; and WHEREAS, the Type A Corporation, TAMU-CC has executed a small business incentive agreement for an intem program to support small businesses. 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 Small Business Incentive Agreement between the Type A Corporation and TAMU-CC related to TAMU-CC's intem program to support small businesses in Corpus Christi ("Business Incentive Agreement"). Type A Business Support Agreement - TAMU-CC Intern Page 1 of 3 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 designee shall administer funding on behalf of the Type A Corporation. b. The City Manager or 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 Council. 5. Effective Date. The effective date of this Project Service Agreement is August 10, 2012. 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 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. Page 2 of 3 Type A Business Support Agreement - TAMU-CC Intem The ty of Corp isti Ronald L. ,, on City Manager Date: Sp* Attest /6/1.,Serak—' Armando Chapa City Secretary Type A Business Support Agreement - TAMU-CC Intern Corpus Christi Job Develop ss & rporation President Date: _ Z " Page 3 of 3 a 01UNCIL sECRR AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of November 11, 2014 Second Reading for the City Council Meeting of November 18, 2014 DATE: October 6, 2014 TO: Ronald L. Olson, City Manager FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Rezoning from "RS -6" Residential to "RS -4.5" Residential For The George B. Gaines, Jr. Family Limited Partnership, Ltd. Property Address: 8001 Holly Road CAPTION: Case No. 0914-02 The George B. Gaines, Jr. Family Limited Partnership, Ltd.: A change of zoning from the "RS -6" Single -Family 6 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 28.461 -acre tract of land out of Lots 1 and 2, Section 32, Flour Bluff and Encinal Farm and Garden Tracts, located along the south side of Holly Road west of Paul Jones Avenue. PURPOSE: The purpose of this item is rezone the property to allow a 173 -lot single-family subdivision with minimum lot sizes of 4,500 square feet and 20 -foot front yard setbacks. RECOMMENDATION: Planning Commission and Staff Recommendation (September 24, 2014): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District to allow the construction of a single-family subdivision. The proposed rezoning would allow lots with a minimum lot size of 4,500 square feet and 45 -foot lot widths. The proposed rezoning is consistent with the adopted Future Land Use Plan, which calls for low density residential uses. The applicant is proposing the rezoning in order to allow a higher density of single-family dwellings on the property. The proposed rezoning will increase the density of the development, but the property would remain consistent with the adopted Future Land Use Plan. The proposed rezoning will not negatively impact the surrounding properties and the property to be rezoned is suitable for low density residential uses. ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The proposed rezoning is consistent with the City's Comprehensive Plan and the Future Land Use Plan. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Z Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Presentation - Aerial Map Ordinance Planning Commission Final Report Ordinance amending the Unified Development Code ("UDC"), upon application by The George B. Gaines, Jr. Family Limited Partnership, Ltd. ("Owner"), by changing the UDC Zoning Map in reference to a 28.461 -acre tract of land out of Lots 1 and 2, Section 32, Flour Bluff and Encinal Farm and Garden Tracts, from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of The George B. Gaines, Jr. Family Limited Partnership, Ltd. ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, September 24, 2014, during a meeting of the Planning Commission, and on Tuesday, October 28, 2014, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by The George B. Gaines, Jr. Family Limited Partnership, Ltd. ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a 28.461 -acre tract of land out of Lots 1 and 2, Section 32, Flour Bluff and Encinal Farm and Garden Tracts (the "Property"), located along the south side of Holly Road west of Paul Jones Avenue, from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District (Zoning Map No. 039032), as shown in Exhibits "A" and "B." Exhibit A, which is a metes and bounds description of the Property, and Exhibit B, which is a map to accompany the metes and bounds description, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez 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 City Secretary Nelda Martinez Mayor Ordinance_0914-02 Gaines Family Partnership Page 2 of 2 MURRAY BASS, JR., P.E., R.P.L.S. NIxoN M. WELSH, P.E.,R.P.L.S. www.bass-welsh.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 STA I OF TEXAS § COUNTY OF NUECES § RS 4.5 ZONING TRACT 3054 S. ALAMEDA, ZIP 78404 361 882-5521--- FAX 361 882-1265 e-mail: murrayjr@aol.com e-mail: nixmw@aol.com AUGUST 25, 2014 04037-M&B-ZONING.doc Description of a 28.461 acre tract of land, more or less, a portion of Lots 1 & 2, Section 32, Flour Bluff and Encinal Farm and Garden Tracts, a map of which is recorded in Volume "A", Pages 41 - 43, Map Records, Nueces county, Texas, said 28.461 acre tract of land as further described by metes and bounds as follows: BEGINNING at the easternmost corner of Lot "A", Block 1, Monte Verde at Terra Mar Unit 1, a map of which is recorded in Volume 65, Pages 76 & 77, said maps records, said beginning point for the northernmost corner of the tract herein described and being in the southwest right-of-way line of Holly road; THENCE S60°32'52"E 1005.10' along said southwest right-of-way line of Holly Road to a point for the easternmost corner of the tract herein described; THENCE S28°38'42"W 1,236.41' to a point for the southernmost corner of the tract herein described in the northeast right-of-way line of a 100' wide drainage right-of-way described by deeds, Volume 1922, Page 604 and Volume 1922, Page 600, both in the Deed Records of said county; THENCE N61°21'18"W 950.38' to a point for the southernmost west corner of the tract herein described in the southeast boundary line of a 12,923 SF tract of land described by deed, Document No. 2008015529, official records of said county; THENCE N28°39'45"E 185.21' along said southeast boundary line of 12,923 SF tract of land to a point for southwest interior corner of the tract herein described and easternmost corner of said 12,923 SF tract; THENCE N61°21'15"W 55.00' to a point for the northernmost west corner of the tract herein described and southernmost corner of Lot 21, Block 1, said Monte Verde at Terra Mar Unit 1; THENCE N28°39'45"E 1065.34' along the southeast boundary line of said Monte Verde at Terra Mar Unit 1, to the POINT OF BEGINNING, a sketch showing said 28.461 acre tract for RS 4.5 Zoning being attached hereto as Exhibit "B". Nixon M. Welsh, R.P.L.S. ,y IBIT "A" Page 1of 1 SECT 28 CL HOLLY RD. (80' ROW) 40' RAILROAD AND ROAD ROW, V. 292, P. 221, D.R. S60°32'52"E 1005.10' SECTION LINE SECT 31 SECT 270.$ECT 32 LOT "A" I0 N. r) LO O 0 w �2r V) > a: N L.1-1 CO O < • d M w LOT 20 LOT 19 PAVO REAL ST 70' DRAINAGE ROW, V. 65, P. 76 & 77, M.R. LOT 8, SECT 27 LOT 9, SECT 27 O J ff12923 SF TRACT, DOC. 2008015529, O.R., HOGAN DEVELOPMENT, L.P. LOT 1 LOT 2 N e/56?).<</c)c-) N O J S28°38'42"W LOT 1, SECT 32 LOT 14, SECT 32 CL 100' DRAINAGE ROW, V. 1922, P. 604, D.R. AND V. 1922, P. 600, D.R. LOT 1 LOT 14 N61°21'18"W 950.38' LOT 2 EXHIBIT "B" SKETCH TO ACCOMPANY METES AND BOUNDS DESCRIPTION 1 "=200' LOT 13 BASS AND WELSH ENGINEERING CORPUS CHRISTI, TX SURVEY REG. NO. 100027-00, TX ENGINEERING REG. NO. F-52, FILE: EXB-ZONING, JOB NO. 14002, SCALE: 1" = 200' PLOT SCALE: SAME, PLOT DATE: 8/25/14, SHEET 1 OF 1 . ,5-, 'al < PLANNING COMMISSION FINAL REPORT Case No.: 0914-02 HTE No. 14-10000034 Planning Commission Hearing Date: September 24, 2014 Applicant & Legal Description Applicant/Owner: The George B. Gaines, Jr. Family Limited Partnership, Ltd. Legal Description/Location: Being a 28.461 -acre tract of land out of Lots 1 and 2, Section 32, Flour Bluff and Encinal Farm and Garden Tracts, located along the south side of Holly Road west of Paul Jones Avenue. Zoning Request From: "RS -6" Single -Family 6 District To: "RS -4.5" Single -Family 4.5 District Area: 28.461 acres Purpose of Request: To allow development of a 173 -lot single-family subdivision with minimum lot sizes of 4,500 square feet and 20 -foot front yard setbacks. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "RS -6" Single -Family 6 Vacant Low Density Residential North "FR" Farm Rural Vacant and Estate Residential Low Density Residential South "FR" Farm Rural Vacant Low Density Residential East "RS -6" Single -Family 6 Vacant Low Density Residential West "RS -4.5" Single -Family 4.5 Low Density Residential Low Density Residential ADP, Map & Violations Area Development Development proposed consistent Map No.: Zoning Plan: The subject property is located in the Southside Area Plan (ADP) and is planned for low density residential uses. The change of zoning to the "RS -4.5" Single -Family 4.5 District is with the adopted Future Land Use Plan. 039032 Violations: None Transportation Transportation and Circulation: The subject property has access to Holly Road, which the Urban Transportation Plan designates as an "A-2" Secondary Arterial Divided roadway, requiring a 100 -foot right-of-way. The maximum desirable Average Daily Trips for an "A-2" Secondary Arterial Divided roadway is 20,000 to 32,000. Case # 0914-02 Page 2 Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Holly Road "A-2" Secondary Arterial Divided 100' ROW 54' paved 60' ROW 20' paved Not Available Staff Summary: Requested Zoning and Development Plan: The applicant is requesting a change of zoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District to allow construction of a 173 -lot single-family subdivision with minimum lot sizes of 4,500 square feet and with minimum front yard setbacks of 20 feet. The proposed development will be the first phase of Parkside Subdivision. Existing Land Uses & Zoning: The existing land use of the subject property is vacant. West of the subject property are single-family dwellings zoned "RS -4.5" Single -Family 4.5 District. East of the subject property is vacant land in the "RS -6" Single -Family 6 District proposed for future single-family development as part of the Parkside Subdivision. North and south of the subject property is vacant land in the "FR" Farm Rural District, with one existing residential dwelling on the north side existing as an estate residential use. AICUZ: The subject property is not located in a Navy Air Installation Compatibility Use Zones (AICUZ). Comprehensive Plan & Area Development Plan (ADP) Consistency: The subject property is within the boundaries of the Southside ADP and the proposed rezoning is consistent with the adopted Future Land Use Plan, which slates the property for low density residential uses. Department Comments: • The proposed rezoning to the "RS -4.5" Single -Family 4.5 District allows a higher density than the current "RS -6" Single -Family 6 District. This change of zoning would increase the density of the development from 7.26 dwellings per acre to 9.68 dwellings per acre but would remain consistent with the adopted Future Land Use Plan. • The proposed rezoning is consistent with the Comprehensive Plan. • The proposed rezoning would not negatively impact the surrounding properties and the property to be rezoned is suitable for low density residential uses. • The proposed rezoning is compatible with the present zoning and conforming uses of nearby properties and to the character of the surrounding area. Case # 0914-02 Page 3 Planning Commission and Staff Recommendation (Sept. 24, 2014): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "RS -4.5" Single -Family 4.5 District. Notification Number of Notices Mailed — 44 within 200 -foot notification area; 2 outside notification area As of September 29, 2014: In Favor — 0 (inside notification area); 0 (outside notification area) In Opposition — 2 (inside notification area); 0 (outside notification area) For 2.96% in opposition. Attachments: 1. Location Map (Existing Zoning & Notice Area) 2. Parkside Subdivision Preliminary Plat AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of November 11, 2014 Second Reading for the City Council Meeting of November 18, 2014 DATE: September 30, 2014 TO: Ronald L. Olson, City Manager FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Rezoning from Neighborhood Commercial to General Commercial For Patrick H. Nolan and Amy L. Nolan Property Address: 6197 Dunbarton Oak Drive CAPTION: Case No. 0914-01 Patrick H. Nolan and Amy L. Nolan: A change of zoning from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District, not resulting in a change to the Future Land Use Plan. The property is described as being a 1.34 acre portion of Lot 1, Block 3, Cimarron Center, located on the southwest corner of Dunbarton Oak Drive and Cimarron Boulevard. PURPOSE: To rezone the property to allow additional self -storage units. RECOMMENDATION: Planning Commission and Staff Recommendation (September 24, 2014): Denial of the "CG -2" General Commercial District and, in lieu thereof, approval of a Special Permit subject to a site plan and the following conditions. 1. Use Regulation: The only use allowed other than those allowed by right in the "CN -1" Neighborhood Commercial District is a self-service storage facility providing separate storage areas for personal or business use designed to allow private access by the tenant for storing personal property. 2. Loading Doors: Loading doors shall be allowed to face east only on building G. Emergency man doors, as required by City Building Code, may be located on any side of the building. 3. Buffer Yard: Fifteen -foot buffer yard with 15 buffer points shall be required on the west property line. Canopy trees of 2.5 -inch caliper shall be planted every 30 feet on center along the west property line. 4. Set Back: Minimum 15 -foot setback from residential properties. 5. Building Height: The maximum height of any structure on the Property shall not exceed 26 feet. 6. Fence: A solid screening fence of not less than 6 -feet in height must be maintained along the south and west side of the property. 7. Lighting: No freestanding lights within 50 feet of a residentially zoned property. No light source shall exceed the roof height of the buildings or 15 feet, whichever is less. No light source on west side of building G, except as required by building code. 8 Signage: No additional freestanding sign is permitted. Any wall sign placed on the buildings shall not face the residential properties. 9 Hours of Operation: The hours of operation shall be limited to the hours between 9:00 AM and 6:00 PM. 10. Time Limit: The Special Permit will expire in one year from the date of the approved ordinance unless a building permit application has been submitted. BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District to allow the additional self -storage units. One pre-engineered metal building of approximately 24,000 square feet will be added. The proposed rezoning is consistent with the adopted Future Land Use Plan, which designates the property for commercial uses. However, the proposed rezoning to the "CG -2" General Commercial District will negatively affect the neighborhood even though the property to be rezoned is considered to be suitable for commercial uses. Approving the rezoning to the "CG -2" General Commercial District would allow incompatible uses to be developed on the property. Uses such as vehicle sales and service, bars, and night clubs are allowed in the "CG -2" District. These uses would not be compatible with the adjacent residentially zoned properties. Therefore, staff and Planning Commission recommend denial of the "CG -2" General Commercial District and, in lieu thereof, approval of a Special Permit subject to a site plan and development conditions. The applicant is in agreement with the Special Permit and its conditions. ALTERNATIVES: 1. Approve the Planning Commission/Staff recommendation. 2. Modify the proposed Special Permit Conditions. 3. Approve the "CG -2" General Commercial District 4. Deny the requested rezoning. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The proposed change of zoning to the "CG -2" General Commercial District is not consistent with the Comprehensive Plan though it is consistent with the adopted Future Land Use Plan, which slates the property for a commercial use. A rezoning to grant a Special Permit for the mini -storage subject to development conditions is more consistent with elements of the Comprehensive Plan such as: 1.) Commercial service areas designed to serve local neighborhoods should be conveniently located and in harmony with the surrounding neighborhood. (Comprehensive Plan, Commercial Policy Statement G). 2.) Infill should be encouraged on vacant tracts within developed areas (Comprehensive Plan, Residential Policy Statement H). 3.) Minimize the impact of commercial areas on adjacent, existing, or future residential areas through the use of compact designs, screening fences, open space, and landscaping (Comprehensive Plan, Commercial Policy Statement B). EMERGENCY/NON-EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Z Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Aerial Overview of Map Zoning Report with Attachments Ordinance (For Special Permit - Planning Commission & Staff Recommendation) Ordinance (For "CG -2" General Commercial) Ordinance amending the Unified Development Code ("UDC"), upon application by Patrick H. Nolan and Amy L. Nolan ("Owners"), by changing the UDC Zoning Map in reference to a 1.34 -acre portion of Lot 1, Block 3, Cimarron Center, from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Patrick H. Nolan and Amy L. Nolan ("Owners"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, September 24, 2014, during a meeting of the Planning Commission, and on Tuesday, October 28, 2014, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application by Patrick H. Nolan and Amy L. Nolan ("Owners"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a 1.34 -acre portion of Lot 1, Block 3, Cimarron Center, located on the southwest corner of Dunbarton Oak Drive and Cimarron Boulevard (the "Property"), from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District, as shown in Exhibits "A" and "B." Exhibit A, which is a metes and bounds description of the Property, and Exhibit B, which is a map to accompany the metes and bounds description, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez 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 City Secretary Nelda Martinez Mayor 0914-01 CG -2 Ordinance, Patrick H. Nolan and Amy L. Nolan Page 2 of 2 FIELDNOTE DESCRIPTION FOR 1.34 ACRES OF LAND THE STATE OF TEXAS § COUNTY OF NUECES § BEING a 1.34 acre portion of that tract of land conveyed to Patrick H. Nolan dba The Storage Place and Amy L. Nolan dba The Storage Place by Saratoga Highway Properties, LLC by Document No. 2012050668, dated December 27, 2012 as recorded in the Official Records of Nueces County, Texas, same being a portion of Lot 1, BIock 3, Cimarron Center as recorded in Volume 67, Pages 442 and 443 of the Map Records of Nueces County, Texas, said 1.34 acres of land being more fully described by metes and bounds as follows: BEGINNING at an existing iron rod marking the most western corner of the said Lot 1, Block 3, Cimarron Center, same being the most northern corner of Lot 1, Block 6, Cimarron Estates as recorded in Volume 65, Page 70 through 72 of the Map Records of Nueces County, Texas, said iron rod also the most western corner of the herein described tract; THENCE N. 28° 38' 25" E. a distance of 283.99 feet along the northwest line of the said Lot 1, Block 3, Cimarron Center to a point in the southwest right-of-way Iine of Dunbarton Oak Drive, said point being the most northern corner of the herein described tract; THENCE 5. 61° 23' 04" E. a distance of 188.00 feet along the northeast line of the said Lot 1, Block 3, Cimarron Center, same being the southwest right-of-way Iine of Dunbarton Oak Drive to the point of curvature of a curve to the right; THENCE in a southeasterly direction along the said curve to the right having a radius of 785.00 feet, an arc distance of 17.00 feet (chord bearing and distance: S. 60° 45' 55" E. 17.00 feet) to a point for the most.eastern corner of the herein described tract; THENCE S. 28' 38' 25" W. a distance of 283.90 feet crossing the said Lot 1, Block 3, Cimarron Center to a point in the southwest line of the said Lot 1, Block 3, Cimarron Center, said point being the most southern corner of the herein described tract; THENCE N. 61° 21' 29" W a distance of 205.00 feet along the southwest line of the said Lot 1, Block 3, Cimarron Center to the Place of Beginning, containing within these metes and bounds 1.34 acres of land. These fieldnotes were prepared based on a Plat of Lot 1, Block 3, Cimarron Center as recorded in Volume 67, Page 442 and 443 of the Map Records of Nueces County, Texas and was not staked on the ground. c 6/0.4/I11 A.C. FRANKSON Date Registered Professional Land Surveyor Texas Registration No. 2239 Exhibit A L INE L IST CURVE DATA 561°21'29"E 557.68' tW tW tW :W tW ti. ami• in• o, 0• o, in to N• • • e, h• • • O h• • • O w • • • • ti 000a • 410Oh�: 00'11 NO►'7NN U10bwQ• w • •• ti Q • •• O O • •• to OO Q• • Q • •• 01 • u,e.O•. • tn� Om I. e.r.0^"l • • •'o • tAt73Ow +�q�r-to atcobt1N �Qe"1le1N OC��N 01031,-.10N ON- h 0-0.-N1,1 NtoNh Q+N"'ih •-K.Nh 11111111 11111111 11 01111 1111 II11 11111111 4k -4c 42- C 4Q.+c 4�4 •+R t.+8 Q CO •• •.. V V V t] U 561'21'29T 136.67' N28'38'311 - N61'21 ' 29 "W 28.38'31"E •. 111, A N Mf V V V 2 co oO r� OtIVA37n08 NObddwl3 m 4 .11.E r4 • jrrl. 1tt4g 1;j�1 ot4 �l;r°1 6. Izr Lu tea mZQz tiQQW -Ca 1 1 ,06'(9.' i 1 3„SZ,8 •.8ZN a osucl N61.21'29"W TO ACCOMPANY •3 •0 ,Oi .1..,wr,.ww iW , 66 •f9 •3 •n ,oc 3., SZ, 8F.8ZN IZ 13N2flw Io Qv'ZL-OL S3OVd I— S9 3111117OA N S31 VI S3 NOldldVIY13 Hrc Exhibit B Ordinance amending the Unified Development Code ("UDC"), upon application by Patrick H. Nolan and Amy L. Nolan ("Owners"), by changing the UDC Zoning Map in reference to a 1.34 acre portion of Lot 1, Block 3, Cimarron Center, from the "CN -1" Neighborhood Commercial District to the "CN-1/SP" Neighborhood Commercial District with a Special Permit; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Patrick H. Nolan and Amy L. Nolan ("Owners"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, September 24, 2014, during a meeting of the Planning Commission, and on Tuesday, October 28, 2014, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application by Patrick H. Nolan and Amy L. Nolan ("Owners"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a 1.34 acre portion of Lot 1, Block 3, Cimarron Center, located on the southwest corner of Dunbarton Oak Drive and Cimarron Boulevard (the "Property"), from the "CN -1" Neighborhood Commercial District to the "CN-1/SP" Neighborhood Commercial District with a Special Permit, as shown in Exhibits "A", "B", and "C." Exhibit A, which is a metes and bounds description of the Property, Exhibit B, which is a map to accompany the metes and bounds description, and Exhibit C, which is a site plan of the Property, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The Special Permit granted in Section 1 of this ordinance is subject to the Owner meeting the requirements of Exhibit C and the following conditions: 1. Use Regulation: The only use allowed other than those allowed by right in the "CN -1" Neighborhood Commercial District is a self-service storage facility providing separate storage areas for personal or business use designed to allow private access by the tenant for storing personal property. 2. Loading Doors: Loading doors shall be allowed to face east only on building G. Emergency man doors, as required by City Building Code, may be located on any side of the building. 3. Buffer Yard: Fifteen -foot buffer yard with 15 buffer points shall be required on the west property line. Canopy trees of 2.5 -inch caliper shall be planted every 30 feet on center along the west property line. 4. Set Back: Minimum 15 -foot setback from residential properties. 5. Building Height: The maximum height of any structure on the Property shall not exceed 26 feet. 6. Fence: A solid screening fence of not less than 6 -feet in height must be maintained along the south and west side of the property. 7. Lighting: No freestanding lights within 50 feet of a residentially zoned property. No light source shall exceed the roof height of the buildings or 15 feet, whichever is less. No light source on west side of building G, except as required by building code. 8. Signage: No additional freestanding sign is permitted. Any wall sign placed on the buildings shall not face the residential properties. 9. Hours of Operation: The hours of operation shall be limited to the hours between 9:00 AM and 6:00 PM. 10.Time Limit: The Special Permit will expire in one year from the date of the approved ordinance unless a building permit application has been submitted. SECTION 3. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 4. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 5. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 6. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 7. Publication shall be made in the City's official publication as required by the City's Charter. Page 2 of 3 The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez 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 City Secretary Nelda Martinez Mayor 0914-01 Ordinance, Patrick H. Nolan and Amy L. Nolan Page 3 of 3 FIELDNOTE DESCRIPTION FOR 1.34 ACRES OF LAND THE STATE OF TEXAS § COUNTY OF NUECES § BEING a 1.34 acre portion of that tract of land conveyed to Patrick H. Nolan dba The Storage Place and Amy L. Nolan dba The Storage Place by Saratoga Highway Properties, LLC by Document No. 2012050668, dated December 27, 2012 as recorded in the Official Records of Nueces County, Texas, same being a portion of Lot 1, BIock 3, Cimarron Center as recorded in Volume 67, Pages 442 and 443 of the Map Records of Nueces County, Texas, said 1.34 acres of land being more fully described by metes and bounds as follows: BEGINNING at an existing iron rod marking the most western corner of the said Lot 1, Block 3, Cimarron Center, same being the most northern corner of Lot 1, Block 6, Cimarron Estates as recorded in Volume 65, Page 70 through 72 of the Map Records of Nueces County, Texas, said iron rod also the most western corner of the herein described tract; THENCE N. 28° 38' 25" E. a distance of 283.99 feet along the northwest line of the said Lot 1, Block 3, Cimarron Center to a point in the southwest right-of-way Iine of Dunbarton Oak Drive, said point being the most northern corner of the herein described tract; THENCE 5. 61° 23' 04" E. a distance of 188.00 feet along the northeast line of the said Lot 1, Block 3, Cimarron Center, same being the southwest right-of-way Iine of Dunbarton Oak Drive to the point of curvature of a curve to the right; THENCE in a southeasterly direction along the said curve to the right having a radius of 785.00 feet, an arc distance of 17.00 feet (chord bearing and distance: S. 60° 45' 55" E. 17.00 feet) to a point for the most.eastern corner of the herein described tract; THENCE S. 28' 38' 25" W. a distance of 283.90 feet crossing the said Lot 1, Block 3, Cimarron Center to a point in the southwest line of the said Lot 1, Block 3, Cimarron Center, said point being the most southern corner of the herein described tract; THENCE N. 61° 21' 29" W a distance of 205.00 feet along the southwest line of the said Lot 1, Block 3, Cimarron Center to the Place of Beginning, containing within these metes and bounds 1.34 acres of land. These fieldnotes were prepared based on a Plat of Lot 1, Block 3, Cimarron Center as recorded in Volume 67, Page 442 and 443 of the Map Records of Nueces County, Texas and was not staked on the ground. c 6/0.4/I11 A.C. FRANKSON Date Registered Professional Land Surveyor Texas Registration No. 2239 Exhibit A L INE L IST CURVE DATA 561°21'29"E 557.68' tW tW tW :W tW ti. ami• in• o, 0• o, in to N• • • e, h• • • O h• • • O w • • • • ti 000a • 410Oh�: 00'11 NO►'7NN U10bwQ• w • •• ti Q • •• O O • •• to OO Q• • Q • •• 01 • u,e.O•. • tn� Om I. e.r.0^"l • • •'o • tAt73Ow +�q�r-to atcobt1N �Qe"1le1N OC��N 01031,-.10N ON- h 0-0.-N1,1 NtoNh Q+N"'ih •-K.Nh 11111111 11111111 11 01111 1111 II11 11111111 4k -4c 42- C 4Q.+c 4�4 •+R t.+8 Q CO •• •.. V V V t] U 561'21'29T 136.67' N28'38'311 - N61'21 ' 29 "W 28.38'31"E •. 111, A N Mf V V V 2 co oO r� OtIVA37n08 NObddwl3 m 4 .11.E r4 • jrrl. 1tt4g 1;j�1 ot4 �l;r°1 6. Izr Lu tea mZQz tiQQW -Ca 1 1 ,06'(9.' i 1 3„SZ,8 •.8ZN a osucl N61.21'29"W TO ACCOMPANY •3 •0 ,Oi .1..,wr,.ww iW , 66 •f9 •3 •n ,oc 3., SZ, 8F.8ZN IZ 13N2flw Io Qv'ZL-OL S3OVd I— S9 3111117OA N S31 VI S3 NOldldVIY13 Hrc Exhibit B 2 2 . ilS'Iflfl Exhibit C Aerial Overview 4m Z 7ccl 'a--)1 < PLANNING COMMISSION FINAL REPORT Case No. 0914-01 HTE No. 14-10000033 Planning Commission Hearing Date: September 24, 2014 Applicant & Legal Description Applicant/Owner: Patrick H. Nolan and Amy L. Nolan Representative: Balusek-Frankson (Courtland Frankson) Legal Description/Location: Being a 1.34 acre portion of Lot 1, Block 3, Cimarron Center, located on the southwest corner of Dunbarton Oak Drive and Cimarron Boulevard. Zoning Request From: "CN -1" Neighborhood Commercial District To: "CG -2" General Commercial District Area: 1.34 acres Purpose of Request: To allow the construction of self-service storage facility. Existing Zoning and Land Uses Existing Zoning District ExistU eland Future Land Use Site "CN -1" Neighborhood Commercial Vacant Commercial North "CN -1" Neighborhood Commercial District Vacant Commercial South "RM -2" Multifamily 2 Vacant Medium Density Residential East "CG -2" General Commercial District Commercial Commercial West "RS -4.5" Single Family 4.5 District Low Density Residential Low Density Residential ADP, Map & Violations Area Development Plan: The subject property is located in the Southside Area Development Plan (ADP) and is planned for a commercial use. The proposed change of zoning to the "CG -2" General Commercial District is consistent with the adopted Future Land Use Plan. Map No.: 043032, 043033 Zoning Violations: None Zoning Report Case # 0914-01 Patrick H. Nolan and Amy L. Nolan Page 2 Trans- portation Transportation and Circulation: The subject property has 188 feet of frontage along the south side of Dunbarton Oak Drive, which is a "C1" Minor Residential Collector Street. The subject property also has 50 feet of frontage along the west side of Cimarron Boulevard, which is an "Al" Minor Arterial Undivided Street. A Traffic Impact Analysis (TIA) was not required due to the trip factor not exceeding the 501 peak trips per the Unified Development Code (UDC). Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume (2011) Dunbarton Oak Drive "C1" Minor Residential Collector 60' ROW 40' paved 65' ROW 41' paved Not Available Cimarron Boulevard "Al" Minor Arterial Undivided 95' ROW 64' paved 80' ROW 60' paved 10,946 ADT (2010) Staff Summary: Requested Zoning: The applicant is requesting a change of zoning from "CN -1" Neighborhood Commercial District to "CG -2" General Commercial District to allow construction of a self-service storage facility. Applicant's Development Plan: In the proposed "CG -2" General Commercial zoning, the applicant is proposing to develop an additional self -storage unit to the storage unit built to the east. A building of 24,000 square feet will be added. The building will be a pre-engineered metal building and will be serviced by the existing office and driveway. The first rezoning occurred in November 2012 for the existing mini storage. Existing Land Uses & Zoning: The property has 188 feet of frontage along the south side of Dunbarton Oak Drive. North of the subject property is vacant land zoned "CN -1" Neighborhood Commercial District. East of the subject property is an existing mini storage. South of the subject property is vacant land zoned "RM -2" Multifamily 2 District. West of the subject property is a single-family neighborhood zoned "RS -4.5" Single -Family 4.5 District. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Comprehensive Plan & Area Development Plan (ADP) Consistency: The proposed change of zoning to the "CG -2" General Commercial District is not consistent with the Comprehensive Plan though it is consistent with the adopted Future Land Use Plan, which slates the property for a commercial use. A rezoning to grant a Special Permit for Zoning Report Case # 0914-01 Patrick H. Nolan and Amy L. Nolan Page 3 the mini -storage subject to development conditions is more consistent with elements of the Comprehensive Plan such as: 1.) Commercial service areas designed to serve local neighborhoods should be conveniently located and in harmony with the surrounding neighborhood. (Comprehensive Plan, Commercial Policy Statement G). 2.) Infill should be encouraged on vacant tracts within developed areas (Comprehensive Plan, Residential Policy Statement H). 3.) Minimize the impact of commercial areas on adjacent, existing, or future residential areas through the use of compact designs, screening fences, open space, and landscaping (Comprehensive Plan, Commercial Policy Statement B). Plat Status: The subject property is currently platted. Department Comments: • The configuration of this rezoning will leave a 15 -foot buffer between the subject property and the residential neighborhood. • The proposed storage facility will have convenient access to Dunbarton Oak Drive, which is designated as a "C1" Minor Residential Collector, and connects to Cimarron Boulevard, an "Al" Minor Arterial Undivided Street. This will help curve traffic flows away from residential areas. • The proposed rezoning would negatively impact the adjacent residential uses if zoned "CG -2" General Commercial District. • Other incompatible uses could be developed on the property with the requested zoning. Uses such as vehicle sales and service, bars, and night clubs are allowed in the "CG -2" General Commercial District. These uses would not be compatible with the adjacent residentially zoned properties. Planning Commission and Staff Recommendation: Denial of the "CG -2" General Commercial District and, in lieu thereof, approval of a Special Permit subject to a site plan and the following conditions. 1. Use Regulation: The only use allowed other than those allowed by right in the "CN -1" Neighborhood Commercial District is a self-service storage facility providing separate storage areas for personal or business use designed to allow private access by the tenant for storing personal property. 2. Loading Doors: Loading doors shall be allowed to face east only on building G. Emergency man doors, as required by City Building Code, may be located on any side of the building. 3. Buffer Yard: Fifteen -foot buffer yard with 15 buffer points shall be required on the west property line. Canopy trees of 2.5 -inch caliper shall be planted every 30 feet on center along the west property line. 4. Set Back: Minimum 15 -foot setback from residential properties. Zoning Report Case # 0914-01 Patrick H. Nolan and Amy L. Nolan Page 4 5. Building Height: The maximum height of any structure on the Property shall not exceed 26 feet. 6. Fence: A solid screening fence of not less than 6 -feet in height must be maintained along the south and west side of the property. 7. Lighting: No freestanding lights within 50 feet of a residentially zoned property. No light source shall exceed the roof height of the buildings or 15 feet, whichever is less. No light source on west side of building G, except as required by building code. 8 Signage: No additional freestanding sign is permitted. Any wall sign placed on the buildings shall not face the residential properties. 9 Hours of Operation: The hours of operation shall be limited to the hours between 9:00 AM and 6:00 PM. 10. Time Limit: The Special Permit will expire in one year from the date of the approved ordinance unless a building permit application has been submitted. Public Notification Number of Notices Mailed — 13 within 200 -foot notification area 5 outside notification area As of October 6, 2014: In Favor In Opposition — 0 (inside notification area); 0 (outside notification area) — 1 (inside notification area); 0 (outside notification area) Totaling 2.637% of the land within the 200 -foot notification area in opposition. Attachments: A. Aerial Location Map B. Overall Site Plan C. Preliminary Site Plan Zoning Report Case # 0914-01 Patrick H. Nolan and Amy L. Nolan Page 5 SUBJECT PROPERTY CASE: 0914-01 2013 AERIAL Subject Property ILOCATION MAPI lir City a Corpus Ch risti Exhibit A CURVE DATA & 441 iu tW t In t N % 0 % O 00.10 O'scuN 01111'10 ` X1• 01 NOONa34.144 000^1.144 00?•\ e tnA•pw • LL1A 0® • I.A0111 •�O� OA�Ln qmH�� HtoN�" oDiNn-itis 11111111 11111111 II 11 11 11 11111111 •m4v.1V 4R.V OJV•to l vco v v C VA3717O8 NO88V7Y13 • Zoning Report Case # 0914-01 Patrick H. Nolan and Amy L. Nolan Page 6 07, 1) tu 202 JU II 06'UBZ 4 QI t..'sear.9rs° m 31rJ �vTnaz : b or -816- i 11{ p a,. .c.u. �h "N O 00 I .. A O I 4 g i,•a . 17 4 h ffi } i •3 '0 ,01 " ...14),,,,,-4,-.1 W rt�f 66 T9Z '3 'n , of I, 3„ SZ, BF.BZN i0NHIY 0-N Oh ZL-O4 539Vd SLI � T59 3'111770Ah� 531V.153 N01161M10 Q • k WUU,^ •� WO N61'21'291V SITE PLAN SCALE: f " = 200' Exhibit B Zoning Report Case # 0914-01 Patrick H. Nolan and Amy L. Nolan Page 7 Exhibit C AGENDA MEMORANDUM Public Hearing/First Reading Ordinance for the City Council Meeting of November 11, 2014 Second Reading for the City Council Meeting of November 18, 2014 DATE: October 17, 2014 TO: Ronald L. Olson, City Manager FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Closing a portion of Bockholt Road (undeveloped, unsurfaced dedicated public right-of- way) between the Old State Highway 44 and the New State Highway 44 rights-of-way. CAPTION: Ordinance abandoning and vacating an undeveloped and unsurfaced 21,690 square -foot portion of the Bockholt Road public street right-of-way, out of GC&SF RR CO Survey, Abstract No. 1005, Nueces County, Texas, being a portion of those certain tracts of land described as Tract Two and Tract Three, located between the Old State Highway 44 right-of-way and the New State Highway 44 right-of-way; and requiring the owner, George Picha, to comply with the specified conditions. PURPOSE: The purpose of this item is to abandon and vacate a portion of Bockholt Road due to the fact that this unimproved portion of public street right-of-way leads to a dead end and serves no purpose for future use in the Urban Transportation Plan. BACKGROUND AND FINDINGS: George Picha (Owner) is requesting the abandonment and vacation of an undeveloped and unsurfaced 21,690 square -foot portion of the Bockholt Road public street right-of- way, located between the Old State Highway 44 right-of-way and the new State Highway 44 right-of-way. The abandonment and vacation of the public street right-of- way is being requested by the Owner due to the fact that this unimproved portion of public street right-of-way leads to a dead end and serves no purpose for future use in the Urban Transportation Plan. Staff recommends that payment of the fair market value be waived because City Code, Section 49-12 (c)(4) of the City's Code of Ordinances, eliminates payment of the fair market value when an abandoned street is unimproved, as it is in this case. ALTERNATIVES: Denial of the street closure. This will, however, adversely impact the Owner's ability to move forward with future development or sale of the subject property. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The conditions of the ordinance are in compliance with City of Corpus Christi, Code of Ordinances §49-12 (a), as amended and approved on July 13, 2004, by Ordinance No. 025816. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. AT&T has an existing underground fiber cable along the north side and the west side of the Bockholt Road public right-of- way, and is requiring that a utility easement be retained for their underground fiber optic cable. None of the other City departments or franchised utility companies had any facilities within the dedicated Bockholt Road public street right-of-way, or objections regarding the proposed public right-of-way abandonment. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of the ordinance. Owners must comply with the following conditions: a. City staff recommends that payment of the fair market value be waived because City Code, Sec. 49-12, (c)(4) of the City Code of Ordinances eliminates payment of the fair market value when an abandoned street is unimproved, as it is in this case. b. AT&T has an existing underground fiber cable along the north side and the west side of the Bockholt Road public right-of-way, and is requiring that a utility easement be retained for their underground fiber optic cable. c. Owner is to dedicate a 15 -foot wide utility easement along the north side and the west side of the Bockholt Road public right-of-way to be abandoned and vacated. d. Owner must replat the portion of Bockholt Road to be abandoned and vacated, and comply with all specified conditions of the ordinance within 180 days of City Council approval. e. Failure to comply with all the conditions outlined in this Ordinance within the specified time frame will hereby make the Ordinance null and void. f. Upon approval by the City Council and issuance of the ordinance, all grants of streets closures must be recorded at the Owners' expense in the real property Official Deed and Map Records of Nueces County, Texas, in which the subject portion of the property is located, with a copy of the recording provided to the City. Prior to the issuance of any permits for construction on the land, an up-to-date survey, abstracted for all streets, alleys or public rights-of-way, and items of record must be submitted by the Owners to the Director of Development Services. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Ordinance abandoning and vacating an undeveloped and unsurfaced 21,690 square -foot portion of the Bockholt Road public street right-of-way, out of GC&SF RR CO Survey, Abstract No. 1005, Nueces County, Texas, being a portion of those certain tracts of land described as Tract Two and Tract Three, located between the Old State Highway 44 right-of-way and the New State Highway 44 right-of-way; and requiring the owner, George Picha, to comply with specified conditions. WHEREAS, George Picha ("Owner") has requested the abandonment and vacation of an undeveloped and unsurfaced 21,690 -square -foot portion of the Bockholt Road public street right- of-way out of GC&SF RR CO Survey, Abstract No. 1005, Nueces County, Texas, being a portion of those certain tracts of land described as Tract Two and Tract Three; WHEREAS, with proper notice to the public, a public hearing was held on Tuesday, November 11, 2014, during a meeting of the City Council, during which all interested parties and citizens were allowed to appear and be heard; and WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate the subject portion of the undeveloped and unsurfaced public street right-of-way out of Bockholt Road, 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 George Picha ("Owner"), an undeveloped and unsurfaced 21,690 -square -foot portion of the Bockholt Road public street right-of-way out of GC&SF RR CO Survey, Abstract No. 1005, Nueces County, Texas, being a portion of those certain tracts of land described as Tract Two and Tract Three, located between the Old State Highway 44 right-of-way and the New State Highway 44 right-of-way, as recorded in Volume 1838, Page 151, of the Official Deed 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 public street right-of-way described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. City staff recommends that payment of the fair market value be waived because City Code, Sec. 49-12, (c)(4) of the City Code of Ordinances eliminates payment of the fair market value when an abandoned street is unimproved, as it is in this case. b. AT&T has an existing underground fiber cable along the north side and the west side of the Bockholt Road public right-of-way, and is requiring that a utility easement be retained for their underground fiber optic cable. c. Owner is to dedicate a 15 -foot wide utility easement along the north side and the west side of the Bockholt Road public right-of-way to be abandoned and vacated. d. Owner must replat the portion of Bockholt Road to be abandoned and vacated, and comply with all specified conditions of the ordinance within 180 days of City Council approval, to avoid amendment of the Ordinance by City Council. e. Failure to comply with all the conditions outlined in this Ordinance within the specified time frame will hereby make the Ordinance null and void. f. Upon approval by the City Council and issuance of the ordinance, all grants of streets closures must be recorded at the Owners' expense in the real property Official Deed and Map Records of Nueces County, Texas, in which the subject portion of the property is located, with a copy of the recording provided to the City. Prior to the issuance of any permits for construction on the land, an up-to-date survey, abstracted for all streets, alleys or public rights-of-way, and items of record must be submitted by the Owners to the Director of Development Services. 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 City Secretary Nelda Martinez Mayor 3 1 1 1 1 1 1 1 i 1 1 1 1 Bockholt Street Closure FIELD NOTES for the closure of a portion of a 60 foot wide right-of-way (R.O.W.) known as Bockholt Road; BEING a 0.498 acre tract of land situated in the GC&SF RR CO Survey, Abstract No. 1005, Nueces County, Texas, being a portion of those certain tracts of land described as Tract Two and Tract Three in deed recorded in Volume 1838, Page 151, Deed Records, said Nueces County, and being more particularly described by metes and bounds as follows: BEGINNING at a Texas Highway Department R.Q.W. monument found at the south corner of that certain tract of land described as Tract 1 in deed recorded in Document Number 2003057437, Official Public Records, said Nueces County, and being in the north R.O.W. line of State Highway 44 (a variable width R.O.W.); THENCE North 01°08'44" West, passing at 90.37 feet the north comer of said Tract 1, at 110.20 feet a southeast comer of aforesaid Tract Three, and continuing a total distance of 368.85 feet to a point in the south line of a 20 foot wide State Highway 44 R.O.W. Easement, as recorded in Volume 265, Page 27, aforesaid Deed Records; THENCE North 88°35'19" East, 60.00 feet along said south line; THENCE South 01°08'44" East, passing at 278.61 feet a southwest comer of aforesaid Tract Two and the north comer of Tract 2 of aforesaid Document Number 2003057437, and continuing a total distance of 354.17 feet to the south comer of said Tract 2 and being in aforesaid north R.O.W. fine of State Highway 44; THENCE South 74°51'10" West, 61.84 feet along said north R.O.W. line to the POINT OF BEGINNING and containing 0.498 acres or 21,690 square feet based on the bearings and distances described herein. I HEREBY CERTIFY THAT THIS PLAT SHOWS THE SUBJECT LOCATION AS SURVEYED ON THE GROUND. RODRIC R. REESE REGISTERED PROFESSIONAL LAND SURVEYOR REGISTRATION NO. 5883 FR f4 ' i1 RODRIC R. REFS ' 5883 QaFS 1a�Q StIW4 1 TIER EXHIBIT A SURVEYING COMPANY SEkNCES. LAND_ pi*ve Nc/�.pG T1arvS:�WPEA.lNES/waau+c/cP$/`=. 710 BUFFALO TREET SURE 700. CORPus kR150, 1EXIS. 764.:1 PNONE (]61} 661 — 8044 FAX (361: 681 — 63<0 Inn, .1ranUeraurveyings°m NOTE: 1. BEARINGS AND DISTANCES ARE BASED ON THE TEXAS COORDINATE SYSTEM OF 1983, SOUTH ZONE. PLAT OF: BOCKHOLT ROAD CLOSURE (PAGE 2 OF 2) A 0.498 ACRE TRACT OF LAND SITUATED IN THE GC&SF RR CO SURVEY. ABSTRACT NO. 1005. IN THE CITY OF CORPUS CHRISTI. NUECES COUNTY. TEXAS Job Number 1406012 Scale: 1".= 100' Field Date: 6/19/2014 Checked by RR Field Tect,(s). MW/CW/CE Office Tech(s). CMB Draw ng Date. 7 2 2014 Revised Dote 9 24 2014 G:\Protects\2014\1406012 — W.L Bates -- ALTA—ROW Survey — Nuecee\DWG\1406012. — ALTA — ROW.dwq RA6.ROA0 m HIGHWAY 44 CORPUS CHRIST1 AIRPORT MCGL OIN ROAD VICINITY MAP (NOT TO SCALE) RTION OF TRACT THREE CALLED 11.082 ACRES VOL 1838. PC. 151 D.RN.C.T. FOUND TEXAS HIGHWAY DEPT. R.O.W. MONUMENT 50 0 50 100 150 200 TEXAS MEXICAN RAILWAY (100 R.O.W.) —20 HIGHWAYRO.W. STATE HIGHWAY44 EASEMENT (FORMERLY STATE HIGHWAY 16) VOL 265, PG.27 (60' R.O.W.) 0.P.RN.C.T. —40' HIGHWAY R.O.W. EASEMENT VOL. 207. PG. 321 O.P.R.N.C.T. 1-0 CENTERUNE WATER UNE RO.W. (NO DESCRIBED WIDTH) VOL 474, PG. 101 DR.N.C.T [PO RTION OF TRACT THREE CALLED 11.082 ACRES VOL 1838. PC. 151 ARN.0 T. N 88`3519' E 6000' 250 300 SCALE: 1" = 100 FEET I HEREBY CERTIFY THAT THIS PLAT SHOWS THE SUBJECT LOCATION AS SURVEYED ON THE GROUND. 4(} j 12 RODRIC R. REESE REGISTERED PROFESSIONAL LAND SURVEYOR REGISTRATION NO. 5883 OF Tel, '•cIT o:_ RODR:C REESE 1 via 5883 e44.--Su44_ EXHIBIT B SURVEYING COMPANY SERVICES: LAND SUFNEYINOLLOG1itON5/PfPEUN6/11Mpw0A S/G6 710 BUFFALO STREET, suit 700. CORPUS CHRISTI. 1D(AS 75401 PHONE (361) 681 6044 FAX: (361) 961 6340 www.Irun Gersh Dern g.c om Ci 0 mx. ct8 O m CENTERLINE In PIPE LINE RO.W. (NO EASEMENT WIDTH) VOL 622. PG. 234 D.RN.C.T. 60' APPARENT R 0. K. DOC N0. 2003057437 O.P.ILN.GT. TRACT TWO CALLED 5.211 ACRES VOL 1838. PC. 151 ARN.�T. 4 GC&SF RR CO A-1005 S 74.51'10` W 81.84' PO13IT OF y BEGINNING r�,�5�' S�SPE d'1615 Olk .014,C1 'ta'oy Fe 1 1 NOTE: 1. BEARINGS AND DISTANCES ARE BASED ON THE TEXAS COORDINATE SYSTEM OF 1983. SOUTH ZONE. PLAT OF: BOCKHOLT ROAD CLOSURE (PAGE 1 OF 2) A 0.498 ACRE TRACT OF LAND SITUATED IN THE GC&SF RR CO SURVEY. ABSTRACT NO. 1005. IN THE CITY OF CORPUS CHRISTI, NUECES COUNTY, TEXAS Job Number. 1406012 Field Date: 6/19/2014 Field Tech(s): MW/CW/CE Drawing Data 7 2/2014 i..` .114. .._ .III_. _ . . ..�..,.•-. ..:..rr G:\Pmiects\2014\1408012 — W.L. Bates — ALTA—ROW Survey — Nueces\DWG\1408012 — ALTA — ROW.dwa Office Tech(s): CMB Revised Date: 9/24 2014 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of November 11, 2014 Second Reading Ordinance for the City Council Meeting of November 18, 2014 DATE: TO: October 21, 2014 Ronald L. Olson, City Manager FROM: Floyd Simpson, Chief of Police Floyds@cctexas.com 886-2603 Accepting and appropriating the Violence Against Women (VAWA) grant within the Police Department for Year 15 CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $44,356.71 for Year 15 of the Violence Against Women (VAWA) Program within the Police Department with a City match of $20,280.21 and an in-kind match of $5,520 from the No. 1020 Police General Fund; appropriating the $44,356.71 in the No. 1061 Police Grants Fund for the VAWA grant in the Police Department; and authorizing the transfer of $20,280.21 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $70,156.92. PURPOSE: Year 15 funding is available from the State of Texas, Criminal Justice Division, which provides funds to projects with the primary mission of providing direct services to victims of crime. BACKGROUND AND FINDINGS: The grant continues the Victim Assistance Program that provides assistance to victims and family members with the goal of lessening the short and long-term trauma experienced as a direct result of victimization. Victims and their family members are provided with information, reassurance, and guidance for resolving problems and referrals to other social service agencies. The grant covers the salary/ benefits for two Victim Case Managers, equipment, supplies, training, and mileage. The case managers provide services to victims including information and referral, criminal justice support and case information, assistance with filing forms for benefits available through the Crime Victims' Compensation under the Texas Crime Victims Compensation Act, informing victims of their rights as victims, advocating on victims behalf with other agencies and within the criminal justice system, and transportation to shelter or to court. Primary and secondary victims of crime are assisted in an effort to stabilize their lives after victimization, help victims to understand and participate in the criminal justice system, and provide victims of crime with a measure of safety and security. The case managers also work closely through coalitions and with other agencies in an ongoing effort to identify needs and to improve the quality and continuity of services to victims in the community. The State provides for the salary/benefits of two Victim Case Managers, equipment, supplies, training, and mileage. Volunteer hours contribute $5,520 as an in-kind contribution, and the City contributes $20,280.21 for training, travel, supplies and miscellaneous equipment as the required 20% match. The funding is not on a declining percentage or ending funding cycle. This grant period is 9/1/2014 — 8/31/2015. ALTERNATIVES: None OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $20,280.21 $20,280.21 BALANCE $20,280.21 $20,280.21 Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends acceptance of the grant application and appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Grant award letter Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $44,356.71 for Year 15 of the Violence Against Women (VAWA) Program within the Police Department with a City match of $20,280.21 and an in-kind match of $5,520 from the No. 1020 Police General Fund; appropriating the $44,356.71 in the No. 1061 Police Grants Fund for the VAWA grant in the Police Department; and authorizing the transfer of $20,280.21 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $70,156.92. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $44,356.71 to continue the Violence Against Women Formula Grant (VAWA) grant within the Police Department for Year 15 with a City match of $20,280.21 and an in-kind match of $5,520 from the No. 1020 Police General Fund. SECTION 2. That $44,356.71 grant is appropriated in the No. 1061 Police Grants Fund to continue the VAWA grant in the Police Department. SECTION 3. The transfer of $20,280.21 from the No. 1020 General Fund to the No. 1061 Police Grants Fund as grant matching funds is authorized and appropriated for a total project cost of $70,156.92. 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 City Secretary Nelda Martinez Mayor Office of the Governor Page 1 of 1 Statement of Grant Award (SOCA) The Statement of Grant Award is your official notice of award from the Governor's Criminal Justice Division (CJD). The approved budget is reflected in the Budget/Details tab for this record in eGrants. The grantee agrees to comply with the provisions of the Governor's Criminal Justice Division's rules in Title 1, Part 1, Chapter 3, Texas Administrative Code in effect on the date the grant is awarded. By clicking on the 'Accept' button within the 'Accept Award' tab, the grantee accepts the responsibility for the grant project and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s) of Funding and Other Fund -Specific Requirement(s), if any, cited below: Grant Number: Date Awarded: Program Fund: CFDA: Grantee Name: Project Title: Grant Period: Liquidation Date: Grant Manager: 1517116 October 10, 2014 WF -Violence Against Women Formula Grants 16.588 - Violence Against Women Formula Grants Corpus Christi, City of Victim Assistance Program 0901.20 14 - 0813 1`2015 11.'29.2015 Kim Hild Award Amount: Grantee Cash Match: Grantee In Kind Match: Total Project Cost: List of Post -Award Conditions of Funding and Other Fund -Specific Requirements $44,356.71 520,280.21 $5,520.00 $70,156.92 Condition of Funding ' Project Requirement Date Created Date Met Hold ProjectIte Funds Hold Li m Funds EEOP Certification: Effective September 25, 2014 CJD posted revised content related to Equal Employment Opportunity Plan (EEOP). A Type 1 entity should review the updated content online in eGrants, and if applicable, download the EEOP Certification Form available here. Contact the eGrants help desk at 10 14:2014 eGrants@governor.state.tx.us for further assistance. https://egrants.governor.state.tx.usproject/awardstatement.aspx?i2 4&i 1 8&gh=CA-4A-... 10/21/2014 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of November 11, 2014 Second Reading Ordinance for the City Council Meeting of November 18, 2014 DATE: TO: FROM: October 21, 2014 Ronald L. Olson, City Manager Floyd Simpson, Chief of Police Floyds@cctexas.com 886-2603 Accepting and appropriating the Victims of Crime Act (VOCA) Outreach Program grant within the Police Department for Year 2 CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $68,163.15 for Year 2 of the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $13,840.79 and an in-kind match of $3,200.00 from the No. 1020 Police General Fund; appropriating the $68,163.15 in the No. 1061 Police Grants Fund for the VOCA Outreach grant in the Police Department; and authorizing the transfer of $13,840.79 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $85,203.94. PURPOSE: Funding is available from the State of Texas, Criminal Justice Division, which provides funds to projects with the primary mission of providing direct services to victims of crime. BACKGROUND AND FINDINGS: The Victim Assistance Program Community Outreach is Year 2 of a grant designed to assist victims in stabilizing their lives after victimization. In high crime rate districts, many victims are resistant to cooperation with law enforcement and the criminal justice system due to the emotional and physical impact of the crime. The grant provides funding for a Victim Case Manager to provide community outreach to identify resistant or reluctant victims of crime and assist victims in understanding and participating in the criminal justice system. Through public presentations, multi -disciplinary meetings and legal advocacy, the case manager will provide crisis intervention and follow up services in order to establish rapport and build resiliency of victims in districts at high risk for violence. A Staff Assistant will keep accurate and timely records, including information properly entered into database systems. The State provides for the salary/benefits of one Victim Case Manager, one Staff Assistant, equipment, supplies, training, and mileage, volunteer hours contribute in-kind contribution, and the City contributes for training, travel, supplies and miscellaneous equipment as the required match. The funding is not on a declining percentage or ending funding cycle. This grant period is 9/1/2014 — 8/31/2015. ALTERNATIVES: None OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $13,840.79 $13,840.79 BALANCE $13,840.79 $13,840.79 Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends acceptance of the grant application and appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Grant award letter Ordinance Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $68,163.15 for Year 2 of the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $13,840.79 and an in-kind match of $3,200.00 from the No. 1020 Police General Fund; Appropriating the $68,163.15 in the No. 1061 Police Grants Fund for the VOCA Outreach grant in the Police Department; and authorizing the transfer of $13,840.79 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $85,203.94. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $68,163.15 for Year 2 of the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $13,840.79 and an in-kind match of $3,200.00 from the No. 1020 Police General Fund. SECTION 2. That $68,163.15 grant is appropriated in the No. 1061 Police Grants Fund to continue the Victims of Crime Act (VOCA) Outreach Program in the Police Department. SECTION 3. The transfer of $13,840.79 from the No. 1020 General Fund to the No. 1061 Police Grants Fund as grant matching funds is authorized and appropriated for a total project cost of $85,203.94. 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 City Secretary Nelda Martinez Mayor Office of the Governor Page 1 of 1 Statement of Grant Award (SOCA) The Statement of Grant Award is your official notice of award from the Governor's Criminal Justice Division (CJD). The approved budget is reflected in the Budget/Details tab for this record in eGrants. The grantee agrees to comply with the provisions of the Governor's Criminal Justice Division's rules in Title 1, Part I, Chapter 3, Texas Administrative Code in effect on the date the grant is awarded. By clicking on the 'Accept' button within the 'Accept Award' tab, the grantee accepts the responsibility for the grant project and agrees with the following conditions of grant funding_ The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s) of Funding and Other Fund -Specific Requirement(s), if any, cited below: Grant Number: Date Awarded: Program Fund: CFDA: Grantee Name: Project Title: Grant Period: Liquidation Date: Grant Manager: 2677102 October 10, 2014 VA -Victims of Crime Act Formula Grant Program 16.575 - Victims of Crime Act Formula Grant Progra Corpus Christi, City of Victim Assistance Community Outreach 0901:20I4 - 08'31.2015 11:29 2015 David Villafranca Award Amount: Grantee Cash Match: Grantee In Kind Match: Total Project Cost: List of Post -Award Conditions of Funding and Other Fund -Specific Requirements $68,163.15 $13,840.79 $3,200.00 $85,203.94 Condition of Funding ' Project Requirement Date Created Date Met Hold Project Funds Hold Li em Funds Other Condition of Funding. The grantee authorizes the Office for Victims of Crime (OVC) or the Office of the Chief Financial Officer (OCFO) and it representatives, access to and the right to examine all records, books, papers or documents related to the VOCA grant. 10,2 2014 Other Condition of Funding. The grantee must collect and maintain information on race, sex, national origin, age, and disabilities of recipients, where such information is voluntarily furnished by those receiving assistance. 10 2.2014 EEOP Certification: Effective September 25, 2014 CJD posted revised content related to Equal Employment Opportunity Plan (EEOP). A Type 1 entity should review the updated content online in eGrants, and if applicable, download the EEOP Certification Form available here. Contact the eGrants help desk at 10.14.2014 eGrants@governor.state.tx.us for further assistance. https://egrants.governor.state.tx.us/project/awardstatement.aspx?i2=4&i 1=8&gh=AB-CE-... 10 r21 12014 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of November 11, 2014 Second Reading Ordinance for the City Council Meeting of November 18, 2014 DATE: TO: October 21, 2014 Ronald L. Olson, City Manager FROM: Floyd Simpson, Chief of Police Floyds@cctexas.com 886-2603 Accepting and appropriating the Victims of Crime Act Grant (VOCA) within the Police Department for Year 15 CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $77,084.05 to continue the Victims of Crime Act (VOCA) Grant within the Police Department for Year 15 with a City match of $20,271.01 and an in-kind match of $4,000 from the No. 1020 Police General Fund; appropriating the $77,084.05 in the No. 1061 Police Grants Fund to continue the VOCA grant in the Police Department; and authorizing the transfer of $20,271.01 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same as grant matching funds for a total project cost of $101,355.06. PURPOSE: Funding is available from the State of Texas, Criminal Justice Division, which provides funds to projects with the primary mission of providing direct services to victims of crime. BACKGROUND AND FINDINGS: The grant continues support for the Family Violence Unit that utilizes officers and volunteers to contact family violence victims when a written report is made by a field officer or from a walk-in to the unit at the Police Department. The grant provides funds for one victim case manager to contact victims who often fear retaliation and violence when the offender is released following arrest; contact with an advocate (case manager) can provide information concerning alternatives, available services, and protective orders to avoid continued violence. The case manager serves to establish and encourage a working relationship between social agencies and the Police Department and provides educational opportunities to the community through speaking engagements, distribution of literature, etc. The long term goal of the grant is to provide victims of domestic violence and other serious crimes with crisis intervention, follow up assistance, encourage cooperation with law enforcement, facilitate utilization of available resources, and assist with immediate and long- term safety needs. The State provides $77,084.05 for the salary/benefits of one Victim Case Manager, equipment, supplies, training, and mileage, volunteer hours contribute in-kind contribution, and the City contributes $20,271.01 for training, travel, supplies and miscellaneous equipment as the required match. This grant period is 9/1/2014 — 8/31/2015. ALTERNATIVES: None OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 201- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $20,271.01 $20,271.01 BALANCE $20,271.01 $20,271.01 Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends acceptance of the grant application and appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Grant award letter Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $77,084.05 to continue the Victims of Crime Act (VOCA) grant within the Police Department for Year 15 with a City match of $20,271.01 and an in-kind match of $4,000 from the No.1020 Police General Fund; Appropriating the $77,084.05 in the No. 1061 Police Grants Fund to continue the VOCA grant in the Police Department; and authorizing the transfer of $20,271.01 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same as grant matching funds for a total project cost of $101,355.06. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $77,084.05 to continue the Victims of Crime Act (VOCA) grant within the Police Department for Year 15 with a City match of $20,271.01 and an in-kind match of $4,000 from the No.1020 Police General Fund. SECTION 2. That $77,084.05 grant is appropriated in the No. 1061 Police Grants Fund to continue the VOCA grant in the Police Department. SECTION 3. The transfer of $20,271.01 from the No. 1020 General Fund to the No. 1061 Police Grants Fund as grant matching funds is authorized and appropriated for a total project cost of $101,355.06. 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 City Secretary Nelda Martinez Mayor Office of the Governor Page 1 of 1 Statement of Grant Award (SOCA) The Statement of Grant Award is your official notice of award from the Governor's Criminal Justice Division (CJD). The approved budget is reflected in the Budget/Details tab for this record in eGrants. The grantee agrees to comply with the provisions of the Governor's Criminal Justice Division's rules in Title 1, Part 1, Chapter 3, Texas Administrative Code in effect on the date the grant is awarded. By clicking on the 'Accept' button within the 'Accept Award' tab, the grantee accepts the responsibility for the grant project and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s) of Funding and Other Fund -Specific Requirement(s), if any, cited below: Grant Number: I522315 Award Amount: $77,084.05 Date Awarded: October 10, 2014 Grantee Cash Match: $20,271.01 Program Fund: VA -Victims of Crime Act Formula Grant Program Grantee In Kind Match: $4,000.00 CFDA: I6.575 - Victims of Crime Act Formula Grant Progra Total Project Cost: $10I,355.06 Grantee Name: Corpus Christi, City of Project Title: Victims of Crime Act Grant Period: 09'0I 2014 - 08=31 °2015 Liquidation Date: 11 29 2015 Grant Manager: David Viliafranca List of Post -Award Conditions of Funding and Other Fund -Specific Requirements Condition of Funding ` Project Requirement ate Created Date Met Hold Project Funds Hold [tem Funds Other Condition of Funding. The grantee authorizes the Office for Victims of Crime (OVC) or the Office of the Chief Financial Officer (OCFO) and it representatives, access to and the right to examine all records, books, papers or documents related to the VOCA grant. 10 ? 2014 Other Condition of Funding. The grantee must collect and maintain information on race, sex, national origin, age, and disabilities of recipients, where such information is voluntarily furnished by those receiving assistance. I0 2.20I4 EEOP Certification: Effective September 25, 2014 CJD posted revised content related to Equal Employment Opportunity Plan (EEOP). A Type 1 entity should review the updated content online in eGrants, and if applicable, download the EEOP Certification Form available here. Contact the eGrants help desk at I0. 14 2014 eGrants@governor.state.tx.us for further assistance. https://egrants.governor.state.tx.us/project/awardstatement.aspx?i2 4&i 1 8&gh =A0 -E5-... 10'21:'2014 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of November 11, 2014 Second Reading Ordinance for the City Council Meeting of November 18, 2014 DATE: October 3, 2014 TO: FROM: Ronald L. Olson, City Manager Annette Rodriguez, Director of Public Health Annetter@cctexas.com 361-826-7205 Seafood & Aquatic Life Activities grant FY 14-15 Approval of grant award and appropriation of funds CAPTION: Ordinance authorizing the City manager or designee to execute all documents necessary to accept and appropriate a grant of $22,500 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide laboratory services for the analysis of bay water samples for the contract period of September 1, 2014 through August 31, 2015; and to ratify acceptance of the grant to begin as of September 1, 2014. PURPOSE: The Seafood and Aquatic Life Grant allows the Health District Laboratory to test water surrounding oyster beds to assure oysters are safe for human consumption. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant in the amount of $22,500.00 to provide funding for laboratory services for the analysis of marine water samples beginning September 1, 2014, through August 31, 2015, for the purchase of supplies to support the analysis of marine water for the Seafood Safety Division of DSHS. ALTERNATIVES: Discontinue analysis of bay water samples OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds EMERGENCY 1 NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Finance FINANCIAL IMPACT: X Operating o Revenue o Capital o Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $22,500 $22,500 BALANCE $22,500 $22,500 Fund(s). Comments: No match funding required RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Contract No. 2015-047198-001 Ordinance Ordinance authorizing the City manager or designee to execute all documents necessary to accept and appropriate a grant of $22,500 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide laboratory services for the analysis of bay water samples for the contract period of September 1, 2014, through August 31, 2015; and to ratify acceptance of the grant to begin as of September 1, 2014. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1 : The City Manager, or his designee, is authorized to execute all documents necessary to accept and appropriate a grant in the amount of $22,500 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide laboratory services for the analysis of marine water samples for the contract period of September 1, 2014, through August 31, 2015. (Contract #2015-047198). Section 2: Further the City Council ratifies acceptance of the grant to begin as of September 1, 2014. A copy of the executed grant shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2015, by the following vote: Nelda Martinez 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 , 2014, 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 , 2014. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor DEPARTMENT OF STATE HEALTH SERVICES This contract, number 2015-047198 (Contract), is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and CITY OF CORPUS CHRISTI (Contractor), a Government Entity, (collectively, the Parties). 1. Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations as described in the Program Attachments. 2. Total Amount of the Contract and Payment Method(s). The total amount of this Contract is $22,500.00, and the payment method(s) shall be as specified in the Program Attachments. 3. Funding Obligation. This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract. This Contract begins on 09/01/2014 and ends on 08/31/2015. DSHS has the option, in its sole discretion, to renew the Contract as provided in each Program Attachment. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. 5. Authority. DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Documents Forming Contract. The Contract consists of the following: a. Core Contract (this document) b. Program Attachments: 2015-047198-001 SEAFOOD & AQUATIC LIFE c. General Provisions (Vendor) d. Solicitation Document(s), N/A e. Contractor's response(s) to the Solicitation Document(s), N/A f Exhibits, N/A Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 92648-1 7. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the General Provisions, then the Solicitation Document, if any, and then Contractor' s response to the Solicitation Document, if any. 8. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: CITY OF CORPUS CHRISTI Address: PO BOX 9277 CORPUS CHRISTI, TX 78469-9277 Vendor Identification Number: 17460005741027 9. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. By signing below, the Parties acknowledge that they have read the Contract and agree to its terms, and that the persons whose signatures appear below have the requisite authority to execute this Contract on behalf of the named party. DEPARTMENT OF STATE HEALTH SERVICES CITY OF CORPUS CHRISTI By: By: Signature of Authorized Official Signature Date Date Kathryn Perkins Assistant Commissioner for Regulatory Printed Name and Title Services Address 1100 WEST 49TH STREET AUSTIN, TEXAS 78756 City, State, Zip 512.458.7338 kathy.perkins@dshs.state.tx.us 92648-1 Telephone Number E-mail Address for Official Correspondence CONTRACT NO. 2015-047198 PROGRAM ATTACHMENT NO.001 PURCHASE ORDER NO.0000409206 CONTRACTOR: CITY OF CORPUS CHRISTI DSHS PROGRAM: SEAFOOD & AQUATIC LIFE TERM: 09/01/2014 THRU 08/31/2015 SECTION I. STATEMENT OF WORK: A. Contractor will provide laboratory services for the analysis of bay water samples collected by the Department of State Health Services (DSHS). Tests will be performed in a laboratory certified to meet United States Food and Drug Administration requirements for shellfish waters testing. B. Contractor will: 1. Provide testing capacity for a minimum of forty 40 laboratory analysis tests of bay water samples per day for DSHS field offices. The number of laboratory analysis tests of bay water samples required per year is approximately 800-1500. Peak laboratory needs are from October 15 through May 15; 2. Analyze bay water samples for fecal coliform using the Association of Analytical Chemists (AOAC) modified A-1 method for Most Probable Number (MPN) using multiple -tube fermentation; 3. Be available for providing analyses a minimum of six days a week, 8:00 am to 5:00 pm; 4. Make results available to DSHS by phone and e-mail within two hours of completion of laboratory analyses and mail legible, reproducible, laboratory result forms to DSHS at the following address: Department of State Health Services Attn: Seafood and Aquatic Life Group PO Box 149347 MC: 1987 Austin, Texas 78714-9347 5. Be accessible by land and air travel and in a location where delivery services are available which can guarantee overnight delivery; 6. Be certified by the U.S. Food and Drug Administration or its certifying agency, DSHS, for analysis of shellfish waters; 7. Meet laboratory proficiency standards as set forth in Laboratory Procedures for the Examination of Seawater and Shellfish for analysis of shellfish by laboratories that have been cleaned and autoclaved; and 8. Return bay water sample bottles to the originating DSHS field office in containers supplied by DSHS, return freight collect, to DSHS. PROGRAM ATTACHMENT — Page 1 C. Payment under this Contract is subject to availability of funds. If funds become unavailable, DSHS will immediately notify Contractor in writing. Contractor will be relieved of further performance under this Contract if and as of the time it is notified in writing that funds are or will be unavailable. SECTION II. PERFORMANCE MEASURES: DSHS will monitor the Contractor's compliance with and performance of the requirements in Section I(B). SECTION III. SOLICITATION DOCUMENT: Exempt -Governmental Entity. SECTION IV. RENEWALS: NONE SECTION V. PAYMENT METHOD: Fee for Service SECTION VI. BILLING INSTRUCTIONS: Contractor will submit a State of Texas Purchase Voucher (Form B-13) monthly, for services performed each month to: Department of State Health Services Claims Processing Unit MC: 1940 PO Box 149347 Austin, Texas 78714-9347 Contractor may submit the State of Texas Purchase Voucher (Form B-13) via facsimile at (512) 458-7442 or e- mail at mailto:invoices@dshs.state.tx.us. Form B-13 will include the total number of laboratory tests performed for which results are reported. Compensation for tests will be based on the bidder's test fee schedule for the test. SECTION VII. BUDGET: DSHS will pay Contractor an amount of $35.00 for each completed and satisfactorily performed fecal coliform test. Total payments will not exceed $22,500.00. SOURCE OF FUNDS: State SECTION VIII. SPECIAL PROVISIONS: N/A PROGRAM ATTACHMENT — Page 2 FISCAL YEAR 2015 DEPARTMENT OF STATE HEALTH SERVICES (DSHS) CORE VENDOR CONTRACT GENERAL PROVISIONS ARTICLE I CONTRACT COMPONENTS AND ORDER OF PRECEDENCE 4 SECTION 1.01 COMPLIANCE WITH STATUTES AND RULES 4 SECTION 1.02 ORDER OF PRECEDENCE 4 ARTICLE II COMPLIANCE AND REPORTING 4 SECTION 2.01 COMPLIANCE 4 SECTION 2.02 PRECEDENCE OF CONTRACT TERMS 4 SECTION 2.03 EFFECT OF LEGISLATIVE CHANGES 4 SECTION 2.04 COMPLIANCE WITH REQUIREMENTS OF SOLICITATION DOCUMENT 4 SECTION 2.05 REPORTING 4 SECTION 2.06 APPLICABLE CONTRACTS LAW AND VENUE FOR DISPUTES 4 SECTION 2.07 STATUTES AND STANDARDS OF GENERAL APPLICABILITY 5 SECTION 2.08 APPLICABILITY OF GENERAL PROVISIONS TO INTERAGENCY AND INTERLOCAL CONTRACTS 6 SECTION 2.09 CIVIL RIGHTS POLICY AND COMPLAINTS 7 SECTION 2.10 LICENSES, CERTIFICATIONS, PERMITS, REGISTRATIONS AND APPROVALS 7 SECTION 2.11 FUNDING OBLIGATION 7 SECTION 2.12 WHISTLEBLOWER ACT PROTECTION 7 SECTION 2.13 FEDERAL ASSISTANCE IDENTIFICATION NUMBER 8 ARTICLE III SERVICES 8 SECTION 3.01 EDUCATION TO PERSONS IN RESIDENTIAL FACILITIES 8 SECTION 3.02 DISASTER SERVICES 8 SECTION 3.03 CONSENT TO MEDICAL CARE OF A MINOR 8 SECTION 3.04 TELEMEDICINE MEDICAL SERVICES 8 SECTION 3.05 SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY 9 ARTICLE IV FUNDING 9 SECTION 4.01 DEBT TO STATE AND CORPORATE STATUS 9 SECTION 4.02 APPLICATION OF PAYMENT DUE 9 ARTICLE V PAYMENT METHODS AND RESTRICTIONS 9 SECTION 5.01 PAYMENT METHODS. 9 SECTION 5.02 BILLING SUBMISSION. 10 SECTION 5.03 FINAL BILLINGSUBMISSION 10 SECTION 5.04 THIRD PARTY PAYORS 10 SECTION 5.05 FINANCIAL STATUS REPORTS 10 ARTICLE VI TERMS AND CONDITIONS OF PAYMENT 11 SECTION 6.01 PROMPT PAYMENT 11 SECTION 6.02 PAYMENT BY DEPARTMENT 11 SECTION 6.03 WITHHOLDING PAYMENTS 11 ARTICLE VII CONFIDENTIALITY 11 SECTION 7.01 MAINTENANCE OF CONFIDENTIALITY 11 SECTION 7.02 DEPARTMENT ACCESS TO PHI AND OTHER CONFIDENTIAL INFORMATION 11 SECTION 7.03 EXCHANGE OF CLIENT -IDENTIFYING INFORMATION 11 SECTION 7.04 SECURITY OF PATIENT OR CLIENT RECORDS 12 SECTION 7.05 HIV/AIDS MODEL WORKPLACE GUIDELINES 122 ARTICLE VIII REQUIRED DISCLOSURES 12 SECTION 8.01 TEXAS PUBLIC INFORMATION ACT 12 General Provisions (Core Vendor June 27, 2014) 1 ARTICLE IX RECORDS RETENTION 12 SECTION 9.01 RETENTION 12 ARTICLE X ACCESS AND INSPECTION AND AUDIT OF RECORDS 13 SECTION 10.01 ACCESS 13 SECTION 10.02 STATE AUDITOR'S OFFICE. 13 SECTION 10.03 RESPONDING TO DEFICIENCIES 13 ARTICLE XI REPORTING REQUIREMENTS 13 SECTION 11.01 CHILD ABUSE REPORTING REQUIREMENT 13 SECTION 11.02 SIGNIFICANT INCIDENTS 14 SECTION 11.03 LITIGATION. 14 SECTION 11.04 CONTRACT OR LICENSE ACTION AGAINST THE CONTRACTOR 14 SECTION 11.05 INSOLVENCY 14 SECTION 11.06 PERFORMANCE MALFEASANCE 15 SECTION 11.07 CRIMINAL ACTIVITY AND DISCIPLINARY ACTION 15 SECTION 11.08 RETALIATION PROHIBITED 15 SECTION 11.09 DOCUMENTATION 15 ARTICLE XII ASSURANCES AND CERTIFICATIONS 15 SECTION 12.01 CERTIFICATION 15 SECTION 12.02 CHILD SUPPORT DELINQUENCIES 16 SECTION 12.03 AUTHORIZATION 16 SECTION 12.04 GIFTS AND BENEFITS PROHIBITED 16 SECTION 12.05 INELIGIBILITY TO RECEIVE THE CONTRACT 17 SECTION 12.06 ANTITRUST 17 ARTICLE XIII GENERAL BUSINESS OPERATIONS OF CONTRACTOR 17 SECTION 13.01 PROGRAM SITE 17 SECTION 13.02 HISTORICALLY UNDERUTILIZED BUSINESSES (HUBS) 17 SECTION 13.03 Buy TEXAS 17 SECTION 13.04 STATUS OF SUBCONTRACTORS 17 SECTION 13.05 INDEPENDENT CONTRACTOR 18 SECTION 13.06 AUTHORITY TO BIND 18 SECTION 13.07 TAX LIABILITY 18 SECTION 13.08 NOTICE OF ORGANIZATIONAL CHANGE 18 SECTION 13.09 No ENDORSEMENT 18 ARTICLE XIV GENERAL TERMS 18 SECTION 14.01 ASSIGNMENT. 18 SECTION 14.02 LOBBYING 19 SECTION 14.03 CONFLICT OF INTEREST. 19 SECTION 14.04 TRANSACTIONS BETWEEN RELATED PARTIES 19 SECTION 14.05 INTELLECTUAL PROPERTY 20 SECTION 14.06 OTHER INTANGIBLE PROPERTY. 21 SECTION 14.07 SEVERABILITY AND AMBIGUITY 21 SECTION 14.08 LEGAL NOTICE 21 SECTION 14.09 SUCCESSORS. 21 SECTION 14.10 HEADINGS 21 SECTION 14.11 PARTIES 21 SECTION 14.12 SURVIVABILITY OF TERMS 21 SECTION 14.13 CUSTOMER SERVICE INFORMATION 21 SECTION 14.14 AMENDMENT. 21 SECTION 14.15 CONTRACTOR'S NOTIFICATION OF CHANGE TO CERTAIN CONTRACT PROVISIONS 22 SECTION 14.16 UNILATERAL AMENDMENT 22 SECTION 14.17 IMMUNITY NOT WAIVED 22 SECTION 14.18 HOLD HARMLESS AND INDEMNIFICATION 22 SECTION 14.19 WAIVER 22 SECTION 14.20 ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY AND SECURITY STANDARDS 22 SECTION 14.21 FORCE MAJEURE 24 SECTION 14.22 INTERIM CONTRACTS 24 General Provisions (Core Vendor June 27, 2014) 2 SECTION 14.23 COOPERATION AND COMMUNICATION 24 ARTICLE XV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE 24 SECTION 15.01 ACTIONS CONSTITUTING BREACH OF CONTRACT 24 SECTION 15.02 GENERAL REMEDIES AND SANCTIONS 25 SECTION 15.03 NOTICE OF REMEDIES OR SANCTIONS 26 SECTION 15.04 EMERGENCY ACTION 26 ARTICLE XVI CLAIMS AGAINST THE DEPARTMENT 27 SECTION 16.01 BREACH OF CONTRACT CLAIM 27 SECTION 16.02 NOTICE 27 SECTION 16.03 SOLE REMEDY 27 SECTION 16.04 CONDITION PRECEDENT TO SUIT. 27 SECTION 16.05 PERFORMANCE NOT SUSPENDED. 27 ARTICLE XVII TERMINATION AND TEMPORARY SUSPENSION 27 SECTION 17.01 EXPIRATION OF CONTRACTOR PROGRAM ATTACHMENT 27 SECTION 17.02 Et I, OF TERMINATION OR EXPIRATION 27 SECTION 17.03 TERMINATION OR TEMPORARY SUSPENSION WITHOUT CAUSE ERROR! BOOKMARK NOT DEFINED. SECTION 17.04 IMMEDIATE TERMINATION 28 SECTION 17.05 EMERGENCY ACTION TERMINATION 28 SECTION 17.06 TERMINATION FOR CAUSE 28 SECTION 17.07 NOTICE OF TERMINATION 29 ARTICLE XVIII VOID, SUSPENDED, AND TERMINATED CONTRACTS 29 SECTION 18.01 VOID CONTRACTS. 29 SECTION 18.02 EFFECT OF VOID, SUSPENDED, OR INVOLUNTARILY TERMINATED CONTRACT 29 SECTION 18.03 APPEALS RIGHTS FOR DSHS FUNDED BLOCK GRANTS 29 ARTICLE XIX CLOSEOUT 30 SECTION 19.01 CESSATION OF SERVICES AT CLOSEOUT 30 SECTION 19.02 ADMINISTRATIVE OFFSET 30 SECTION 19.03 DEADLINE FOR CLOSEOUT 30 SECTION 19.04 PAYMENT OF REFUNDS 30 SECTION 19.05 DISALLOWANCES AND ADJUSTMENTS. 30 General Provisions (Core Vendor June 27, 2014) 3 Section 1.01 documents: ARTICLE I CONTRACT COMPONENTS Contract Components. As used in herein, the "Contract" consists of the following a. The Core Contract and its Program Attachment(s) or statements of work, including all attachments, addenda or amendments; b. These General Provisions; c. The solicitation document, including all attachments, addenda or amendments; and the response, proposal or application submitted by Contractor in response to the solicitation document. Section 1.02 Order of Precedence. To the extent that there is any conflict between the terms of any contract component document, the conflict shall be resolved in the above order of priority in Section 1.01. ARTICLE II COMPLIANCE AND REPORTING Section 2.01 Compliance. Contractor shall comply and shall require its subcontractor(s) to comply with the requirements of these general provisions and all other applicable state and federal statutes, regulations, rules and executive orders, as such statutes, regulations, rules and executive orders including as such statutes, regulations, rules and executive orders may be amended. Section 2.02 Precedence of Contract Terms. To the extent this Contract imposes a higher standard or additional requirements beyond those required by applicable statutes, regulations, rules or executive orders, the terms of this Contract shall take precedence and control. Section 2.03 Effect of Legislative Changes. Contractor agrees that upon notification from DSHS Contractor shall comply with the any changes that terms DSHS is required to include in its contracts that are a result of legislation during the term of this Contract. Section 2.04 Compliance with Requirements of Solicitation Document. If applicable and except as specified in these General Provisions or the contract's terms, the Contractor shall comply with the requirements, eligibility conditions, assurances, certifications and program requirements of the Solicitation Document for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract and may result in termination. Section 2.05 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and provided for in the contract. Contractor shall also provide any other information requested by the Department in the format required by DSHS. Failure to submit any required report or additional requested information by the due date specified in the contract or upon request may constitute a breach of contract and result in delayed payment and/or the imposition of sanctions and remedies. And failure to comply with a reporting requirement may adversely affect evaluation of Contractor's ability to contract in the future with the Department. Section 2.06 Applicable Contracts Law and Venue for Disputes. Except as provided for in Article XV, all issues related to this contract, including formation, performance and interpretation that may arise in any dispute between the Parties shall be governed by and construed in accordance with the laws of the State of Texas and venue shall be Travis County, Texas. General Provisions (Core Vendor June 27, 2014) 4 Section 2.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes, rules, regulations, executive orders and policies. To the extent applicable to Contractor, Contractor shall comply with the following: The following statutes, rules, regulations, and DSHS policy (and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs, benefits or activities or denial of any aid, care, service or other benefit on the basis of race, color, national origin, limited English proficiency, sex, sexual orientation (where applicable), disabilities, age, substance abuse, political belief or religion: 1) Title VI of the Civil Rights Act of 1964, 42 USC §§ 2000d et seq.; 2) Title IX of the Education Amendments of 1972, 20 USC §§ 1681- 1683, and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973, 29 USC § 794(a); 4) the Americans with Disabilities Act of 1990, 42 USC §§ 12101 et seq.; 5) Age Discrimination Act of 1975, 42 USC §§ 6101-6107; 6) Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, 42 USC § 290dd (b)(1); 7) 45 CFR Parts 80, 84, 86 and 91; 8) U.S. Department of Labor, Equal Employment Opportunity E.O. 11246; 9) Tex. Labor Code Chapter 21; 10) Food Stamp Act of 1977 (7 USC §§ 200 et seq.); 11) Executive Order 13279, 45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; (12) Drug Abuse Office and Treatment Act of 1972, 21 USC §§ 1101 et seq., relating to drug abuse; (13) Public Health Service Act of 1912, §§ 523 and 527, 42 USC § 290dd-2, and 42 CFR pt. 2, relating to confidentiality of alcohol and drug abuse patient records; (14) Title VIII of the Civil Rights Act of 1968, 42 USC §§ 3601 et seq., relating to nondiscrimination in housing; and (15) DSHS Policy AA -5018, Non-discrimination Policy for DSHS Programs; Immigration Reform and Control Act of 1986, 8 USC § 1324a, and Immigration Act of 1990, 8 USC 1101 et seq., as amended by Public Law 113-4 (March 7, 2013), regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; Pro -Children Act of 1994, 20 USC §§ 6081-6084, and the Pro -Children Act of 2001, 20 USC § 7183, regarding the non- use of all tobacco products; National Research Service Award Act of 1971, 42 USC §§ 289a-1 et seq., and 6601 (P.L. 93-348 and P.L. 103-43), regarding human subjects involved in research; Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-26, which limits the political activity of employees whose employment is funded with federal funds; Fair Labor Standards Act, 29 USC §§ 201 et seq., and the Intergovernmental Personnel Act of 1970, 42 USC §§ 4701 et seq., as applicable, concerning minimum wage and maximum hours; Texas Government Code Chapter 469, pertaining to eliminating architectural barriers for persons with disabilities; Texas Workers' Compensation Act, Texas Labor Code Chapters 401-406, and 28 Texas Administrative Code (TAC) pt. 2, regarding compensation for employees' injuries; The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the regulation and certification of clinical laboratories; The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens, 29 CFR § 1910.1030, or Title 25 Tex Admin Code Chapter 96 regarding safety standards for handling blood borne pathogens; Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment of laboratory animals; Environmental standards pursuant to the following: 1) Institution of environmental quality control measures under the National Environmental Policy Act of 1969, 42 USC §§ 4321-4347 and Executive Order 11514 (35 Fed. Reg. 4247), General Provisions (Core Vendor June 27, 2014) 5 "Protection and Enhancement of Environmental Quality;" 2) Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32), "Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans;" 3) Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961; 4) Evaluation of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. Reg. 26951 and, if applicable, flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234); 5) Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6) Federal Water Pollution Control Act, 33 USC §§ 1251 et seq.; 7) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, 42 USC §§ 300f -300j; 8) Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955, 42 USC §§ 7401 et seq.; 10) Wild and Scenic Rivers Act of 1968, 16 USC §§ 1271 et seq., related to protecting certain rivers system; and 11) Lead -Based Paint Poisoning Prevention Act, 42 USC §§ 4822 et seq., prohibiting the use of lead-based paint in residential construction or rehabilitation; Intergovernmental Personnel Act of 1970, 42 USC §§ 4278-4763, regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration, 5 CFR Part1200 et seq; Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646), 42 USC § §4601 et seq, relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally -assisted programs; Davis -Bacon Act, 40 USC §§ 276a to 276a-7; the Copeland Act, 40 USC §§ 276c and 18 USC § 874; and the Contract Work Hours and Safety Standards Act, 40 USC §§ 327-333, regarding labor standards for federally -assisted construction subagreements; National Historic Preservation Act of 1966, § 106, 16 USC § 470; Executive Order 11593; and the Archaeological and Historic Preservation Act of 1974 (16 USC §§ 469a-1 et seq.) regarding historic property to the extent necessary to assist DSHS in complying with the Acts; Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104); Executive Order, Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, if required by a federal funding source of this Contract; Whistleblower Protection Enhancement Act (5 U.S.C. 2302(b)(8)) and Texas Whistleblower Act (Tex. Gov. Code Chapter 554); and Requirements of any other applicable state and federal statutes, executive orders, regulations, rules and policies. If this Contract is funded by a federal grant or cooperative agreement, additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Contract. Section 2.08 Applicability of General Provisions to Interagency and Interlocal Contracts. DSHS has the authority to enter into: a. Interagency Cooperation Contracts (Texas Government Code Chapter 771) with state agencies and institutions of higher education; and b. Interlocal Cooperation Contracts (Texas Government Code Chapter 79) with local governmental entities. The following sections or portions of sections of these General Provisions shall not apply to interagency or interlocal General Provisions (Core Vendor June 27, 2014) 6 contracts: Hold Harmless and Indemnification, Section 14.18; Independent Contractor, Section 13.05 , Historically Underutilized Businesses (HUBs), Section 13.02 (Contractor, however, shall comply with HUB requirements of other statutes and rules specifically applicable to that entity; Debt to State and Corporate Status, Section 4.01; Application of Payment Due, Section 4.02; and Article XVI, Claims against the Department. The following additional provisions shall apply to Interlocal Cooperation Contracts: a. Payments made by DSHS to Contractor shall be from current revenues available to DSHS; and b. Each Party represents that it has been authorized to enter into this Contract. Section 2.09 Civil Rights Policy and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission (MSC) Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten calendar days after Contractor's receipt of the claim. Notice must be directed to: Civil Rights Office Health and Human Services Commission 701 W. 51st Street, Mail Code W206 Austin, Texas 78751 (888) 388-6332 or 512-438-4313 TTY Toll-free (877) 432-7232 HHSCivilRightsOfficeghhsc. state.tx.us Section 2.10 Licenses, Certifications, Permits, Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses, certifications, permits, registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation, surrender, expiration, non- renewal, inactivation or suspension of any such license, certification, permit, registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees, staff and volunteers obtain and maintain in active status all licenses, certifications, permits, registrations and approvals required to perform their duties under this Contract and shall prohibit any person who does not hold a current, active required license, certification, permit, registration or approval from performing services under this Contract. Section 2.11 Funding Obligation. This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment of the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction shall include instructions and detailed information on how DSHS shall fund the services and/or goods to be procured with the restricted or reduced funds. Section 2.12 Whistleblower Act Protection. This Contract is required to include the whistleblower act protections to grantees, their subgrantees and subcontractors, and contractor must inform their employees of whistleblowers' rights and remedies. The requirement is in effect for all grants, contracts, subgrants, and subcontractors issued beginning July 1, 2013 through January 1, 2017. Section 2.13 Federal Assistance Identification Number. This Contract is required to include the Federal Assistance Identification Number (FAIN) on each subaward under a Federal award to enable reporting of General Provisions (Core Vendor June 27, 2014) 7 expenditures according to the FAIN for improved accuracy. As a term and condition of the award, Federal agencies must require that all recipients document the assigned FAIN on each subaward under the Federal award. ARTICLE III SERVICES Section 3.01 Education to Persons in Residential Facilities. If applicable, Contractor shall ensure that all persons, who are housed in Department -licensed and/or -funded residential facilities and are 22 years of age or younger, have access to educational services as required by Texas Education Code § 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by this Section not later than the third calendar day after the date a person who is 22 years of age or younger is placed in Contractor's residential facility. Section 3.02 Disaster Services. In the event of a local, state, or federal emergency, including natural, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the appropriate federal official, Contractor may be called upon to assist DSHS in providing services, as appropriate, in the following areas: a. Community evacuation; b.Health and medical assistance; c. Assessment of health and medical needs; d.Health surveillance; e. Medical care personnel; f. Health and medical equipment and supplies; g.Patient evacuation; h.In-hospital care and hospital facility status; i. Food, drug and medical device safety; j. Worker health and safety; k.Mental health and substance abuse; 1. Public health information; m. Vector control and veterinary services; and n. Victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency, be cost-effective, and be least intrusive on Contractor's primary services. Section 3.03 Consent to Medical Care of a Minor. If Contractor provides medical, dental, psychological or surgical treatment to a minor under this Contract, either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Texas Family Code Chapter 32, relating to consent to treatment of a child by a non -parent or the child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with this Chapter, then federal law supersedes state law. Section 3.04 Telemedicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing_telemedicine service must include the following requirements: a. Clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b. Contraindication considerations for telemedicine use; c. Qualified staff members to ensure the safety of the individual being served by telemedicine at the remote General Provisions (Core Vendor June 27, 2014) 8 site; d. Safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e. Use by credentialed licensed providers providing clinical care within the scope of their licenses; f. Demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g. Priority in scheduling the system for clinical care of individuals; h. Quality oversight and monitoring of satisfaction of the individuals served; and i. Management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under 25 TAC Rule § 448.911. Section 3.05 Services and Information for Persons with Limited English Proficiency. Contractor shall take reasonable steps to provide services and information both orally and in writing, in appropriate languages other than English, to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits and activities. Contractor shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. Contractor shall make every effort to avoid use of any persons under the age of 18 or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. ARTICLE IV FUNDING Section 4.01 Debt to State and Corporate Status. Pursuant to Texas Government Code § 403.055, the Department shall not approve and Texas Comptroller of Public Accounts shall not issue payment to Contractor if Contractor is indebted to the State for any reason, including a tax delinquency. Contractor, if a corporation, certifies by execution of this Contract that it is current and shall remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law (Texas Tax Code §§ 171.001 et seq.). As a corporation, this Contractor further certifies that it is and shall remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 4.02 Application of Payment Due. Contractor agrees that any payments due under this Contract shall be applied towards any debt of Contractor, including but not limited to delinquent taxes and child support that is owed to the State of Texas. ARTICLE V PAYMENT METHODS AND RESTRICTIONS Section 5.01 Payment Methods. Except as otherwise provided by the provisions of this Contract, the payment method for each Contract shall be unit rate/fee for service. This payment method is based on a fixed price or a specified rate or fee for delivery of a specified unit of service, as stated in the Contract and acceptable submission of all required documentation, reports, forms and/or deliverables. Section 5.02 Billing Submission. Contractors shall bill the Department in accordance with the Contract in the form and format prescribed by DSHS. Unless otherwise specified in the Contract or permitted under the General Provisions (Core Vendor June 27, 2014) 9 Third Party Payors section of this Article, Contractor shall submit requests for payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 5.03 Final Billing Submission. Unless otherwise provided by the Department, Contractor shall submit a reimbursement or payment request as a final close-out bill not later than 45 calendar days following the end of the term of the Contract for goods received and services provided by the Contractor. If necessary to meet this deadline, Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than 45 calendar days following the end of the applicable term shall not be paid. Consideration of requests for an exception shall be made on a case-by- case basis, subject to the availability of funding, and only for an extenuating circumstance, such as a catastrophic event, natural disaster or criminal activity that substantially interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 5.04 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local and private funding sources. Except as provided in this Contract, Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor shall: a. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs and bill those programs for the covered services; b. Provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; c. Allow clients that are otherwise eligible for Department services, but cannot pay a deductible required by a third party payor, to receive services up to the amount of the deductible and to bill the Department for the deductible; d. Not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted, in which case the 30 -day requirement in the Billing Submission section shall be extended until all such appeals have been exhausted; e. Maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; f. Bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department; and g. Provide third party billing functions at no cost to the client. Section 5.05 Financial Status Reports (FSRs). Except as otherwise provided in these General Provisions or in the terms of Contracts, if a contract has a categorical budget, Contractor shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Contract term for Department review and financial assessment. Contractor shall submit the final FSR no later than 45 calendar days following the end of the Contract term. General Provisions (Core Vendor June 27, 2014) 10 ARTICLE VI TERMS AND CONDITIONS OF PAYMENT Section 6.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this Contract, Department shall pay Contractor. Payments are contingent upon a signed Contract and shall not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment only if the service, work, and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met, Department shall make payment in accordance with the Texas Prompt Payment Act, Texas Government Code Chapter 2251. Contractor shall also certify that it shall comply with the provisions in this Chapter regarding its prompt payment obligations to its subcontractors. Section 6.02 Payment by Department. Payment of invoices by the Department shall not constitute acceptance or approval of Contractor's performance nor foreclose the right of the Department and HHSC to recover excessive or illegal payments. All invoices and Contractor's performance are subject to review and audit by the Department. Section 6.03 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset overpayments that Contractor has not refunded to Department. Department may take repayment from funds due to the Contractor for services performed or goods delivered in amounts necessary to fulfill Contractor's repayment obligations. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract, including patient and client records that contain protected health information (PHI) and any other information that discloses confidential personal information or identifies any client served by DSHS in accordance with applicable federal and state law, rules and regulations, including but not limited to: a. 7 Code of Federal Regulations (CFR) Part 246; 42 CFR Part 2, 45 CFR Parts 160 and 164 (Health Insurance Portability and Accountability Act [HIPAA]); b. Texas Health and Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161, 181, 241, 245, 251, 534, 576, 577, 596, 611 and 773; and c. Texas Occupations Code, Chapters 56 and 159 and d. Any other applicable federal and state laws, rules or regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request, collect and receive PHI and other confidential information under this Contract, without the consent of the individual to whom the PHI relates, for funding, payment and administration of the grant program and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client -Identifying Information. Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR § 164.504(e)(3)(i)(B), Texas Health and Safety Code § 533.009 and 25 TAC Chapter 414, Subchapter A or any other applicable federal or state laws, rules or regulations. Contractor shall disclose information described in Texas Health and Safety Code § 614.017(a)(2) relating to special needs offenders, to an agency described in Texas Health and Safety Code § 614.017(c) upon request of that agency, unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. General Provisions (Core Vendor June 27, 2014) 11 Section 7.04 Security of Patient or Client Records. Contractor shall ensure that patient and client records are managed in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department, without the consent or authorization of the patient or client, upon termination of this Contract or a Contract to this Contract, as applicable, or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client, Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Contract to this Contract, as applicable or if care or treatment is transferred to another DSHS-funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care, services, or programs, Contractor shall implement Department's policies based on the HIV/AIDS (human immunodeficiency virus/acquired immunodeficiency syndrome), AIDS Model Workplace Guidelines for Businesses, State Agencies and State Contractors Policy No. 090.021. Contractor shall also educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the Texas. Health & Safety Code §§ 85.112-114. A link to the Model Workplace Guidelines can be found at: http://www.dshs.state.tx.us/hivstd/policy/policies.shtm ARTICLE VIII REQUIRED DISCLOSURES Section 8.01 Texas Public Information Act. Notwithstanding any provision herein to the contrary, the Contractor understands that DSHS shall comply with the Texas Public Information Act, Texas Government Code Chapter 552, as interpreted by judicial opinions and the opinions and open records decisions of the Office of the Attorney General. If the Contractor is not a state agency, institution of higher education or other governmental entity, then the Contractor is required to make any information created or exchanged with the state pursuant to a contract, which is not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the state. ARTICLE IX RECORDS RETENTION Section 9.01 Retention. Contractor shall retain and preserve records in accordance with applicable state and federal statutes, rules and regulations. At a minimum, Contractor shall maintain all records, including but not limited to financial that are generated or collected by Contractor under the provisions of this Contract for a period of four years after the termination of this Contract. If services are funded through Medicaid, the federal retention period, if more than four (4) years, shall apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. Contractor shall retain medical records in accordance with 22 TAC § 165.1(b) or other applicable statutes, rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations, it shall ensure that records relating to this Contract are securely stored and are accessible by the Department upon Department's request for at least four years from the date Contractor ceases business or from the date this Contract terminates, whichever is sooner. General Provisions (Core Vendor June 27, 2014) 12 Contractor shall provide, and update as necessary, the name and address of the party responsible for storage of records to the contract manager assigned to this Contract. ARTICLE X ACCESS, INSPECTION AND AUDIT OF RECORDS Section 10.01 Access and Inspection. In addition to any right of access arising by operation of law, Contractor and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, including the Comptroller General of the United States, the Office of the Inspector General at HHSC (OIG) and the State Auditor's Office (SAO) or any of their successor agencies, unrestricted access to and the right to examine any site where business is conducted or client services are performed, and all records, which includes but is not limited to financial, client and patient records, books, papers or documents related to this Contract. If deemed necessary by the Department or the OIG, for the purpose of investigation or hearing, Contractor shall produce original documents related to this Contract. The Department and HHSC shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Contractor shall make available to the Department information collected, assembled or maintained by Contractor relative to this Contract for the Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to, and examination of, sites and information related to this Contract in any subcontract it awards. Section 10.02 State Auditor's Office. Contractor shall, upon request, make all records, books, papers, documents, or recordings related to this Contract available for inspection, audit, or reproduction during normal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of funds under this Contract acts as acceptance of the authority of the SAO, or any successor agency, to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested, and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds shall apply to Contract funds disbursed by Contractor to its subcontractors, and_Contractor shall include this provision concerning the SAO' s authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 10.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site shall be conveyed in writing to Contractor. Contractor shall submit, by the date prescribed by DSHS, a resolution to the deficiency identified in a site inspection, program review or management or financial audit to the satisfaction of DSHS or, if directed by DSHS, a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non -Compliance Article of these General Provisions. ARTICLE XI REPORTING REQUIREMENTS Section 11.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: a. Human Immunodeficiency Virus/Sexually Transmitted Diseases (HIV/STD); b. Family Planning (Titles V, X and XX); c. Primary Health Care; d. Maternal and Child Health; and e. Women, Infants and Children (WIC) Nutrition Services. All Contractors shall comply with child abuse reporting guidelines and requirements in Texas Family Code Chapter General Provisions (Core Vendor June 27, 2014) 13 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting, and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form located at www.dshs.state.tx.us/childabusereporting as required by the Department. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. This section is in addition to and does not supersede any other legal obligation of the Contractor to report child abuse. Section 11.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall report to the contract manager assigned to the Contract significant incidents involving substantial disruption of Contractor's program operation or affecting or potentially affecting the health, safety or welfare of Department - funded clients or participants within 72 hours of discovery. Section 11.03 Litigation. Contractor shall notify the contract manager assigned to the Contract of litigation related to or affecting this Contract and to which Contractor is a party within seven calendar days of becoming aware of such a proceeding. This includes, but is not limited to an action, suit or proceeding before any court or governmental body, which includes but is not limited to environmental and civil rights matters, professional liability and employee litigation. Notification must include the names of the parties, nature of the litigation and remedy sought, including amount of damages, if any. Section 11.04 Contract or License Action Against the Contractor. Contractor shall notify the contract manager assigned to the contract if Contractor has had a contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within three working days of the suspension or termination. Such notification must include the: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; c. Date of the contract; d. Date of suspension or termination; and e. Contract or case reference number. If Contractor has surrendered its license or has had its license suspended or revoked by any local, state or federal department or agency or non-profit entity, it shall disclose this information within three working days of the surrender, suspension or revocation to the contract manager assigned to the Contract by submitting a one- page description that includes the: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; c. Date of the license action; and d. License or case reference number. Section 11.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Contract of Contractor's insolvency, incapacity or outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission (TWC) within three working days of the date of determination that Contractor is insolvent or incapacitated or the date Contractor discovered an unpaid obligation to the IRS or TWC. The Contractor shall also notify in writing the contract manager assigned of its plan to seek bankruptcy protection within three working days of such action by Contractor. General Provisions (Core Vendor June 27, 2014) 14 Section 11.06 Performance Malfeasance. Contractor shall report to the contract manager assigned to the Contract any knowledge of debarment, suspected fraud or unlawful activity related to performance under this Contract. Contractor shall make such report no later than three working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Additionally, if this Contract is federally funded by the Department of Health and Human Services (HHS), Contractor shall report any credible evidence that a principal, employee, subcontractor or agent of Contractor, or any other person, has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving those funds. Contractor shall make this report to the SAO at http://sao.fraud.state.tx.us, and to the HHS Office of Inspector General at http://www.oig.hhs.gov/fraud/hotline/ no later than three working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 11.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision, received deferred adjudication, is presently indicted for or has been convicted of a criminal offense related to any financial matter, federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Contract if it has reason to believe Contractor, or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization, an employee or volunteer of Contractor, or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority, or has been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who engaged, or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services or have direct contact with clients, unless otherwise directed by DSHS. Section 11.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of, or cooperates with an investigation regarding, any applicable law, rule, regulation or standard to the Department, another state agency, or any federal, state or local law enforcement official. Section 11.09 Documentation. Contractor shall maintain appropriate documentation of all notices and reporting to DSHS as required under these General Provisions. ARTICLE XII ASSURANCES AND CERTIFICATIONS Section 12.01 Certification. Contractor certifies by execution of this Contract to the following: It is not disqualified under 2 CFR § 376.935 or ineligible for participation in federal or state assistance programs; Neither it, nor its principals, are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180 (parts A -I), 45 CFR Part 76 (or comparable federal regulations); It has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; General Provisions (Core Vendor June 27, 2014) 15 It is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; It is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; That no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare, Medicaid, or a federal block grant; Neither it, nor its principals have within the three year period preceding this Contract, has been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a private or public (federal, state or local) transaction or contract under a private or public transaction, violation of federal or state antitrust statutes (including those proscribing price-fixing between competitors, allocation of customers between competitors and bid -rigging), or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or false claims, tax evasion, obstruction of justice, receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; Neither it, nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with the commission of any of the offenses enumerated in subsection g) of this section; and Neither it, nor its principals within a three (3) -year period preceding this Contract has had one or more public transaction (federal, state or local) terminated for cause or default. Contractor shall include the certifications in this Article in all subcontracts. Contractor shall only make modifications as necessary to make them applicable to the subcontractor. Where Contractor is unable to certify to any of the statements in this Article, Contractor shall submit an explanation to the contract manager assigned to the Contract. Also, if Contractor's status with respect to the items certified in this Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Contract. Section 12.02 Child Support Delinquencies. As required by Texas Family Code § 231.006, a child support obligor who is more than 30 calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder or owner with an ownership interest of at least 25% is not eligible to receive payments from state funds under a contract to provide property materials, or services or receive a state -funded grant or loan. If applicable, Contractor shall maintain its eligibility to receive payments under this Contract, certifies that it is not ineligible to receive the payments specified in this Contract and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 12.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and if applicable, a resolution, motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract, and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 12.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, present or future employment, gift, loan, gratuity, special discount, trip, favor, service or anything of monetary value to a DSHS or HHSC official or General Provisions (Core Vendor June 27, 2014) 16 employee in connection with this Contract. Section 12.05 Ineligibility to Receive the Contract. a. Pursuant to Texas Government Code § 2155.004 and federal law, Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing, drafting or preparing the specifications, requirements, statement of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor nor its employees nor anyone acting for Contractor has received compensation from DSHS for participation in the developing, drafting or preparation of specifications, requirements or statements of work for this Contract or in the Solicitation Document associated with this Contract. b. Pursuant to Texas Government Code §§ 2155.006 and 2261.053, Contractor is ineligible to receive this Contract, if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law or been assessed a federal civil or administrative penalty, in connection with a contract awarded by the federal government for relief, recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24, 2005. c. Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Texas Government Code §§ 2155.004, 2155.006 or 2261.053 and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 12.06 Antitrust. Pursuant to 15 USC Sec. 1, et seq., and Texas Business & Commerce Code § 15.01, et seq. Contractor certifies that neither Contractor nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws nor communicated directly or indirectly regarding a bid made to any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. ARTICLE XIII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 13.01 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local, state and federal zoning, building, health, fire and safety standards. Section 13.02 Historically Underutilized Businesses (HUBs). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Contract, Contractor is encouraged to make a good faith effort to consider subcontracting with HUBS in accordance with Texas Government Code Chapter 2161 and 34 TAC § 20.14 et seq. Contractors may obtain a list of HUBs at http://www.window.state.tx.us/procurement/prog/hub. If Contractor has filed a HUB subcontracting plan, the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval of the revised plan from the Department's HUB Coordinator before proposed changes shall be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBs during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for the prior month's activity, if there was any such activity in accordance with 34 TAC § 20.16(c). Section 13.03 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Texas Government Code § 2155.4441. Section 13.04 Status of Subcontractors. Contractor shall require that all subcontractors certify that they General Provisions (Core Vendor June 27, 2014) 17 are/have: a. In good standing with all state and federal funding and regulatory agencies; b. Not currently debarred, suspended or otherwise excluded from participation in federal grant programs; c. Not delinquent on any repayment agreements; d. Not had a required license or certification revoked; e. Not ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract (Assurances and Certifications Article) or the Conflict of Interest or Transactions Between Related Parties sections (General Terms Article); and f. Not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three years any license issued by the Department. No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. Section 13.05 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees, subcontractors, joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its employees, subcontractors, joint venture participants or agents shall not be eligible for unemployment compensation from the Department or the State of Texas. Section 13.06 Authority to Bind. The person or persons signing this Contract on behalf of Contractor, or representing themselves as signing this Contract on behalf of Contractor, warrant(s) and guarantee(s) that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 13.07 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has a liability or has failed to remain current on a delinquent liability to the IRS, this Contract shall be subject to remedies and sanctions under this Contract, including immediate termination at the Department's discretion. If the Contract is terminated under this section, the Department shall not enter into a contract with Contractor for three years from the date of termination. Section 13.08 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Contract within 10 business days of any change to Contractor's name; contact information; key personnel; organizational structure, such as merger, acquisition or change in form of business; legal standing; or authority to do business in Texas. A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions. Section 13.09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS and from using the Department's name, logo or website link in any manner that is intended or that could be perceived as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization, program, services or product, without the express written consent of DSHS. ARTICLE XIV GENERAL TERMS Section 14.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in part, in this Contract without the prior written consent of the Department. General Provisions (Core Vendor June 27, 2014) 18 Section 14.02 Lobbying. Contractor shall comply with Texas Government Code § 556.0055, which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further, Contractor shall not use funds paid under this Contract, either directly or indirectly, to support the enactment, repeal, modification, or adoption of any law, regulation or policy at any level of government, or to pay the salary or expenses of any person related to any activity designed to influence legislation, regulation, policy or appropriations pending before Congress or the state legislature, or for influencing or attempting to influence an officer or employee of any federal or state agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation, renewal, amendment, or modification of any contract (31 USC § 1352). If at any time this Contract exceeds $100,000 of federal funds, Contractor shall file with the contract manager assigned to the Contract a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a certification that none of the funds provided by Department have been or shall be used for payment to lobbyists, and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. Contractor shall file the declaration, certification, and disclosure: a. At the time of application for this Contract; b. Upon execution of this Contract unless Contractor previously filed a declaration, certification, or disclosure form in connection with the award; and c. At the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration, certification, or disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration, certification, and disclosure with the contract manager assigned to the Contract. Contractor shall include this provision in any subcontracts. Section 14.03 Conflict of Interest. Contractor represents to the Department that it and its subcontractors, if any, do not have, nor shall Contractor or its subcontractors knowingly acquire or retain, any financial or other interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include, but are not limited to, an existing or potential business or personal relationship between Contractor (or subcontractor), its principal (or a member of the principal's immediate family) or any affiliate or subcontractor and Department or HHSC, their commissioners, officers or employees, or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. If, at any time during the term of this Contract, Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest, Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Contract within 10 days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within 10 days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 14.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transaction between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. A related party is a person or entity related to Contractor by blood or marriage, common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor, for purposes of reporting transactions between related parties, includes the entity contracting with the Department under this General Provisions (Core Vendor June 27, 2014) 19 Contract as well as the chief executive officer, chief financial officer and program director of Contractor. Contractor shall submit to the contract manager assigned to the Contract the name, address and telephone number of the related party, how the party is related to Contractor and the work the related party shall perform under this Contract. Contractor shall comply with Texas Government Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties, needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law, regulations or circulars, which may include 45 CFR § 74.42. Section 14.05 Intellectual Property. Texas Health and Safety Code § 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. "Intellectual property" is created property that may be protected under copyright, patent, or trademark/service mark law. For purposes of this Contract, intellectual property prepared for DSHS use, or a work specially ordered or commissioned through a contract for DSHS use is a "work made for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not, by operation of law, vest in DSHS, or such work may not be considered a work made for hire, Contractor irrevocably assigns the rights, title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents, copyrights, registrations or other such protections as may be appropriate to the subject matter, and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas, as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. If federal funds are used to fmance activities supported by this Contract that result in the production of intellectual property, the federal awarding agency reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for federal government purposes: (1) the copyright in any intellectual property developed under this Contract including any subcontract; and (2) any rights of copyright to which a Contractor purchases ownership with contract funds. Contractor shall place an acknowledgment of federal awarding agency grant support and a disclaimer, as appropriate, on any publication written or published with such support and, if feasible, on any publication reporting the results of or describing a grant -supported activity. An acknowledgment must be to the effect that "This publication was made possible by grant number from (federal awarding agency)" or "The project described was supported by grant number from (federal awarding agency)" and "Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the (federal awarding agency)." If the terms of a federal grant award the copyright to Contractor, DSHS reserves a royalty -free, nonexclusive, worldwide and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for DSHS, public health, and state governmental noncommercial purposes: a. The copyright, trademark, service mark, and/or patent on an invention, discovery, or improvement to any process, machine, manufacture, or composition of matter; products; technology; scientific information; trade secrets; and computer software, in any work developed under a grant, subgrant, or contract under a grant or subgrant; and b. Any rights of copyright, service or trademarks or patents to which a grantee, subgrantee or a Contractor General Provisions (Core Vendor June 27, 2014) 20 purchases ownership with contract funds If the results of the contract performance are subject to copyright law, Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Contract. Section 14.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor, for any reason, Department shall have the sole ownership rights and interest in all non -copyrightable intangible property that was developed, produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract, such as domain names, URLs or software licenses with a value of $500 or more. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee, or otherwise affirm Department's ownership rights and interest in such property. This provision shall survive the termination or expiration of this Contract. Section 14.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid, the illegal or invalid provision shall be deemed stricken and deleted to the same extent and effect as if never incorporated, but all other provisions shall continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted, proposed and accepted. Section 14.08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract shall be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or, if sent by certified mail, on the date of receipt. Section 14.09 Successors. This Contract shall be binding upon the Parties and their successors and assignees, except as expressly provided in this Contract. Section 14.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define, limit or describe the scope or intent of any provisions. Section 14.11 Parties. The Parties represent to each other that they are entities fully familiar with transactions of the kind reflected by the contract documents, and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 14.12 Survivability of Terms. Termination or expiration of this Contract or a Contract for any reason shall not release either party from any liabilities or obligations in this Contract that: a. The parties have expressly agreed shall survive any such termination or expiration; b. Remain to be performed; or c. By their nature would be intended to be applicable following any such termination or expiration. Section 14.13 Customer Service Information. If requested, Contractor shall supply such information as required by the Department to comply with the provisions of Texas Government Code Chapter 2114 regarding Customer Service surveys. Section 14.14 Amendment. All amendments to this Contract must be in writing and agreed to by both Parties, except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for amendments must be submitted in writing, including a justification for the request, to the contract manager assigned to the Program Attachment; and if an amendment is requested during the last General Provisions (Core Vendor June 27, 2014) 21 quarter of the Contract or Program Attachment term, as applicable, Contractor's written justification must include a reason for the delay in making the request. Except as otherwise provided in this Article, Contractor shall not perform or produce, and DSHS shall not pay for the performance or production of, different or additional goods, services, work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS shall not waive any term, covenant, or condition of this Contract unless by amendment or otherwise in compliance with this section. Section 14.15 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a. Contractor's contact person and contact information; and b. Contact information for key personnel, as stated in Contractor's response to the Solicitation Document or resulting contract, if any. Contractor within ten calendar days shall notify in writing the contract manager assigned to the Contract of any change enumerated in this section. Section 14.16 Unilateral Amendment. The Department reserves the right to amend this Contract through execution of a unilateral amendment signed by the contract manager for this Contract and provided to the Contractor with ten days' notice prior to execution of the amendment under the following circumstances to: a. Correct an obvious clerical error in this Contract; b. Incorporate new or revised federal or state laws, regulations, rules or policies; and c. Change the name of the Contractor in order to reflect the Contractor's name as recorded by the Texas Secretary of State. Section 14.17 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 14.18 Hold Harmless and Indemnification. Contractor, as an independent contractor, agrees to hold Department, the State of Texas, individual state employees and officers, and the federal government harmless and to indemnify them from any and all liability, suits, claims, losses, damages and judgments, and to pay all costs, fees, and damages to the extent that such costs, fees, and damages arise from performance or nonperformance of Contractor, its employees, subcontractors, joint venture participants or agents under this Contract. Section 14.19 Waiver. Acceptance by either Party of partial performance or failure to complain of any action, non -action or default under this Contract shall not constitute a waiver of either party's rights under this Contract. Section 14.20 Electronic and Information Resources Accessibility and Security Standards. This section applies if the Contract requires the Contractor to procure or develop Electronic and Information Resources (EIR) for DSHS or to change any of DSHS' EIR. This section also applies if the Contract requires the Contractor to perform a service or supply goods that include EIR that: a. DSHS employees are required to use or permitted access to; or b. Members of the public are required to use or permitted access to. This section does not apply to incidental uses of EIR in the performance of a contract, unless the parties agree that the EIR shall become property of the state or shall be used by DSHS clients after completion of the Contract. General Provisions (Core Vendor June 27, 2014) 22 Nothing in this section is intended to prescribe the use of particular designs or technologies or to prevent the use of alternative technologies, provided they result in substantially equivalent or greater access to and use of a product/service. Definitions. a. "Accessibility Standards" means the Electronic and Information Resources Accessibility Standards in 1 TAC Chapter 213, and the Web Site Accessibility Standards/Specifications in 1 TAC Chapter 206. b. "Electronic and Information Resources" means information resources, including information resources technologies, and any equipment or interconnected system of equipment that is used in the creation, conversion, duplication, or delivery of data or information. The term includes, but is not limited to, telephones and other telecommunications products, information kiosks, transaction machines, Internet websites, multimedia resources, and office equipment, including copy machines and fax machines. c. "Products" means information resources technologies that are or are related to EIR Accessibility Requirements. Under Texas Government Code Chapter 2054, Subchapter M, and implementing rules of the Department of Information Resources (DIR), DSHS must procure Products that comply with the Accessibility Standards when such Products are available in the commercial marketplace or when such Products are developed in response to a procurement solicitation. Accordingly, Contractor shall provide electronic and information resources and associated Product documentation and technical support that comply with the Accessibility Standards. Evaluation, Testing and Monitoring. DSHS may review, test, evaluate and monitor Contractor's Products and associated documentation and technical support for compliance with the Accessibility Standards. Review, testing, evaluation and monitoring may be conducted before and after the award of a contract. Testing and monitoring may include user acceptance testing. Neither: a. The review, testing (including acceptance testing), evaluation or monitoring of any Product; nor b. The absence of such review, testing, evaluation or monitoring, shall result in a waiver of the State's right to contest the Contractor's assertion of compliance with the Accessibility Standards. Contractor shall cooperate fully and provide DSHS and its representatives timely access to Products, records, and other items and information needed to conduct such review, evaluation, testing and monitoring. Representations and Warranties. Contractor represents and warrants that a. As of the effective date of the Contract, the Products and associated documentation and technical support comply with the Accessibility Standards as they exist at the time of entering the Contract, unless and to the extent the Parties otherwise expressly agree in writing; and b. If the Products shall be in the custody of the state or a DSHS client after the Contract expiration or termination, the Products shall continue to comply with such Accessibility Standards after the expiration or termination of the Contract term, unless DSHS and/or client, as applicable, uses the Products in a manner that renders it noncompliant. In the event Contractor should have known, becomes aware, or is notified that the Product and associated documentation and technical support do not comply with the Accessibility Standards, Contractor represents and warrants that it shall, in a timely manner and at no cost to DSHS, perform all necessary steps to satisfy the Accessibility Standards, including but not limited to remediation, replacement, and upgrading of the Product, or providing a suitable substitute. Contractor acknowledges and agrees that these representations and warranties are essential inducements on which DSHS relies in awarding this Contract. Contractor's representations and warranties under this subsection shall survive the termination or expiration of the Contract and shall remain in full force and effect throughout the useful life of the Product. General Provisions (Core Vendor June 27, 2014) 23 Remedies. Pursuant to Texas Government Code §2054.465, neither Contractor nor any other person has cause of action against DSHS for a claim of a failure to comply with Texas Government Code Chapter 2054, Subchapter M, and rules of the DIR. In the event of a breach of Contractor's representations and warranties, Contractor shall be liable for direct and consequential damages and any other remedies to which DSHS may be entitled. This remedy is cumulative of any and all other remedies to which DSHS may be entitled under this Contract and other applicable law. Section 14.21 Force Majeure. Neither Party shall be liable for any failure or delay in performing all or some of its obligations, as applicable, under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party, including, but not limited to, extraordinarily severe weather, strikes, natural disasters, fire, civil disturbance, epidemic, war, court order or acts of God. The existence of any such cause of delay or failure shall extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and, if applicable, for any reasonable period of time thereafter required to resume performance. A Party, within a period of time reasonable under the circumstances, must inform the other party as soon as practicable. This Party must also submit written notice with proof of receipt of the existence of a force majeure event or otherwise waive the right as a defense to non-performance. Section 14.22 Interim Contracts. The Parties agree that the Contract Program Attachments shall automatically continue as an "Interim Contract" beyond the expiration date of the term of the Contract or Program Attachment(s), as applicable, under the following circumstances: a. On or shortly prior to the expiration date of the Contract or Program Attachment, as applicable, if there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension, renewal or other standard contract process for the Contract or Program Attachment; and b. DSHS makes this determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS shall notify Contractor promptly in writing if such a determination is made. The notice shall specify whether DSHS is extending the Contract for additional time for Contractor to perform or complete the previously contracted goods and services (with no new or additional funding) or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract, or both. The notice shall include billing instructions and detailed information on how DSHS shall fund the goods or services to be procured during the Interim Contract term. The Interim Contract shall terminate 30 days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 14.23 Cooperation and Communication. Contractor shall cooperate with Department staff and as applicable, other DSHS contractors and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 15.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include, but are not limited to, the following: Failure to properly provide the services and/or goods purchased under this Contract; Failure to comply with any provision of this Contract including failure to comply with all applicable statutes, rules or regulations; Failure to pay refunds or penalties owed to the Department; Failure to comply with a repayment agreement with Department or agreed order issued by the Department; Discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; Any misrepresentation in the assurances and certifications in Contractor's application or response to the General Provisions (Core Vendor June 27, 2014) 24 Solicitation Document or in this Contract; or Contractor is on or is added to the Excluded Parties List System (EPLS). Section 15.02 General Remedies and Sanctions. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may investigate, audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract. The Department may impose one or more remedies or sanctions for each item of noncompliance and shall determine remedies or sanctions on a case-by-case basis If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract, including but not limited to compliance with applicable statutes, rules or regulations, the Department may take one or more of the following actions: a. Terminate this Contract by informing the Contractor of the termination no less than 30 calendar days before the effective date of the termination in a notice of termination, except for circumstances that require immediate termination as described in the Immediate Termination section of this Article. The notice of termination shall state the effective date of the termination, the reasons for the termination, and, if applicable, alert Contractor of the opportunity to request a hearing on the termination pursuant to Texas Government Code Chapter 2105 regarding administration of Block Grants. Contractor shall not make any claim for payment for services provided from the effective date of termination; b. Suspend all or part of this Contract by notifying that the Contractor that DSHS is temporarily discontinue performance of all or a part of the Contract, as of the effective date of the suspension pending DSHS's determination to terminate, amend the Contract or permit the Contractor to resume performance. Contractor shall not bill DSHS for services performed during suspension, unless expressly authorized by the notice of suspension; c. Use as a basis to deny additional or enter into future contracts with Contractor; d. Temporarily withhold cash payments to Contractor for proper charges or pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; e. Permanently withhold cash payments by retaining funds billed by Contractor for 1. Undocumented, disputed, inaccurate, improper or erroneous billings; 2. Material failure to comply with Contract provisions; or 3. Indebtedness to the United States or to the State of Texas; f. Declare this Contract void upon the Department's detemlination that this Contract was obtained fraudulently or was illegal or invalid from this Contract's inception and demand repayment of any funds under this Contract; g - Request that Contractor be removed from the Centralized Master Bidders List (CMBL) or any other state bid list, and barred from participating in future contracting opportunities with the State of Texas; h. Delay execution of a new contract or renewal with Contractor while other imposed or proposed sanctions are pending resolution; i. Demand repayment from Contractor when it has been verified that Contractor has been overpaid for reasons such as payments are not supported by proper documentation or failure to comply with Contract terms; General Provisions (Core Vendor June 27, 2014) 25 J. Pursue a claim for damages as a result of breach of contract; k. Require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participant, if the employee or volunteer has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract, as reasonably determined by DSHS; 1. Withhold any payment to Contractor to satisfy any recoupment imposed by DSHS and take repayment from funds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; m. Reduce the Contract term; and n. Recoup improper payments when Contractor has been overpaid for reasons such as payments are not supported by proper documentation, improper billing or failure to comply with Contract terms; and o. Impose other remedies, sanctions or penalties permitted by federal or state statute, law, regulation or rule. Section 15.03 Notice of Remedies or Sanctions. Department shall formally notify Contractor in writing when a remedy or sanction is imposed, stating the nature of the remedies and sanction, the reasons for imposing them, the corrective actions, if any, that must be taken before the actions shall be removed and the time allowed for completing the corrective actions, and the method, if any, of requesting reconsideration of the remedies or sanctions imposed. Other than in the case of repayment or recoupment, Contractor is required to file, within 15 calendar days of receipt of notice, a written response to Department acknowledging receipt of such notice. If requested by the Depait<nent, the written response must state how Contractor shall correct the noncompliance by agreeing to a corrective action plan or demonstrate in writing that the findings on which the remedies or sanctions are based are either invalid or do not warrant the remedies or sanctions. If Department determines that a remedy or sanction is warranted, unless the remedy or sanction is subject to review under a federal or state statute, regulation, rule, or guideline, Department's decision is final. Department shall provide written notice to Contractor of Department's final decision. If required by the Department, Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the plan approved by DSHS. If DSHS determines that repayment is warranted, DSHS shall issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter, and if recoupment is available, DSHS shall recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract. Section 15.04 Emergency Action. In an emergency, Department may immediately terminate or suspend all or part of this Contract, temporarily or permanently withhold cash payments, deny future contract awards, or delay contract execution by delivering written notice to Contractor, by any verifiable method, stating the reason for the emergency action. An "emergency" is defined as Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health, welfare or safety. The direct adverse effect may be programmatic and may include failing to provide services; providing inadequate services; or providing unnecessary services. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case -by - General Provisions (Core Vendor June 27, 2014) 26 case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XVI CLAIMS AGAINST THE DEPARTMENT Section 16.01 Breach of Contract Claim. The process for a breach of contract claim against the DSHS provided for in Texas Government Code Chapter 2260 and implemented in the rules at 25 TAC §§4.11-4.24 shall be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 16.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Chapter 2260 and 25 TAC. To initiate the process, Contractor shall submit written notice, as required by Subchapter B, to DSHS Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260 are being invoked and comply with all the requirements in this Chapter and TAC. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Section Section 16.03 Sole Remedy. The contested case process provided in Chapter 2260 is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes. Section 16.04 Condition Precedent to Suit. Compliance with the contested case process provided in Chapter 2260, Subchapter C, Tex. Gov. Code, is a condition precedent to seeking consent to sue from the Legislature under Chapter 107 of the Civil Practices and Remedies Code. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract shall be considered a waiver of sovereign immunity to suit. Section 16.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension in whole or part of performance by Contractor. ARTICLE XVII TERMINATION AND TEMPORARY SUSPENSION Section 17.01 Expiration of Contractor Program Attachments. Except as provided in the Survivability of Terms section of the General Terms Article, Contractor's service obligations stated in each Contract or Program Attachment shall end upon the expiration date of that Contract or Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Contracts or Program Attachments, all or a part of this Contract may be terminated with or without cause under this Article. A Program Attachment cannot extend past the term stated in its associated Contract. Section 17.02 Effect of Termination or Expiration. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds and the Contractor shall cease providing services or goods. Upon termination of this Contractor Program Attachment, as applicable, Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment, as applicable to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract, Department and Contractor shall be discharged from any further obligation created under the applicable terms of this Contract or Program Attachment, as applicable, except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS and, except as provided in the Survivability of Terms section of the General Terms Article. General Provisions (Core Vendor June 27, 2014) 27 Termination does not, however, constitute a waiver of any remedies for breach of this Contract. Contractor's obligations to retain records and maintain confidentiality of information shall survive this Contract. Section 17.03 Termination or Temporary Suspension Without Cause. Either Party may terminate this Contract with at least 30 calendar days prior written notice to the nonterminating Party. However, if Contractor seeks to terminate a Contract that involves residential client services, Contractor shall give the Department at least 90 calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. The Parties may terminate this Contract or Program Attachment, as applicable, by mutual agreement. DSHS may temporarily suspend or terminate this Contract or Program Attachment, as applicable if funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or HHSC agencies, amendments to the Appropriations Act, health and human services consolidations or any other disruption of current appropriated funding for this Contractor Program Attachment. Contractor shall be notified in writing of any termination or temporary suspension and of any cessation of temporary suspension. Upon notification of temporary suspension, Contractor will discontinue performance under the Contract as of the effective date of the suspension for the duration of the suspension. Section 17.04 Immediate Termination. Department may immediately terminate this Contract or Program Attachment, as applicable, when, in the sole determination of Department, termination is in the best interest of the State of Texas. Section 17.05 Emergency Action Termination. In the case of a material breach of the contract or an emergency, Department may immediately terminate or suspend all or part of this Contract. Section 17.06 Termination For Cause. Either Party may terminate for material breach of this contract with at least 30 calendar days written notice to the other Party. Department may terminate this Contract, in whole or in part, for breach of contract or for any other conduct that jeopardizes the Contract objectives, by giving at least 30 calendar days written notice to Contractor. If breach is not cured or other conduct not remedied, then on the 30th day after notice, the Department may terminate this contract. Such conduct may include one or more of the following: Contractor fails to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction; Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract; Department determines that Contractor, its agent or another representative offered or gave a gratuity such as entertainment or gift to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; Department determines that this Contract includes fmancial participation by a person who received compensation from DSHS to participate in developing, drafting or preparing the specifications, requirements or statement(s) of work or Solicitation Document on which this Contract is based in violation of Texas Government Code § 2155.004; or Department determines that Contractor was ineligible to receive this Contract under Texas Government Code §§ 2155.006 or 2261.053 related to certain disaster response contracts; Contractor appears to be financially unstable. Indicators of fmancial instability may include one or more of the following: 1) Contractor fails to make payments for debts; General Provisions (Core Vendor June 27, 2014) 28 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) If judgment for the payment of money in excess of $50,000 (that is not covered by insurance) is rendered by any court or governmental body against Contractor, and Contractor does not: (a) discharge the judgment; (b) provide for its discharge in accordance with its terms; (c) procure a stay of execution within 30 calendar days from the date of entry of the judgment; (d) if the execution is stayed within the thirty 30 day period or a longer period during which execution of the judgment has been stayed, appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under Generally Accepted Accounting Principles; 5) A writ, warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor and such is not released or bonded within 30 calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, receivership or liquidation law of any jurisdiction or consents to the filing of any case or petition against it under any such law; 8) Any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than 30 calendar days after Contractor obtains knowledge of the sequestration; 9) A petition is filed against Contractor under any state reorganization, arrangement, insolvency, readjustment of debt, dissolution, receivership or liquidation law of any jurisdiction, then in effect, and the petition is not dismissed within 30 calendar days; or 10) Contractor consents to the appointment of a receiver, trustee, or liquidator of Contractor or of all or any part of its property; or 11) Any required license, certification, permit, registration or approval required to conduct Contractor's business or to perform under this Contract is not obtained or is revoked, surrendered, expires, is not renewed, becomes inactive or is suspended. Section 17.07 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVIII VOID, SUSPENDED AND TERMINATED CONTRACTS Section 18.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 18.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void, is suspended or is terminated for cause is not eligible for any renewal or increase of funding for an existing contract or new contracts or renewals until in the case of suspension or termination the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally, if this Contract is found to be void any amount paid to the Contractor is subject to recoupment by DSHS. Section 18.03 Appeals Rights for DSHS Funded Block Grants. Pursuant to Texas Government Code § 2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds, Contractor may request an administrative hearing under Texas Government Code Chapter 2001. General Provisions (Core Vendor June 27, 2014) 29 ARTICLE XIX CLOSEOUT Section 19.01 Cessation of Services at Closeout. Upon expiration or termination of this Contract or Program Attachment, as applicable, Contractor shall cease services or delivery of goods under this Contract and if necessary, shall cooperate with DSHS to the fullest extent possible, to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Contractor shall not bill DSHS for services performed or goods delivered after termination or expiration of Contract or Program Attachment. Upon termination or expiration of this Contract or Program Attachment, Contractor shall immediately initiate Closeout activities described in this Article. Section 19.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings Section 19.03 Deadline for Closeout. Contractor shall submit all performance, and other Closeout reports required under this Contract within 45 calendar days after the Contractor Program Attachment end date. In Accordance with the Texas Government Code Chapter 2251, Texas Prompt Payment Act, or unless otherwise provided under the Billing Submission section of the Payment Methods and Restrictions Article, the Department is not liable for any claims that are not received within 45 calendar days after the end date of the Contract or Program Attachment, as applicable. Section 19.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and shall result in a refund due, which Contractor shall pay within the time period established by the Department. Section 19.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds, corrections; or other transactions. General Provisions (Core Vendor June 27, 2014) 30 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of November 11, 2014 Second Reading Ordinance for the City Council Meeting of November 18, 2014 DATE: TO: October 20, 2014 Ronald L. Olson, City Manager FROM: Michael Morris, Director M ichael Mo@cctexas.com 361-826-3460 Corpus Christi Chamber of Commerce Lease CAPTION: Ordinance Authorizing the City Manager or designee to execute a one-year lease agreement with the Corpus Christi Chamber of Commerce for use of the McCampbell House at Heritage Park with rent of $1,500 per month. PURPOSE: The Corpus Christi Chamber of Commerce (CoC) has requested a one-year lease agreement for the McCampbell House at Heritage Park. BACKGROUND AND FINDINGS: The CoC entered into a three-year lease with the City of Corpus Christi in October of 2011 with a monthly rent payment of $1,500. ALTERNATIVES: Do not approve OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: City Council must approve all lease agreements. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Legal, Parks and Recreation FINANCIAL IMPACT: ❑ Operating X Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget ($18,000) ($18,000) Encumbered / Expended Amount This item BALANCE ($18,000) ($18,000) Fund(s): Visitor's Facility Fund 4710 Comments: $18,000 in annual lease payments was included in the FY15 budget RECOMMENDATION: Staff recommends that the Council approve the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Lease Agreement Ordinance Authorizing the City Manager or designee to execute a one-year lease agreement with the Corpus Christi Chamber of Commerce for use of the McCampbell House at Heritage Park with rent of $1,500 per month; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY Of CORPUS CHRISTI, TEXAS THAT: SECTION 1. The City Manager, or his designee, is authorized to execute a one-year lease Agreement with the Corpus Christi Chamber of Commerce for use of the McCampbell House at Heritage Park, in consideration of monthly rental payment of $1,500.00. 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 City Secretary Nelda Martinez Mayor LEASE AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND CORPUS CHRISTI CHAMBER OF COMMERCE STATE OF TEXAS § § COUNTY OF NUECES § KNOW ALL BY THESE PRESENTS: 1 This lease agreement ("Lease") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City"), acting through its duly authorized City Manager, or his designee ("City Manager), and the Corpus Christi Chamber of Commerce. WHEREAS, the City owns the McCampbell House located in Heritage Park at 1501 North Chaparral Street, Lot 2, Block 61, Beach Portion, Corpus Christi, Nueces County, Texas, together with all Improvements thereon; ("Premises"); WHEREAS, Lessee has requested the use of the Premises for the purpose of office space for its operations as the Corpus Christi Chamber of Commerce, upon the conditions and covenants contained in this Lease; and, WHEREAS, City desires to allow Lessee to use the Premises for this purpose. NOW, THEREFORE, City and Lessee, in consideration of the mutual promises and covenants contained herein, agree as follows: Section 1 Definitions. (A) City means the City of Corpus Christi, Nueces County, Texas, a home rule municipal corporation. (B) City Manager means the City's City Manager or the City Manager's designee. (C) Council means the City's City Council. (D) Director means the City's Director of Park and Recreation or the Director of Park and Recreation's designee. (E) Finance Director means the City's Director of Finance or the Director of Finance's designee. (F) Lease means this lease document, including all attached and incorporated exhibits. (G) Lessee means Corpus Christi Chamber of Commerce. (H) Parks means the City's Park and Recreation Department. (1) Premises means Lot 2, Block 61, Beach Portion, Corpus Christi, Nueces County, commonly known as the McCampbell House, located at 1501 North Chaparral Street, in the City. (J) Risk Manager means the City's Director of Risk Management or the Director of Risk Management's designee. Section 2. Purpose. The purpose of this Lease, between City and Lessee, is to enable Lessee to utilize Premises for office space for its business operations. Lessee shall not operate the Premises for any other purpose o t Director's prior written approval. Section 3. Term. The City leases theiremi es, subject to all terms and conditions of this Lease, to the Lessee on a tiar3#year term beginning October 10, 2014, effective upon final City Council approval, unless sooner terminated as set out herein. Lessor agrees Lessee may, after occupying Premises for not more than six months, terminate this Lease and vacate the Premises if conditions at Premises are unsuitable for purposes of Lessee. Section 4. Acceptance of Premises Disclaimer: A. LESSEE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL FAULTS AS MAY EXIST ON THE PREMISES, AND THAT NEITHER LESSOR, NOR ANY EMPLOYEE OR AGENT OF LESSOR, HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. LESSEE HEREBY WAIVES ANY AND ALL CAUSES OF ACTION, CLAIMS, DEMANDS, AND DAMAGES BASED ON ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF SUITABILITY FOR A PARTICULAR PURPOSE, ANY AND ALL WARRANTIES OF HABITABILITY, AND ANY OTHER IMPLIED WARRANTIES NOT EXPRESSLY SET FORTH IN THIS LEASE. B. LESSEE ACKNOWLEDGES AND AGREES THAT LESSEE HAS BEEN PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH LESSEE INTENDS TO USE THE PREMISES, AND IS RELYING ON ITS OWN INSPECTION. C. LESSEE ACKNOWLEDGES THAT ANY AND ALL STRUCTURES AND IMPROVEMENTS EXISTING ON THE PREMISES ON THE COMMENCEMENT DATE, IF ANY, ARE ACCEPTED "AS IS" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY LESSOR WITH RESPECT THERETO. LESSEE ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION, STATEMENT OR OTHER ASSERTION BY LESSOR WITH RESPECT TO ANY EXISTING STRUCTURES OR IMPROVEMENTS, BUT IS RELYING ON ITS EXAMINATION THEREOF. J D. THE PROVISIONS OF THIS Section 4 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. Section 5. Contact Person/Lease Administrator. For this Lease, the City's contact person and lease administrator is the Director. Section 6. Lease Payments. (A) For and in consideration of the rights and privileges herein granted, Lessee agrees to pay the City, on a monthly basis, one thousand five hundred dollars per month. (B) All rental fees are due and payable on or before the 10th day of each month for the term of this Lease. Payment must be made to the order of the City of Corpus Christi and mailed to the City Collections Department, P. O. Box 9257, Corpus Christi, TX, 78469, or delivered to City Hall at 1201 Leopard Street, Corpus Christi, TX, 78401. Section 7. Quiet Enjoyment. Lessee shall have peaceful and uninterrupted possession of the Premises, subject to Lessee's payment of rent and Lessee's compliance with the terms of this Lease, except during City approved events at Heritage Park scheduled in accordance with Section 12 (C ) below, and maintenance at Heritage Park. Section 8. Parking. (A) Lessee is given, during the term of this Lease, the right to designate up to eight (8) parking spaces within the general parking area of Heritage Park. If Lessee chooses to designate the parking spaces, the Director shall determine and approve Lessee's method and manner of designation of the spaces. Lessee shall bear any and all expense associated with designation of the parking spaces. (B) Lessee's designated parking spaces are for use by customers of the Premises during Lessee's hours of operation only. At all other times when Lessee is not open under normal operating hours, any member of the public can utilize the designated parking spaces. (C) Lessee's designated parking spaces are for use by passenger vehicles only and must not be unreasonably utilized for purposes, such as loading and unloading of equipment or supplies, by Lessee or Lessee's vendors or suppliers. Section 9. Utilities. (A) It is understood by and between the parties that scheduled, regular garbage collection service is available to the Premises and that the provision of this 4 service shall be the responsibility of Parks under the City's present Heritage Park maintenance program. (B) The cost to Lessee, for the provision of garbage collection service by the City, is included and made a part of Lessee's monthly lease payment. (C) Lessee shall deposit, or cause to be deposited, all garbage and debris generated at the Premises into the garbage dumpster provided by City at the Premises. Any garbage needs Lessee may determine are required at Premises, beyond regular service, or in addition to existing park dumpster capacity, shall be the responsibility of, and at the sole expense of, Lessee. Lessee may request that City Director obtain a larger container (6 cubic yard approximately) from City contractor for Lessee's use, with Lessee to pay City the monthly rate of the difference between a four (4) cubic yard container and a six (6) cubic yard container. (D) The Premises is wired for telephone service; however, Lessee shall contract separately with a telephone service provider of Lessee's choice for the provision of active telephone service, which service is to be incurred at Lessee's sole expense. (E) The Premises is wired for electrical service and has a separate electric meter. Lessee shall contract for electric service to the Premises. Lessee shall bear the cost of all electricity used at the Premises for the term of this Lease. Additionally, Lessee shall bear the cost for the use and maintenance of the existing security alarm system in the Premises for the term of this Lease. Lessee is responsible to contract for security alarm system monitoring at the Premises. (F) Water and sewage service is available at the Premises, and the cost to Lessee, for the provision of water and sewage service by the City, is included and made a part of Lessee's monthly lease payment. (G) Should Lessee require any modification to the provision of the enumerated utilities in this section or require any additional utility service not herein covered during the term of this Lease, Lessee shall submit a request, in writing, to the Director for consideration and possible amendment of this Lease. (H) Lessee shall pay for all utilities related to usage of Premises, excluding water and sewage service as herein provided for, prior to the due date. Failure to pay any utility bill(s) prior to the due date constitutes grounds for termination of this Lease. Section 10. Abandonment, Interruption of Utilities, Removal of Lessee's Property, and Lockout. 5 Chapter 93 of the Texas Property Code govems the rights and obligations of the parties with regard to: (a) abandonment of the leased premises; (b) interruption of utilities; (c) removal of Lessee's personal property; and (d) lock out of Lessee. Section 11. Maintenance. (A) The City will maintain the exterior of the Premises and adjacent park grounds, including buildings and public parking lots in the vicinity of the Premises, subject to sufficient annual budget appropriations. The City shall be responsible for major repairs to the exterior of the Premises, subject to sufficient annual budget appropriations, unless damage occasioned to the exterior is or was caused by Lessee's negligence. It is further understood and agreed that the City shall maintain the utility lines serving the Premises, subject to sufficient annual budget appropriations. (B) The City will repair and maintain the heating and cooling systems at the Premises, subject to sufficient annual budget appropriations. (C) The City will repair and maintain the electrical wiring system at the Premises, subject to sufficient annual budget appropriations. (D) Lessee covenants and agrees to maintain the interior of the Premises during the term of this Lease, such maintenance to include, but not be limited to, interior painting (in a neutral color preapproved by the Director) and keeping in good repair the plumbing and light fixtures. (E) Lessee shall be responsible for cleaning the interior of the Premises and will supply paper goods and chemicals necessary for cleaning. (F) During Lessee's normal business hours, City may, upon reasonable notice, enter the Premises for any reasonable purpose, including but not limited to, repairs, maintenance, alterations and showing the premises to prospective tenants. City may access the Premises at any time for emergency repairs. (G) City maintenance to the Premises is subject to sufficient annual budget appropriations. Section 12. Furniture, Fixtures, and Equipment. (A) It is understood that Lessee will be responsible for furnishing and equipping the Premises and that the City has no obligation to fumish any equipment or fumishings for Lessee. (B) All capital construction to the premises, such as installation of plumbing fixtures remain the property of the City. Section 13. City Use and Special Events. (A) City retains the right to use or cross the Premises with utility lines and easements. City may exercise these rights without compensation to Lessee for damages to the Premises from installing, maintaining, repairing, or removing the utility lines and easements. City must use reasonable judgment in locating the utility lines and easements to minimize damage to the Premises. (B) Lessee acknowledges that Heritage Park premises are used for special events which may occasionally interfere with Lessee's access to the Leased Premises and parking space availability. Lessee shall not be entitled to any compensation, in whatever form, either tangible or intangible, for such non -Lessee use. Lessor agrees to provide Lessee with at least five (5) days notice of special events at Heritage Park. Section 14. Laws Affecting Operation of Premises and Performance. (A) Lessee shall ensure that purpose of its use of the Premises is in accordance with all applicable Federal, State, and local laws, ordinances, rules and regulations. (B) Lessee shall bear the expense and responsibility of meeting all requirements for acquiring all applicable licenses and permits related to its operations. Lessee shall also bear the expense of meeting and complying with all health regulations and Certificate of Occupancy requirements. Section 15. Inspection. Any officer or authorized employee of the City may enter upon the Premises, at all reasonable times and notice, to determine whether Lessee is providing maintenance in accordance with and as required by above, or for any other purpose incidental to City's retained rights of and in the Premises. Section 16. Relationship of Parties. This Lease establishes a landlord/tenant relationship, and none other, and this Lease must be construed conclusively in favor of that relationship. In performing this Lease, both City and Lessee 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 shall not be, nor be construed to be, the employees or agents of the other party for any purpose whatsoever. Section 17. Insurance. (A) Lessee shall secure and maintain at Lessee's expense, during the term of this Lease, insurance of the type and with the amount of coverage shown on the Attachment, which is incorporated in this Lease by reference. 7 (B) The Certificate of Insurance must be sent to the Risk Manager prior to occupancy of and operations at the Premises. Lessee agrees to notify Lessor of any substantive change to its insurance coverage. (C) Lessee shall provide, during the term of this Lease, copies of all insurance policies to the Risk Manager upon written request by the City Manager. The Risk Manager shall retain the right to annually review the amount and types of insurance maintained by Lessee, to require increased coverage limits, if reasonably necessary in the interest of public health, safety, or welfare, and to decrease coverage, if so warranted. (D) In the event of any necessary increase, Lessee shall receive ninety (90) days written notice prior to the effective date of the requirement to obtain increased coverage. In the event alcoholic beverages are to be served or consumed on any Premises covered by this Lease, the Lessee shall additionally obtain or cause to be obtained alcoholic beverage liability insurance in the amount of one million dollars ($1,000,000.00) covering the event or time period when alcoholic beverages are to be served or consumed. (E) Lessee shall, prior to any addition or alteration to, in, on, or about the Premises, obtain prior clearance, in writing, from the Risk Manager that the proposed addition or alteration will not necessitate a change or modification in the existing insurance coverage maintained by Lessee. This clearance is in addition to the prior consent required by Section 19(a), as contained herein. (F) The City carries the property and flood insurance on the building. Lessee is responsible for insuring its own contents. Section 18. Indemnity. In consideration of allowing Lessee to use the Premises, Lessee ("Indemnitor") covenants to fully indemnify, save and hold harmless the City, its officers, agents, representatives, and employees (collectively, "Indemnitees") from and against any and all liability, loss, damages, claims, demands, suits, and causes of action of any nature whatsoever asserted against or recovered from City on account of injury or damage to person including, without limitation on the foregoing, premises defects, workers' compensation and death claims, or property loss or damage of any other kind whatsoever, to the extent any injury, damage, or loss may be incident to, arise out of, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part: (1) Lessee's performance pursuant to this Lease; (2) Lessee's use of the Premises and any and all activities associated therewith pursuant to this Lease; (3) the violation by Lessee, its officers, employees, agents, or representatives or by lndemnitees or any of them, of any law, rule, regulation, ordinance, or government order of any kind pertaining, directly or indirectly, to this Lease; (4) the exercise of rights under this Lease; or (5) an act or omission on the part of Lessee, its officers, employees, agents, or representatives or of lndemnitees, or any of them, pertaining to this Lease, regardless of whether the injury, damage, loss, violation, exercise of rights, act or omission is caused or is claimed to be caused by the contributing or concurrent negligence of lndemnitees, or any of them, but not if caused by the sole negligence of lndemnitees, or any of them, unmixed with the fault of any other person or entity and including all expenses of 8 litigation, court costs, and attorneys' fees, which arise, or are claimed to arise, out of or in connection with the asserted or recovered incident. Lessee covenants and agrees that, if City is made a party to any litigation against Lessee or in any litigation commenced by any party, other than Lessee relating to this Lease, Lessee shall, upon receipt of reasonable notice regarding commencement of litigation, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend City in all actions based thereon with legal counsel satisfactory to City, and pay all charges of attorneys and all other costs and expenses of any kind whatsoever arising from any said liability, injury, damage, loss, demand, claim or action. Such indemnity provisions contained in this Section 18 herein apply to the extent insurance (as approved by City in Section 17) may apply for protection of the City and Lessee. Section 19. Alterations. (A) Lessee shall not make any alterations, additions, or improvements to, in, on, or about said Premises, without the prior written consent of the City Director of Parks and Recreation. Lessee must also obtain clearance from the Risk Manager as required above. (B) Lessee agrees not to harm the Premises beyond normal wear and tear. (C) All approved alterations, improvements, and additions made by the Lessee upon said Premises, which are permanent in nature, even if made at Lessee's own expense, shall, if not removed by Lessee at any termination or cancellation hereof, become the property of the City in fee simple without any other action or process of law. Lessee agrees to be contractually and financially responsible for repairing any and all damage caused by such removal. If items are installed in such a manner as to become fixtures, such fixtures shall not be removed by Lessee upon termination and shall become the property of the City. Section 20. Signs. (A) Lessee shall not exhibit, inscribe, paint, erect, or affix any signs, advertisements, notices, or other lettering ("Signs") at, on, or about the Premises, or any part thereof, without the Director's prior written approval. (B) City may require Lessee to remove, repaint, or repair any Signs allowed. If Lessee does not remove, repaint, or repair the Signs within ten (10) days of Director's written demand, City may do or cause the work to be done, and Lessee will pay City's costs within thirty (30) days of receipt of Director's invoice. If payment is not timely made, the City may terminate this Lease upon ten (10) 9 days written notice to Lessee. Altematively, City may elect to terminate this Lease after ten (10) days written notice to Lessee. Section 21. Sublease and Assignment. Lessee understands and agrees that Lessee shall not sublease the Premises or any part thereof without obtaining the prior written consent of the City. Lessee shall not, in whole or in part, assign or transfer directly or indirectly this Lease unless prior written approval has been obtained from the City. Written consent or approval shall not be unreasonably withheld by Lessor. Section 22. Default. (A) The following constitute Events of Default under this Lease: (i) failure to keep, perform, and observe any other promises, covenants and conditions contained in this Lease. (B) Upon the occurrence of any Event of Default, the City may, at its option, in addition to any other remedy or right given hereunder or by law: (i) give notice to Lessee that this Lease terminates upon the date specified in the notice, which date will be no earlier than thirty (30) days after the giving of such notice. Section 23. No debts. Lessee shall not incur any debts or obligations on the credit of the City during the term of this Lease. Section 24. Notice. (A) All notices, demands, requests or replies provided for or permitted under this Lease by either party must be in writing and must be delivered by one of the following methods: (i) by personal delivery; or (ii) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid. (B) Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. (C) All these communications must only be made to the following: IF TO CITY: City of Corpus Christi Park and Recreation Department P. O. Box 9277 Corpus Christi, Texas 78469-9277 IF TO LESSEE: Corpus Chrygti Ch mber of Co merce Attn: 1--0 r r C :-4 4 �s 1.3'ol IV.C1i4 i0AderAl Corpus Christi, Texas 78401 10 Attn: Director of Park and Recreation (D) Either party may change the address to which notice is sent by using a method set out above. Lessee shall notify the City of an address change within ten (10) days after the address is changed. Section 25. Nondiscrimination. Lessee covenants and agrees that it shall not unreasonably discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Premises, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. The City hereby reserves the right to take such action as the United States may direct to enforce this covenant. Section 26. Modifications. No changes or modifications to this Lease may be made, nor any provisions waived, unless the change or modification is made in writing and signed by persons authorized to sign agreements on behalf of each party. Section 27. Force Majeure. No party to this Lease shall be liable for delays or failures in performance due to any cause beyond their control including, without limitation, any delays or failures in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, riots or interference by civil or military authorities. These delays or failures to perform shall extend the period of performance until these exigencies have been removed. Section 28. Surrender. Lessee acknowledges and understands that the lease of the Premises to Lessee is expressly conditioned on the understanding that the Premises must be surrendered, upon the expiration, termination, or cancellation of this Lease, in as good a condition as received, reasonable use and wear, acts of God, fire and flood damage or destruction where Lessee is without fault, excepted. Any reasonable costs incurred for repairs or corrections for which Lessee is responsible under this Lease are payable by Lessee to City as additional rental on the next rental payment date, or within 30 days written demand. Section 29. Publication Costs. Lessee shall pay for the cost of publishing the Lease description and related ordinance, if required by the City Charter, in the legal section of the local newspaper. Section 30. Interpretation. This Lease will be interpreted according to the Texas laws that govern the interpretation of contracts. Venue lies in Nueces County, Texas, where this Lease was entered into and will be performed. Section 31. Captions. The captions utilized in this Lease are for convenience only and do not in any way limit or amplify the terms or provisions hereof. 11 Section 32. Casualty. If the Premises become damaged due to weather event, fire, or other natural or man-made disaster, such that the Premises are not deemed safe for occupation by the City Building Official, and repairs are not completed within 30 days of the event of disaster, then either party may terminate this lease upon 30 days written notice to the other party, without penalty. Section 33. Termination. It is Lessee's responsibility to remove its personal property from the Premises prior to termination or expiration of the Lease. Lessee agrees that any of personal property remaining on the Premises after the termination or expiration of the Lease automatically becomes City property without any notice, action, or process of law, for disposition by the City as City deems appropriate in City Manager sole discretion, with no compensation to Lessee. Lessee shall be invoiced for City's costs to remove property from the Premises after termination or expiration of the Lease, and Lessee shall pay said invoice within thirty (30) days of receipt. Section 34. Entirety Clause. This Lease and the incorporated and attached exhibits constitute the entire agreement between the City and Lessee for the purpose granted. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter hereof, unless contained in this Lease are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Lease and its exhibits of the terms, conditions, promises, and covenants relating to Lessee's operations and the Premises to be used in the operations. Section 35. Severability. (A) If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Lease or the application hereof to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Lease, or the application of said term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected thereby, for it is the definite intent of the parties to this Lease that every section, paragraph, subdivision, clause, provision, phrase or word hereof be given full force and effect for its purpose. (B) To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Lease, then the remainder of this Lease is not affected thereby, and in lieu of each such illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid and enforceable, will be added to this Lease automatically by the Court construing such clause or provision to be invalid. EXECUTED IN DUPLICATE, each of which shall be considered an original, on the day of , 2014. ATTEST: Rebecca Huerta City Secretary APPROVED AS TO LEGAL By: Buck Brice Assistanl City Attorney for City Attorney CITY OF CORPUS CHRISTI Ronald L. Olson City Manager FORM Thisday of �J ew �'e"� , 2014. p..424 LESSEE: CORPUS CHRIS HAMBER OF MERCE M1 iite 54le,.%7� CC a w�h P /2 2.4 / y � By: Name: Title: Date: i2 13 ATTACHMENT INSURANCE REQUIREMENTS I. LESSEE'S LIABILITY INSURANCE A. Lessee shall not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee. Lessee must not allow any sub- lessee to commence work until all similar insurance required of the sub -lessee has been so obtained. B. Lessee shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance, with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be listed as an additional insured for the General Liability policy, Liquor Liability policy and Business Auto Liability policy, and a waiver of subrogation is required for all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day Notice of Cancellation required on all certificates or by policy endorsement(s) Bodily injury and Property Damage Per Occurrence / aggregate COMMERCIAL GENERAL LIABILITY 1. Broad Form 2. Premises — Operations 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Broad Form Property Damage 6. Independent Lessees 7. Personal and Advertising Injury 8. Professional Liability (if applicable) 9. Underground Hazard (if applicable) 10. Environmental (if applicable) $1,000,000 Per Occurrence $2,000,000 Aggregate BUSINESS AUTOMOBILE LIABILITY 1. Owned 2. Hired & Non -owned 3. Rented & Leased $1,000,000 Combined Single Limit LIQUOR LIABILITY $ I,000,000 Per Occurrence WORKERS' COMPENSATION (For Paid Employees) EMPLOYER'S LIABILITY Which Complies With The Texas Workers' Compensation Act And Paragraph II Of This Exhibit. $500,000 / $500,000 / $500,000 PROPERTY INSURANCE Lessee shall be responsible for insuring all owned, 14 rented or leased real and personal property for all perils. C. In the event of accidents of any kind related to this project, Lessee shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. II. ADDITIONAL REQUIREMENTS A. Lessee must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and 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. An "All States endorsement shall be included for Companies not domiciled in Texas. B. Lessee shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Lessee's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Lessee shall be required to submit replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Lessee shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management and; Director, Parks and Recreation Department P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Lessee agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, or comparable policy language, as respects to operations, completed operations and activities of, or on behalf of, the named insured performed under contract with the City. • The "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 15 • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. City shall have the option to suspend Lessee's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Lessee's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Lessee to stop work hereunder, and/or withhold any payment(s) which become due to Lessee hereunder until Lessee demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee may be held responsible for payments of damages to persons or property resulting from Lessee's or its subLessee's performance of the work covered under this agreement. H. It is agreed that Lessee's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations and completed operations and activities under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2014 ins req. Parks and Recreation Department Lease Agreement with Corpus Christi, Chamber of Commerce, McCampbell House 7.21.2014 ds Risk Mgmt. AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of November 11, 2014 Second Reading Ordinance for the City Council Meeting of November 18, 2014 DATE: October 20, 2014 TO: Ronald L. Olson, City Manager FROM: Michael Morris, Director MichaelMo@cctexas.com 361-826-3494 FY15 Community Youth Development (CYD) Program appropriation CAPTION: Ordinance authorizing the City Manager or designee to execute a contract with the Texas Department of Family and Protective Services for funding for September 1, 2014 through February 28, 2015 in the total amount of $193,384.84; authorizing appropriation in the Grants Fund No. 1060 for Community Youth Development program contracts for the 78415 Zip Code area; to include the extension of the subcontracts as follows: $26,100.46 to The Boys and Girls Club, $40,275.46 to Communities In Schools of the Coastal Bend, $52,849.80 to SERCO of Texas and $ 17,496.71 to Youth Odyssey for subcontract period September 1, 2014 through February 28, 2015. PURPOSE: On 8/31/2010, M2010-198, The City entered into a new contract term with the Texas Department of Family and Protective Services (TDFPS) for youth services from September 1, 2010 — August 31, 2011 with the option to renew the contract on an annual basis for a total contract term not to exceed 54 month. For FY15, the State awarded the City $193,384.84 to continue services for the term of September 1, 2014 to February 28, 2015. The State opted to extend all current contracts through February 28, 2015. In addition to the extension of current contracts, the state will examine the option of entering into short term contracts to cover the period from March 1 through August 31, 2015. For FY2015, we are continuing services with the same 4 subcontractors due to the 6 month grant extension and will go out for an RFP in FY16 when a new service model is introduced by the TDFPS. BACKGROUND AND FINDINGS: The Texas Department of Family and Protective Services (DFPS) is continuing to fund the Community Youth Development (CYD) Program in fifteen zip codes throughout the State. The City of Corpus Christi has been allocated $193,384.84 in program funds for 2015, Contract Period September 1, 2014 through February 28, 2015, to be used in the 78415 Zip Code area. In FY12, the City's Purchasing Department released a Request for Proposals (Bid Invitation No. BI -0134-11) for providers to service the youth of 78415 with services including but not limited to Youth Leadership Development, Youth Advisory Committee, Mentoring and Recreation. A review committee was formed and reviewed 11 proposals in which 4 were recommended for award. Based on those recommendations and continuing service, for FY2015 we are offering an extension of services with funding based on the approved budget from the FY15 RFP. ALTERNATIVES: Do not approve ordinance. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This award conforms to all City purchasing policies and procedures and State statues regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Purchasing Department; Legal Department FINANCIAL IMPACT: X Operating X Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $193,384.84 $193,384.84 BALANCE $193,384.84 $193,384.84 Fund(s): Grant Fund 1060 Comments: For FY15 the funded amount is for a six month period. The subcontractor contract extensions are processed through the City's Purchasing Department. RECOMMENDATION: Staff recommends appropriation of the grant money. LIST OF SUPPORTING DOCUMENTS: Ordinance State Contract Ordinance authorizing the City Manager or designee to execute a contract with the Texas Department of Family and Protective Services for funding for September 1, 2014 through February 28, 2015 in the total amount of $193,384.84; authorizing appropriation in the Grants Fund No. 1060 for Community Youth Development program contracts for the 78415 Zip Code area; to include the extension of the subcontracts as follows: $26,100.46 to The Boys and Girls Club, $40,275.46 to Communities In Schools of the Coastal Bend, $52,849.80 to SERCO of Texas and $ 17,496.71 to Youth Odyssey for subcontract period September 1, 2014 through February 28, 2015. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. That the City Manager or his designee is authorized to execute a contract with the Texas Department of Family and Protective Services for funding for FY 2015 in the amount of $193,384.84 for the Community Youth Development Program for the 78415 Zip Code area. SECTION 2. That the funds described in Section 1 are appropriated in the Grants Fund No. 1060 for Community Youth Development program for the 78415 Zip Code area. SECTION 3. That the City Manager or his designee is authorized to execute the extension of the subcontracts for Community Youth Development program services, with contract periods September 1, 2014 through February 28,2015 as follows: $26,100.46 to The Boys and Girls Club, $40,275.46 to Communities In Schools of the Coastal Bend, $52,849.80 to SERCO of Texas and $ 17,496.71 to Youth Odyssey. 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 City Secretary Nelda Martinez Mayor Texas Dept. of Family and Protective Services Purchased Client Services Contract Renewal Amendment Contract #23792861 Amendment #4 PEI Renewal Amendment June 2014 The Texas Department of Family and Protective Services, hereinafter referred to as the Department, and City of Corpus Christi, hereinafter referred to as the Contractor, entered into a contract effective September 1, 2010 for the purpose of providing Community Youth Development services with a payment type of Cost Reimbursement. The contract dated September 1, 2010 and all prior amendments and renewals are referred to herein as the "Original Contract." This AMENDMENT #4 of Contract #23792861 is effective September 1, 2014. 1. Purpose Section 1.37 of the Agreement stipulates that the Contract may only be modified through a written amendment mutually agreed upon and signed by both parties. DFPS procured this Contract under 530-11-0006 for Community Youth Development services and has been amended 3 times. Both DFPS and the Contractor agree that the contract should be renewed. 2. Effect of Amendment on Contract Unless otherwise modified, the terms and conditions of the Contract shall remain in full force and effect. 2.1 This contract has been renewed 3 time(s) previously. The procurement, which resulted in this contract, anticipated possible renewals and amendments of the contract, and no additional procurement process is necessary before entering into this renewal. The Department and the Contractor agree to amend the contract as follows: Effective Date of Contract. Section 1.2 of the Original Contract is amended to include: September 1, 2014 through February 28, 2015. This contract period is also referred to as FY 2015. 2.1.1. Incorporation by Reference. Contractor represents, and requests the Department to rely on these representations: 2.1.1.1 If any material facts have changed, the Contractor has attached new and current documents as indicated by the Department. 2.1.1.2. By signing this renewal, the Contractor represents and warrants to the Department that Contractor still complies with ail previously submitted Certifications made when entering into this agreement. Page 1 of 2 Texas Dept. of Family and Protective Services Purchased Client Services Contract El Renewal S NIA Renewal Amendment Ri kT a 211kSEP I1 P34b 3. Contract Amount. Section 1.3 of the Original Contract is deleted in its entirety and the following provision substituted for same: DFPS will pay the Contractor up to $193,384.84 from available funds for services rendered in accordance with the terms of this Contract upon receipt of a proper and verified statement and after deducting any known previous overpayment made by the Department. The Budget for Purchase of Service Contracts (Form 2030) and Budget Narrative included in the Original Contract are hereby deleted and the Form 2030 and Budget Narrative attached hereto are substituted for same. 4. Performance Measures and Plan of Operation The FY 2015 Performance Measures (Attachment 1) attached to this amendment replaces the FY 2014 Performance Measures. Unless changes are indicated in the attached Plan of Operation Certification, the Plan of Operation for FY 2014 remains in effect for FY 2015. The parties to Contract #23792861 have duly executed this Amendment to be effective September 1, 2014. Texas Department of Family and Protective Services I I 411111b1I I�1 mil111� Stu P ed N.1re: Jennifer Sims le: Dep 'y Commissioner Contractor: City of Corpus Christi Signature Printed Name: Michael Morris int Title: Director of Parks and Recreation Lfilete4A41- Date Pagc 2 of 2 Date AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of November 18, 2014 Second Reading for the City Council Meeting of December 9, 2014 DATE: October 21, 2014 TO: Ronald L. Olson, City Manager FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Closing an undeveloped and unsurfaced 38,480 -square foot portion of a 40 -foot wide public right-of-way, out of Lots 1-2, Section 24, & Lots 31-32, Section 25, Flour Bluff & Encinal Farm & Garden Tracts. CAPTION: Ordinance abandoning and vacating an undeveloped and unsurfaced 38,480 -square foot portion of a 40 -foot wide public right-of-way, out of Lots 1-2, Section 24, & Lots 31-32, Section 25, Flour Bluff & Encinal Farm & Garden Tracts and requiring the owner, Related Investors, Ltd., to comply with specified conditions. PURPOSE: The purpose of this item is to abandon and vacate a portion of a 40 -foot wide public right-of-way in conjunction with the future development of some Rancho Vista Subdivision Units. BACKGROUND AND FINDINGS: Related Investors, Ltd. (Owner) is requesting the abandonment and vacation of an undeveloped and unsurfaced 38,480 -square foot portion of a 40 -foot wide public right-of-way, out of Lots 1-2, Section 24, & Lots 31-32, Section 25, Flour Bluff & Encinal Farm & Garden Tracts, located east of the Rodd Field Road (State Highway 357) state right-of-way and south of the Yorktown Boulevard public street right-of-way. The abandonment and vacation of the undeveloped public street right- of-way is being requested in conjunction with the development of future Rancho Vista Subdivision Units. Staff recommends that payment of the fair market value be waived because City Code, Sec. 49- 12, (c)(4) of the City Code of Ordinances eliminates payment of the fair market value when an abandoned street is unimproved, as it is in this case. The Owners have been advised of and concur with the conditions of the public street right-of-way abandonment and vacation ordinance. ALTERNATIVES: Denial of the street closure. This will, however, adversely impact the Owner's ability to move forward with future development or sale of the subject property. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The conditions of the ordinance are in compliance with City of Corpus Christi, Code of Ordinances §49-12 (a), as amended and approved on July 13, 2004, by Ordinance No. 025816. 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 within the dedicated 40 -foot wide public street right-of-way, or objections regarding the proposed public right-of-way abandonment. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of the ordinance. Owner must comply with the following conditions: a. City staff recommends that payment of the fair market value be waived because City Code, Sec. 49-12, (c)(4) of the City Code of Ordinances eliminates payment of the fair market value when an abandoned street is unimproved, as it is in this case. b. Upon approval by the City Council and issuance of the ordinance, all grants of streets closures must be recorded at the Owners' expense in the real property Official Deed and Map Records of Nueces County, Texas, in which the subject portion of the property is located, with a copy of the recording provided to the City. Prior to the issuance of any permits for construction on the land, an up-to-date survey, abstracted for all streets, alleys or public rights-of-way, and items of record must be submitted by the Owners to the Director of Development Services. c. Failure to comply with all the conditions outlined in this Ordinance within the specified time frame will hereby make the Ordinance null and void. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Ordinance abandoning and vacating an undeveloped and unsurfaced 38,480 -square foot portion of a 40 -foot wide public right-of-way, out of Lots 1-2, Section 24, & Lots 31-32, Section 25, Flour Bluff and Encinal Farm & Garden Tracts and requiring the owner, Related Investors, Ltd. to comply with specified conditions. WHEREAS, Related Investors, Ltd. ("Owner") has requested the abandonment and vacation of an undeveloped and unsurfaced 38,480 -square foot portion of a 40 -foot wide public right-of-way, out of Lots 1-2, Section 24, & Lots 31-32, Section 25, Flour Bluff and Encinal Farm & Garden Tracts; WHEREAS, with proper notice to the public, a public hearing was held on Tuesday, November 18, 2014, during a meeting of the City Council, during which all interested parties and citizens were allowed to appear and be heard; and WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate the subject portion of the undeveloped and unsurfaced 38,480 -square foot portion of a 40 -foot wide public right-of-way, out of Lots 1-2, Section 24, & Lots 31-32, Section 25, Flour Bluff and Encinal Farm & Garden Tracts, 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 Related Investors, Ltd. ("Owner"), an undeveloped and unsurfaced 38,480 -square foot portion of a 40 -foot wide public right- of-way, out of Lots 1-2, Section 24, & Lots 31-32, Section 25, Flour Bluff & Encinal Farm & Garden Tracts, located east of the Rodd Field Road (State Highway 357) state right- of-way and south of the Yorktown Boulevard public street right-of-way, as recorded in Volume A, Pages 41-43, of the 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 public street right-of-way described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. City staff recommends that payment of the fair market value be waived because City Code, Sec. 49-12, (c)(4) of the City Code of Ordinances eliminates payment of the fair market value when an abandoned street is unimproved, as it is in this case. b. Upon approval by the City Council and issuance of the ordinance, all grants of streets closures must be recorded at the Owners' expense in the real property Official Deed and Map Records of Nueces County, Texas, in which the subject portion of the property is located, with a copy of the recording provided to the City. Prior to the issuance of any permits for construction on the land, an up-to-date survey, abstracted for all streets, alleys or public rights-of-way, and items of record must be submitted by the Owners to the Director of Development Services. c. Failure to comply with all the conditions outlined in this Ordinance within the specified time frame will hereby make the Ordinance null and void. 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 City Secretary Nelda Martinez Mayor URBAN ENGINEERING 0.883 Acre 40 Foot Wide ROW Closure STATE OF TEXAS COUNTY OF NUECES Job No. 39319.B4.04 August 3rd, 2014 Fieldnotes, for a 0.883 Acre tract, of Lots 31 and 32, Section 25 and Lots 1 and 2, Section 24, Flour Bluff and Encinal Farm and Garden Tracts, a map of which is recorded in Volume A, Pages 41 thru 43, of the Map Records of Nueces County, Texas; said 0.883 Acres, being more fully described by metes and bounds as follows: Commencing, on the common line of Lot 28 and Lot 29, of the said Section 25, for the South corner of Lot 20, Block 14, Rancho Vista Subdivision Unit 6, a map of which is recorded in Volume 67, Pages 726-727, of the said Map Records; Thence, South 28°42'09" West, with the said common line, 178.15 feet, and North 61°17'51" West, departing the said common line 1678.00 feet, to the Point of Beginning and East corner of this tract; Thence South 28°42'09" West, at 20.00 feet, pass the South line of the said Lot 31, the North line of the said Lot 2, in all, 40.00 feet, for the South corner of this tract; Thence, North 61°17'51" West, 962.00 feet, to the Southeast line of Lot 8, Section 22, of the said Flour Bluff and Encinal Farm and Garden Tracts, the Northwest line of the said Lot 1, for the West corner of this tract; Thence, North 28°42'09" East, with the common line of the said Lot 8, and the said Lot 1, at 20.00 feet, pass the South corner of Lot 25, section 21, of the said Flour Bluff and Encinal Farm and Garden Tracts, the West corner of the said Lot 32, the East corner of the said Lot 8 and the North corner of the said Lot 1, continue with the common line of the said Lot 25 and the said Lot 32, in all 40.00 feet, for the North corner of this tract; • Thence, South 61°17'51" East, 962.00 feet to the Point of Beginning, containing 0.883 acres (38,480 Square Feet) of land, more or less. Bearings are based on the recorded plat of Rancho Vista Subdivision Unit 6, a map of which is recorded in Volume 67, Pages 726-727, of the Map Records of Nueces County, Texas. This description was prepared from record information and does not represent a current on the ground Survey. Unless this fieldnote description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. Also reference accompanying sketch of tract described herein. URBAN ENGINEERING eith W. Wooley, R.P.L.S. License No. 5463 S:\Surveying\39319\R404\OFFICE'METES AND BOUNDS103931913404-0.88 Ac-ROWCIosure-20140803.doc Page 1 of 1 (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 www.urbaneng.com TBPE Firm #145 TBPLS Firm # 10032400 FAX (361)854-6001 EXHIBIT A SZ UO }Jr4 (J.3N11)'5 L6610itOZ'oN 'WO 3r,SL St -BG. 1 M 6G,Zb.BZS�/ SIIil R aco,d oo6,o, void a o EP ry I � — J J fwy��C . ss. / ~a3!gr �ib Lot 32, Section 25 Lot 29, Section 25 Lot 30, Section Z 861.17'51'W 1678.00' 4Z UO!;;as J 4 QUf 101 a w yx o $ V O U �r ;4.6u :131 101 Mt." Lot 3, Section 24 W a N 0Q O g N cv z m J Lot 2, Section 24 V = N O O., O Ori 0 ao Esc, O `r . U o j z wd 0 c0 13 0 V r 0) m 0 0 N go_ v+,- Np To. Csi Of 0Cm <0 WZtiz N N Y Z mwi. EC ff714r, W co 1— W X W ,3 cnix 0167 >:GJ'i.n – •�\ Rod WU / /�c cn z O U Wd+Pb9 ue"D'ul° x 151. 4.3 U N U AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of November 18, 2014 Second Reading for the City Council Meeting of December 9, 2014 DATE: October 24, 2014 TO: Ronald L. Olson, City Manager FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Closing an undeveloped and unsurfaced 67,120 -square foot portion (1.54 acres) of a 40 - foot wide public right-of-way, out of Lots 2-4, Section 24, & Lots 29-31, Section 25, Flour Bluff & Encinal Farm & Garden Tracts. CAPTION: Ordinance abandoning and vacating an undeveloped and unsurfaced 67,120 -square foot portion (1.54 acres) of a 40 -foot wide public right-of-way, out of Lots 2-4, Section 24, & Lots 29-31, Section 25, Flour Bluff & Encinal Farm & Garden Tracts and requiring the owner, Yorktown Joint Venture, to comply with specified conditions. PURPOSE: The purpose of this item is to abandon and vacate a portion of a 40 -foot wide public right-of-way in conjunction with the development of the Rancho Vista Units 10 and 11. BACKGROUND AND FINDINGS: Yorktown Joint Venture (Owner) is requesting the abandonment and vacation of an undeveloped and unsurfaced 67,120 -square foot portion (1.54 acres) of a 40 -foot wide public right-of-way, out of Lots 2-4, Section 24, & Lots 29-31, Section 25, Flour Bluff & Encinal Farm & Garden Tracts, located west of the Fred's Folly Drive public street right-of-way and south of the Idle Hour public street right-of-way. The abandonment and vacation of the undeveloped public street right-of-way is being requested in conjunction with the development of the Rancho Vista Units 10 and11. Staff recommends that payment of the fair market value be waived because City Code, Sec. 49- 12, (c)(4) of the City Code of Ordinances eliminates payment of the fair market value when an abandoned street is unimproved, as it is in this case. The Owners have been advised of and concur with the conditions of the public street right-of-way abandonment and vacation ordinance. ALTERNATIVES: Denial of the street closure. This will, however, adversely impact the Owner's ability to move forward with future development or sale of the subject property. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The conditions of the ordinance are in compliance with City of Corpus Christi, Code of Ordinances §49-12 (a), as amended and approved on July 13, 2004, by Ordinance No. 025816. 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 within the dedicated 40 -foot wide public street right-of-way, or objections regarding the proposed public right-of-way abandonment. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of the ordinance. Owner must comply with the following conditions: a. City staff recommends that payment of the fair market value be waived because City Code, Sec. 49-12, (c)(4) of the City Code of Ordinances eliminates payment of the fair market value when an abandoned street is unimproved, as it is in this case. b. Upon approval by the City Council and issuance of the ordinance, all grants of streets closures must be recorded at the Owners' expense in the real property Official Deed and Map Records of Nueces County, Texas, in which the subject portion of the property is located, with a copy of the recording provided to the City. Prior to the issuance of any permits for construction on the land, an up-to-date survey, abstracted for all streets, alleys or public rights-of-way, and items of record must be submitted by the Owners to the Director of Development Services. c. Failure to comply with all the conditions outlined in this Ordinance within the specified time frame will hereby make the Ordinance null and void. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Ordinance abandoning and vacating an undeveloped and unsurfaced 67,120 -square foot portion of a 40 -foot wide public right-of-way, out of Lots 2-4, Section 24, & Lots 29-31, Section 25, Flour Bluff & Encinal Farm & Garden Tracts and requiring the owner, Yorktown Joint Venture, to comply with specified conditions. WHEREAS, Yorktown Joint Venture ("Owner") has requested the abandonment and vacation of an undeveloped and unsurfaced 67,120 -square foot portion of a 40 -foot wide public right-of-way, out of Lots 2-4, Section 24, & Lots 29-31, Section 25, Flour Bluff & Encinal Farm & Garden Tracts; WHEREAS, with proper notice to the public, a public hearing was held on Tuesday, November 18, 2014, during a meeting of the City Council, during which all interested parties and citizens were allowed to appear and be heard; and WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate the subject portion of the undeveloped and unsurfaced 67,120 -square foot portion of a 40 -foot wide public right-of-way, out of Lots 2-4, Section 24, & Lots 29-31, Section 25, Flour Bluff & Encinal Farm & Garden Tracts, 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 Yorktown Joint Venture ("Owner"), an undeveloped and unsurfaced 67,120 -square foot portion of a 40 -foot wide public right- of-way, out of Lots 2-4, Section 24, & Lots 29-31, Section 25, Flour Bluff & Encinal Farm & Garden Tracts, located west of the Fred's Folly Drive public street right-of-way and south of the Idle Hour public street right-of-way., as recorded in Volume A, Pages 41- 43, of the 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 public street right-of-way described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. City staff recommends that payment of the fair market value be waived because City Code, Sec. 49-12, (c)(4) of the City Code of Ordinances eliminates payment of the fair market value when an abandoned street is unimproved, as it is in this case. b. Upon approval by the City Council and issuance of the ordinance, all grants of streets closures must be recorded at the Owners' expense in the real property Official Deed and Map Records of Nueces County, Texas, in which the subject portion of the property is located, with a copy of the recording provided to the City. Prior to the issuance of any permits for construction on the land, an up-to-date survey, abstracted for all streets, alleys or public rights-of-way, and items of record must be submitted by the Owners to the Director of Development Services. c. Failure to comply with all the conditions outlined in this Ordinance within the specified time frame will hereby make the Ordinance null and void. 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 City Secretary Nelda Martinez Mayor Irl RBAN ENGINEERING 1.54 Acre 40 Foot Wide ROW Closure STATE OF TEXAS COUNTY OF NUECES Job No. 39319.B4.04 August 26rd, 2014 Fieldnotes, for a 1.54 Acre tract, of Lots 29-31, Section 25 and Lots 2-4, Section 24, Flour Bluff and Encinal Farm and Garden Tracts, a map of which is recorded in Volume A, Pages 41 thru 43, of the Map Records of Nueces County, Texas; said 1.54 Acres; being more fully described by metes and bounds as follows: Commencing, on the common line of Lot 28 and Lot 29, of the said Section 25, for the South corner of Lot 20, Block 14, Rancho Vista Subdivision Unit 6, a map of which is recorded in Volume 67, Pages 726-727, of the said Map Records; Thence, South 28°42'09" West, with the said common line, 178.15 feet, to the Point of Beginning and East comer of this tract; Thence South 28°42'09" West, continuing with the said common line, at 20 feet, pass the North corner of Lot 5, of the said section 24, the East corner of the said Lot 4, the West comer of the said Lot 28 and the South comer of the said Lot 29, continue with the common line of the said Lot 5 and the said Lot 4, in all, 40.00 feet, for the South corner of this tract; Thence, North 61°17'51" West, 1678.00 feet, for the West comer of this tract; Thence, North 28°42'09" East, at 20.00 feet, pass the North line of the said Lot 2, the South line of the said Lot 31, in all 40.00 feet, for the North comer of this tract; Thence, South 61°17'51" East, 1678.00 feet to the Point of Beginning, containing 1.54 acres (67,120 Square Feet) of land, more or less. Bearings are based on the recorded plat of Rancho Vista Subdivision Unit 6, a map of which is recorded in Volume 67, Pages 726-727, of the Map Records of Nueces County, Texas. This description was prepared from record information and does not represent a current on the ground Survey. Unless this fieldnote description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. Also reference accompanying sketch of tract described herein. URBAN ENGINEERING K'Gtth W. Wooley, R.P.L.S. License No. 5463 S:\Surveying1393191B404\OFFICE\METES AND BOUNDS1039319B404-I.54 Ac-ROWCIosure-20140826.doc (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI,TEXAS 78404 www.urbaneng.com TBPE Firm #145 TBPLS Firm # 10032400 Page 1 of 1 FAX (361)854-6001 EXHIBIT A . D 4, °N JI 0 o ` i vt iDeid u08w1,1 xeid ?,;'1 s:o I 1 o ez :: BLI M„ 60, et -BZ I� I Lot 29, Section 25 -61 I im 1 1-1111111 I goE I r a gI _ J s 0 U (n O Lot SO, Section 25 Lot 32, Section 25 25, Section 21 0 00 to N I01 c 0 U 101 Lot 3, Section 24 c M o j U O 0) � O O D� T C ON j a o E I U 0' 0 0lV 0 O 0, z c wa o 0 o> 0 0 U 7. CC 0 m O it 11 pi onalno9 uoJJDuJ 01 p AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of November 18, 2014 Second Reading for the City Council Meeting of December 9, 2014 DATE: October 27, 2014 TO: Ronald L. Olson, City Manager FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Rezoning from Commercial to Residential For Anthony Troy Shur and Janelle Marydee Shur Property Addresses: 2645 Rodd Field Road CAPTION: Case No. 1014-01 Anthony Troy Shur and Janelle Marydee Shur: A change of zoning from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District, resulting in a change to the Future Land Use Plan from medium density residential to low density residential. The property is described as Lot 35A, Block 2, Brandywine Subdivision, located on the west side of Rodd Field Road north of Premont Street. PURPOSE: The purpose of this item is rezone the property to allow the construction of a single- family home. RECOMMENDATION: Planning Commission and Staff Recommendation (October 22, 2014): Approval of the change of zoning from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District. BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District. The applicant plans to demolish the current residential dwelling which is on a commercial lot, replacing it with a large metal building to augment the existing business, and then reconstruct the single-family dwelling and guest quarters behind the existing business. The proposed rezoning would not negatively impact the surrounding residential properties and the property to be rezoned is suitable for low density residential uses. The proposed rezoning is compatible with the present zoning and conforming uses of nearby properties and to the character of the surrounding area. ALTERNATIVES: Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The subject property is within the boundaries of the Southside Area Development Plan and the proposed rezoning is not consistent with the adopted Future Land Use Plan, which slates the property for medium density residential uses. Although inconsistent with the Future Land Use Plan and Comprehensive Plan, the rezoning to a lower density residential use would be appropriate for this location and is consistent with the surrounding residential properties. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑Z Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Presentation - Aerial Map Ordinance Planning Commission Final Report Ordinance amending the Unified Development Code ("UDC"), upon application by Anthony Troy Shur and Janelle Marydee Shur ("Owners"), by changing the UDC Zoning Map in reference to Lot 35A, Block 2, Brandywine Subdivision, from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Anthony Troy Shur and Janelle Marydee Shur ("Owners"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, October 22, 2014, during a meeting of the Planning Commission, and on Tuesday, November 18, 2014, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by Anthony Troy Shur and Janelle Marydee Shur ("Owners"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on Lot 35A, Block 2, Brandywine Subdivision, located along the west side of Rodd Field Road north of Premont Street (the "Property"), from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District (Zoning Map No. 041032), as shown in Exhibit "A". Exhibit A, which is a location map of the Property, is attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez 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 City Secretary Nelda Martinez Mayor Ordinance_1014-01 Anthony T. Shur and Janelle Marydee Shur Page 2 of 2 CASE: 1014-01 SUBJECT PROPERTY WITH ZONING Subject Property RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Multifamily 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 CR -2 CG -1 CG -2 CI CBD CR -3 FR H BP Resort Commercial Resort Commercial General Commercial General Commercial Intensive Commercial Downtown Commercial Resort Commercial Farm Rural Historic Overlay Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unit Dev. Overlay RS -10 Single -Family 10 RS -6 Single -Family 6 RS -4.5 Single -Family 4.5 RS -TF Two -Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home Ca BOO /os 0 LOCATION MAP City of Corpus Christi Exhibit "A" Aerial Overview . ,5-, 'al < PLANNING COMMISSION FINAL REPORT Case No.: 1014-01 HTE No. 14-10000037 Planning Commission Hearing Date: October 22, 2014 Applicant & Legal Description Applicant/Owners: Anthony Troy and Janelle Marydee Shur Legal Description/Location: Lot 35A, Block 2, Brandywine Subdivision, located along the west side of Rodd Field Road north of Premont Street. Zoning Request From: "CN -1" Neighborhood Commercial District To: "RS -6" Single -Family 6 District Area: 0.3432 acres Purpose of Request: To allow the construction of a single-family dwelling. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "CN -1" Neighborhood Commercial Commercial Medium Density Residential North "CN -1" Neighborhood Commercial Commercial Medium Density Residential South "RM -1" Multifamily 1 Medium Density Residential Medium Density Residential East "FR" Farm Rural Estate Residential and Low Density Residential Medium Density Residential West "RM -1" Multifamily 1 Medium Density Residential Medium Density Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Southside Area Development Plan (ADP) and is planned for medium density residential uses. The proposed change of zoning to the "RS -6" Single - Family 6 District is not consistent with the adopted Future Land Use Plan. Map No.: 041032 Zoning Violations: 2006 — Case No. 15176, Care of Premise Violation. Status Date: March 12, 2007 — Compliance -Weeds mowed and fence mended. Transpor- tation Transportation and Circulation: The area to be rezoned has access to Rodd Field Road, which the Urban Transportation Plan shows as an A3 Primary Arterial Divided. The A3 Arterial is designed to augment the freeway system and serves major through movements of traffic between important centers of activity, major traffic generators and with a substantial portion of trips entering and leaving the area. The maximum desirable average daily trips for an A3 Arterial is 30,000 to 48,000. Case # 1014-01 Anthony Troy Shur and Janelle Marydee Shur Page 2 Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume (2010) Rodd Field Road A3 Primary Arterial Divided 130' ROW 79' paved 116' ROW 67' paved Not Available Staff Summary: Requested Zoning: The applicant is requesting a change of zoning from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District to allow construction of a single-family dwelling on the property. The adjoining lot currently consists of a taxidermy business, Shur's Taxidermy, and a residential dwelling, both owned by the applicant. The applicant owns and operates Shur's Taxidermy and lives on the property where the business is located. The applicant recently had the property replatted into two lots in order to construct a new residential dwelling toward the back of the property to accommodate expanding the commercial business in the front. A "caretaker's quarters" is allowed in the existing zoning district but is limited to 1,500 square feet. A rezoning to a single -Family district is required to allow a larger dwelling as a primary use. Development Plan: The applicant plans to demolish the current residential dwelling, replacing it with a large metal building to augment the existing business, and construct a single-family dwelling and guest quarters behind the existing business. Existing Land Uses & Zoning: North of the subject property is zoned "CN -1" Neighborhood Commercial District and the use is commercial with the applicant's existing business. South and west of the subject property is a condominium complex in the "RM -1" Multifamily 1 District. East of the subject property across Rodd Field Road is zoned "FR" Farm Rural District consisting of one residential estate dwelling and one low density residential dwelling. AICUZ: The subject property is not located in a Navy Air Installation Compatibility Use Zones (AICUZ). Comprehensive Plan & Area Development Plan (ADP) Consistency: The subject property is within the boundaries of the Southside ADP and the proposed rezoning is not consistent with the adopted Future Land Use Plan, which slates the property for medium density residential uses. Although inconsistent with the Future Land Use Plan and Comprehensive Plan, the rezoning to a lower density residential use would be appropriate for this location and is consistent with the surrounding residential properties. Case # 1014-01 Anthony Troy Shur and Janelle Marydee Shur Page 3 Department Comments: • Although inconsistent with the Future Land Use Plan, a single-family dwelling already exists on the property and relocating the dwelling into the rear portion of the property is reasonable. • Single-family dwellings are not recommended for arterial roads. However, the single-family dwelling would not have separate access to Rodd Field Road, but would share access with the commercial business. • The proposed rezoning would not negatively impact the surrounding residential properties and the property to be rezoned is suitable for low density residential uses. • The proposed rezoning is compatible with the present zoning and conforming uses of nearby properties and to the character of the surrounding area. Planning Commission and Staff Recommendation (October 22, 2014): Approval of the change of zoning from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District. 0 CL 0 z Number of Notices Mailed — 117 within 200 -foot notification area; 5 outside notification area As of October 27, 2014: In Favor — 1 inside notification area; 0 outside notification area In Opposition — 3 inside notification area; 0 outside notification area For less than 2% in opposition. Attachments: 1. Location Map (Existing Zoning & Notice Area) 2. Site Plan K:\DevelopmentSvcs\SHARED\ZONING CASES\2014\1014-01 Anthony Troy and Janelle MaryDee Shur\Council Documents\CC Report - 1014-01 Anthony T Shur and Janelle Marydee Shur.docx AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of November 18, 2014 Second Reading for the City Council Meeting of December 9, 2014 DATE: October 31, 2014 TO: Ronald L. Olson, City Manager FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Wastewater Collection System Master Plan Amendment for Sandy Creek Subdivision CAPTION: Ordinance amending the Wastewater Collection System Master Plan OSO Wastewater Reclamation Plant (W.R.P.) Service Area, Area 1, an element of the Comprehensive Plan of the City of Corpus Christi, Texas, by realigning the proposed wastewater collection line to a location farther north and increasing the diameter of the line; amending related elements of the Comprehensive Plan of the City; providing for severance; and providing for publication. PURPOSE: The purpose of the amendment is to realign and increase the diameter of the planned collection line shown in the Wastewater Collection System Master Plan OSO W.R.P Service Area, Area 1, Master Plan. Details of the amendment are as follows: • Provide a larger diameter line to increase depth and insure adequate wastewater collection line services for the undeveloped lot to the west of Sandy Creek Subdivision. • Provide easier access to and reduce the overall maintenance of the wastewater collection line. • Eliminate duplication of wastewater collection lines. BACKGROUND AND FINDINGS: The Wastewater Collection System Master Plan OSO W.R.P. Service Area, Area 1 (2006) (Exhibit A) shows a planned collection line along the northern edge of Master Channel 29. The approved Plan shows approximately 2,000 linear feet of 10 -inch PVC pipe; 1,050 linear feet of 8 -inch PVC pipe terminating approximately 200 feet east of Rodd Field Road and 950 linear feet of 8 -inch PVC pipe running North and South. The developer has an approved preliminary plat with a street layout for Sandy Creek Subdivision (Exhibit B). The developer is proposing to realign the wastewater collection line to a location farther north and increase the diameter of the line to 12 inches. The realignment will result in 2,405 linear feet of 12 -inch wastewater collection line running through Sandy Creek Subdivision's public streets right-of-way and approximately 1,000 linear feet running through the property to the west, which is described as 36.135 acres out of Lots 1 & 2, Section 27, Flour Bluff and Encinal Farm Garden Tracts (Exhibit C). The realignment will result in the increased depth of the collection line for the 36.135 acres of undeveloped land to the west of Sandy Creek Subdivision; reduce maintenance costs of the line and eliminate duplication of wastewater collection lines. ALTERNATIVES: Denial or alteration of the proposed Wastewater Collection System Master Plan amendment. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed Wastewater Collection System Master Plan amendment conforms to City policy. DEPARTMENTAL CLEARANCES: Wastewater Department Legal Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Z Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Planning Commission and Staff recommends approval of the proposed Wastewater Collection System Master Plan. LIST OF SUPPORTING DOCUMENTS: Developer's request with: Exhibit A: Oso Wastewater Treatment Plant Service Area I Master Plan Exhibit B: Preliminary Plat Sandy Creek Subdivision Exhibit C: Oso WWTP Service Area I Master Plan Realignment Amendment Ordinance Ordinance amending the Wastewater Collection System Master Plan OSO Wastewater Reclamation Plant (W.R.P.) Service Area, Area 1, an element of the Comprehensive Plan of the City of Corpus Christi, Texas, by realigning the proposed wastewater collection line to a location farther north and increasing the diameter of the line; amending related elements of the Comprehensive Plan of the City; providing for severance; and providing for publication. WHEREAS, the Planning Commission has forwarded to the City Council its recommendation concerning the amendments to the Wastewater Collection System Master Plan OSO W.R.P. Service Area, Area 1, an element of the Comprehensive Plan of the City of Corpus Christi, Texas; WHEREAS, Planning Commission held a public hearing on Wednesday, October 22, 2014, regarding amendments to the Wastewater Collection System Master Plan OSO W.R.P. Service Area, Area 1, during which all interested persons were allowed to appear and be heard; WHEREAS, City Council held a public hearing on Tuesday, November 18, 2014, regarding amendments to the Wastewater Collection System Master Plan OSO W.R.P. Service Area, Area 1, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that these amendments would best serve public health, necessity, and convenience, and the general welfare of the City of Corpus Christi and its citizens; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Wastewater Collection System Master Plan OSO W.R.P. Service Area, Area 1, an element of the Comprehensive Plan of the City of Corpus Christi, Texas (the "Comprehensive Plan"), is amended by realigning the proposed wastewater collection line to a location farther north and increasing the diameter of the line resulting in 2,405 linear feet of 12 -inch wastewater collection line running through Sandy Creek Subdivision public street right-of-way and approximately 1,000 linear feet running through 36.135 acres out of Lots 1 & 2, Section 27, Flour Bluff and Encinal Farm Garden Tracts, as shown on Exhibit "A," which is attached to this ordinance and incorporated into this ordinance by reference as if fully set out in its entirety. SECTION 2. To the extent the amendments made by this ordinance represent a deviation from the Wastewater Collection System Master Plan OSO W.R.P. Service Area, Area 1, the Wastewater Collection System Master Plan OSO W.R.P. Service Area, Area 1 is amended to conform to the amendments made by this ordinance. SECTION 3. The Wastewater Collection System Master Plan OSO W.R.P. Service Area, Area 1, as amended from time to time and except as changed by this ordinance, remains in full force and effect. SECTION 4. Any ordinance or part of any ordinance in conflict with this ordinance is expressly repealed by this ordinance. SECTION 5. The City Council intends that every section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance be given full force and effect for its purpose. Therefore, if any section, paragraph, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, that judgment shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez 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 City Secretary Nelda Martinez Mayor 1403160 31V0 ON 3013,33 1403160 31303 ROO 0113330. 96160 0 3333 31 130 13 033021110 130 13 N.0.0 3313 NW130 NOSd1,10H1-9 OIVMO S.100 10 LIO 14orronursNoD NL]IA3 I WIN31NI HLOJ tts(om) He N3 [ss(sss)°He s su soot(5 ) Hd ss[ n[ss([v)3vei X1,1110.1.31A a tIVHITIOD TO. 9NIA]AMOS•1VIN3WNOMIAN3 •ONIM33NION3 N3MOUJ31IHDMV3l7�� 3uI'6uuaau!6u3Limuis!eN xl'I LSIaHO sndaOO 1IBIHX3 1N31NUN3VJV 03SOdO21d NV1d2131SVW 2131VM31SVM CVO I NO10NIX31 L 3AI80 SCNVS a3A1IS W C ▪ J W H < LU OO FWD t-Oo_ w J Q Z O - 0O p] W 0 X J Z W Q 0_ W - _ I— O W wOO n J 1 <0 p O O ,40 U Z o H ▪ O U o_zw a w<zz OwjW Ozo zaw 64. • CREEK SUB PROPOSED MASTERPLAN AMENDMENT C10010-131 0000 ..4 N011d11,10530 MddV 1190 01 NOIIdI130S30 Mdd9 1190 01 September 25, 2014 Naismith E ng i neeri ng,Inc ENGINEERING ■ ENVIRONMENTAL ■ SURVEYING • ESTABLISHED 1949 Leticia Kanmore, Project Manager City of Corpus Christ -Development Services 2406 Leopard Street Corpus Christi, TX 78408 Re: Master Plan Amendment Request Oso Wastewater Treatment Plant Collection System - Service Area 1 Service Boundary Area 1— Wooldridge East Lift Station Dear Ms. Kan more:: This letter is to serve as notice that Palm Land Investments, Inc. (PLI) intends to pursue a Master Plan Amendment to the Wastewater Collection System for Oso WWTP Service Area 1. The specific basin is Wooldridge East Lift Station within Service Boundary 1 and is depicted in Exhibit A. The approved Master Plan shows a service line to continue along the northern edge of the Drainage Easement for the Wooldridge Place Tributary from the southeastern corner of PLI's land. The collection line is shown as approximately 2,000 LF of 10" PVC and 1,050 LF of 8" PVC terminating approximately 200 ft. east of Rodd Field Road along the southern edge of the service boundary. PLI has an approved preliminary plat for Sandy Creek Subdivision with a street layout as shown on Exhibit B. PLI is proposing to route the collection line within the planned public street right-of-ways as shown on Exhibit C. PLI feels that since a wastewater line would be needed in this location that a master planned collection within the drainage easement would only be a duplication of lines and would reduce the overall maintenance requirement of this line. This alignment would also place the collection line in the middle of its remaining service boundary (north and south). In addition, the City may want to consider using a larger diameter line, possibly continuing the 12" PVC line, to increase the depth and insure all areas within the service boundary to tie in. If you have any questions, please let me know. We look forward to working with you on this development. Sincerely, NAISMITH ENGINEERING, INC. Craig B. Thomps n .E. Vice President Attachments: Exhibit A—Wastewater Collection System Master Plan — Oso W.R.P. Service Area - Area 1 Exhibit B — Approved Preliminary Plat for Sandy Creek Subdivision Exhibit C — Wastewater Master Plan Proposed Amendment Exhibit 2:\917$ - Sandycreek wastewater Collection Reimbursement\Submitted120140926 Sandy Creek Off -Site Letter,docx 4501 Gollihar Road. Corpus Christi, TX 78411 • 800-677-2831 361-814-9900 Fax 361-814-4401 • naismith-engineering.com r v, _ LL H °2S w O W o U 1— c.) Q W IJ_1- of<1- m z W 1— z J o Dw o ar ,LULL > V LL Q W ce 0 N 0 w Zd Qo cc Z LO V LL an ZLLW J o _ W 1- 0 EcT Q a a Z 1 3-3 1I i • uY6u iJaau 16u 3 y;lwsleN Stl)(31.ALNII. 330.N '115181. Ap )133210 AaNYS 90 30V 993,110A NN'W S£ b£ S30Vd.53000, -11: 1,1r•'e000031105310000 ;W;I ---- 4'Lou ZOZ 30Vd 31N 9A Z11NL9 VWVH.1 VS310'60, SGl r, 3,1 13 le. DN. 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Olson, City Manager FROM: Wes Pierson, Assistant City Manager Wesp@cctexas.com 361-826-3082 Texas State Aquarium Lease Agreement CAPTION: Ordinance authorizing the city manager, or his designee, to execute a lease -purchase and operating agreement including option to purchase with Texas state aquarium association ("TSAA") covering lots a-1, a-3, b, c and d, of the Texas state aquarium subdivision, together with leasehold rights for the adjacent parking areas; in consideration of TSAA maintaining the premises and improvements, operating a public aquarium and related facilities, TSAA's payments on debt service on the 1996 $4.4 million combination tax and revenue certificates of obligation, and TSA's $45 million dollar expansion of the aquarium facility; providing for severance; and providing for publication. PURPOSE: To approve new Texas State Aquarium Lease -Purchase Agreement. BACKGROUND AND FINDINGS: The Texas State Aquarium (TSA) has been operated by the Texas State Aquarium Association (TSAA) since 1990. The TSAA leases the land and improvements for the TSA from the City of Corpus Christi. The current lease will expire in 2020. The TSA will soon embark on a $50 million expansion, the largest in their 24 year history. To enable the TSAA to secure the construction loan that they are seeking to commence construction of the project, a new long term lease is required. Additionally, because the TSAA has invested more than $37 million to date, and plans on spending more than $50 million on their proposed expansion, the TSAA is requesting the option to purchase the aquarium land and improvements from the City. Staff has worked with the TSAA to create a new performance based lease -purchase agreement with mainly the same terms as the existing lease agreement, but with the option to purchase the property based upon performing certain criteria. The main terms of the lease -purchase agreement include: 50 year lease term Requirement to operate the facilities as an aquarium No financial obligation from the City to the TSAA for the aquarium The TSAA may exercise an option to purchase the land and improvements if the following performance criteria are met: o Level of Investment: The TSAA will be required to spend a minimum of $45 million on the expansion of the aquarium. o Completion of the Expansion Project: The proposed expansion must be completed and open to the public. o Payment of Outstanding Revenue Debt Obligations: The TSAA must complete payment of the outstanding revenue certificates of obligation that the City sold on their behalf (The TSAA has been diligent in meeting this obligation) In addition to these performance based criteria, the following provisions will be placed in the special warranty deed for the property: A "Right of First Refusal" provides the City an option to repurchase the aquarium property (land and improvements) in the future if desired A requirement that the TSAA pay the City $14.5 million in the event that the TSAA were to sell the aquarium property in the future A restrictive covenant on the deed will require that the property be operated as an aquarium for 75 years A "Reverter Clause" provides that the aquarium property will revert back to the City if the restrictive covenant is violated ALTERNATIVES: Do not approve new lease agreement. OTHER CONSIDERATIONS: The new Lease -Purchase agreement amends, restates and replaces in its entirety the prior Lease and Operating Agreement between the Texas State Aquarium Association and the City of Corpus Christi dated July 5, 2000. CONFORMITY TO CITY POLICY: City Council must approve all lease agreements. Item will be approved by Ordinance after two readings that are 28 (twenty eight) days apart. The lease will become effective 61 (sixty-one) days after the second reading of the ordinance by City Council. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital x Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: RECOMMENDATION: Approval of the Ordinance as presented. LIST OF SUPPORTING DOCUMENTS: • Lease -Purchase and Operating Agreement between Texas State Aquarium and City of Corpus Christi • Ordinance ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A LEASE -PURCHASE AND OPERATING AGREEMENT INCLUDING OPTION TO PURCHASE WITH TEXAS STATE AQUARIUM ASSOCIATION ("TSAA") COVERING LOTS A-1, A-3, B, C AND D, OF THE TEXAS STATE AQUARIUM SUBDIVISION, TOGETHER WITH LEASEHOLD RIGHTS FOR THE ADJACENT PARKING AREAS; IN CONSIDERATION OF TSAA MAINTAINING THE PREMISES AND IMPROVEMENTS, OPERATING A PUBLIC AQUARIUM AND RELATED FACILITIES, TSAA'S PAYMENTS ON DEBT SERVICE ON THE 1996 $4.4 MILLION COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, AND TSA'S $45 MILLION DOLLAR EXPANSION OF THE AQUARIUM FACILITY; PROVIDING FOR SEVERANCE; AND PROVIDING FOR PUBLICATION BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager, or his designee, is authorized to execute a 50 -year lease - Purchase and Operating Agreement including option to purchase with Texas State Aquarium Association covering Lots A-1, A-3, B, C, and D of the Texas State Aquarium Subdivision, together with leasehold rights for the adjacent parking areas in consideration of TSAA's maintaining the premises and improvements, operating a public aquarium and related facilities, TSAA's payments on debt service on the 1996 $4.4 million combination tax and revenue certificates of obligation, and TSAA's $45 million dollar expansion of the current facilities. A copy of the agreement shall be filed with the City Secretary. SECTION 2. If, for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of the City Council that every section, paragraph, subdivision, phrase, word and provision hereof shall be given full force and effect for its purpose. SECTION 3. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. This agreement takes effect on the 61st day following final City Council approval. 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 City Secretary Nelda Martinez Mayor Lease -Purchase and Operating Agreement between Texas State Aquarium Association and City of Corpus Christi State of Texas § County of Nueces § This Lease -Purchase and Operating Agreement (the "Lease" or "Lease -Purchase Agreement") amends, restates and replaces in its entirety that prior Lease and Operating Agreement between Texas State Aquarium Association and City of Corpus Christi dated July 5, 2000. Recitals: The Texas State Aquarium Association, a Texas nonprofit corporation ("TSA" or "Lessee"), acting through its duly authorized President and CEO, or designee, ("President"), of 2710 N. Shoreline Blvd., Corpus Christi, Nueces County, Texas, 78402, has constructed and operates a public aquarium (the "Aquarium" as more specifically defined in Section 3) in Corpus Christi, Texas, on a nonprofit basis for multiple public purposes including the education and enjoyment of visitors from inside and outside of Texas, promotion and growth of scientific knowledge, advancement of interest in marine resources and the study thereof, and promotion of interest in the Corpus Christi Bay Area for both business and personal pursuits. The City of Corpus Christi, a Texas home -rule municipal corporation ("City" or "Lessor"), acting through its duly authorized City Manager, or designee, ("City Manager") of 1201 Leopard, Corpus Christi, Nueces County, Texas 78401, is the owner of certain real property in Texas State Aquarium Subdivision on Corpus Christi Beach in Corpus Christi ("Aquarium Property") and on the Rincon Channel ("Sealab Property"). The State Legislature of the State of Texas has designated the Aquarium facility operated by TSA as the official Aquarium of the State of Texas. TSA has operated the Aquarium to deliver the above-mentioned public benefits in a manner reflecting favorably upon both TSA and the City while assuring appropriate accountability for all public monies previously contributed thereto. The City purchased certain property for the Aquarium pursuant to Ordinance No. 19619, adopted on February 2, 1987, which authorized the City to spend up to $1.3 million for the acquisition of certain property, improvement to certain property, and the form of lease for certain property acquired and improved. Further, the City and TSA jointly funded the design of the Aquarium pursuant to Ordinance No. 19764, adopted on June 3, 1987, which authorized the City to spend up to $500,000 on Aquarium design, with TSA to pay for 50% of the design, and all design costs in excess of $1,000,000. The City and TSA entered into a Purchase Agreement, whereby TSA would construct the Aquarium on land it had separately acquired and subsequently convey said land and the completed Aquarium to the City in consideration of the City's paying the purchase price for such completed Aquarium, then the City would lease the property back to TSA along with other property acquired by City for a 20 -year lease term for TSA to operate the Aquarium, authorized by Ordinance No. 019674, adopted on June 15, 1987. The City actually leased the Aquarium Property to TSA by virtue of a lease dated October 5, 1988, authorized by City Ordinance No. 020507 on March 29, 1988, which included a five-year lease on adjacent subsurface area. The City subleased certain parking lots, leased by the City from the Texas Department of Transportation, to TSA with the agreement that TSA would operate the parking lots and pay a portion of the debt service related to construction of the parking lots by virtue of a lease authorized by Ordinance No. 021839, adopted on December 21, 1993. By Agreement of March 20, 1996, authorized by City Council Resolution 022500 on February 27, 1996, TSA conveyed certain additional real property to the City in consideration of TSA revenue -backed Certificates of Obligation ("Certificates") in the amount of $4,400,000. The City and TSA entered into a new 20 -year lease covering all of the above referenced properties by a lease dated July 5, 2000, authorized by City Ordinance No. 024083 on June 27, 2000, providing for the continued occupancy and operation of the Aquarium by TSA until September 5, 2020. The City and TSA also entered into multiple other agreements to acquire and develop the Aquarium, and all such agreements are of public record. TSA desires to expand the Aquarium to construct the Caribbean Building (the "Project"), as more particularly described below, and in order to finance such expansion plans TSA requires a long-term leasehold interest in the Property, and both the City and TSA desire to enter into this Lease -Purchase Agreement to provide the option to purchase and extend the other terms, conditions and provisions of the current lease and operating agreement in order to facilitate such expansion plans and assure the continued maintenance and modernization of the Aquarium on a long-term basis. The City and TSA further desire to provide for the purchase and re -acquisition of the land and improvements comprising the Aquarium by TSA conditioned on the faithful performance by TSA of its obligations under this Lease -Purchase Agreement and continuation of the operation of an aquarium and sea life park for a minimum of fifty (50) years. NOW, THEREFORE, the City and TSA, in consideration of the covenants contained herein, do mutually agree as follows: Agreement: 1. Premises. The City leases to TSA all of the property described in the attached and incorporated Exhibit A, all of City's interest in the Sealab Property described in the attached and 2 incorporated Exhibit B, and all improvements located thereon (collectively called "Aquarium Property" or "Lease Premises") for and in consideration of the covenants and conditions of this Lease. 2. Term. This Lease -Purchase Agreement is for a term of fifty (50) years, commencing on the 61st day after final City Council approval, which is , 2014, and terminating on December 31, 2064. 3. Permitted Use. The Aquarium Property must be used solely as an aquarium and sea life park, herein referred to as either "Aquarium" or "Aquarium Facility"; provided, however, that TSA may operate food, drink, souvenir, and such other concessions as the President may deem consistent with, but secondary to, operation of the Aquarium, including without limitation participating in fundraising activities. 4. The Project. TSA will finance, design, build, maintain and operate a new Caribbean Journey building (the "Caribbean Building") based on plans and specifications approved by the City Manager of the City (the "Project"). The Project will complement the existing Gulf of Mexico Exhibit Building (the "Gulf of Mexico Building"), in order to further the Aquarium experience in: • Interpreting the unique biodiversity and culture of the Yucatan region; • Utilizing state-of-the-art, immersive, interactive aquarium exhibitions; • Incorporating a multi -sensory 4D -theater experience; • Adding the capacity and building infrastructure to expand the Aquarium's research and conservation programs, guest and event services, and catering capabilities. TSA will be solely responsible for the design, construction and furnishing of the Project and will expend not less than $45 million therefor. TSA has funds available, raised from donors, equal to over one-half of that amount. The remaining amount will be obtained through a loan secured by a leasehold mortgage of the Aquarium Property. 5. TSA Responsibility. TSA shall be exclusively responsible for all planning, design, financing, advertising for bids, choice of contractor, supervision of construction, construction, equipping, stocking, establishment, operation, maintenance, management, and all other activities related to the Aquarium. TSA is not relieved of such responsibility by any approval of the plans and specifications, inspection or approval by City or its agents of the Aquarium or any part thereof or any activity connected therewith, nor by any right of City, under this Lease -Purchase Agreement or otherwise, whether exercised or not, to make any such inspection or approval. Nothing in this Lease shall commit any City funds to pay for any maintenance or improvements to the Aquarium, and nothing herein shall commit the credit of the City for the payment of any obligations incurred by TSA in connection with its operation of the Aquarium and the construction of the Project or any improvements to the Aquarium. 6. Aquarium Operation; Admission. TSA must operate the Aquarium in a businesslike manner at all times. TSA shall furnish and stock the Aquarium with all marine life, exhibits, artifacts, equipment and facilities consistent with a quality aquarium operation. The 3 Aquarium shall be operated by TSA for the use and benefit of the public and must be open during a reasonable portion of the daytime hours of most days of the year; provided however, that TSA may charge a fee for admission to the Aquarium Facility on a nondiscriminatory basis and TSA may fence the Aquarium Property and restrict access. TSA may adopt admission fee rate structures of the type normally adopted by public zoological institutions. 7. Revenues Generated. All funds generated by the operation of the Aquarium and/or private fund raising efforts of TSA shall be used exclusively by TSA for the benefit of programs and facilities supporting the purposes specified in TSA's mission statement or as otherwise allowed under Section 501(c)(3) of the Internal Revenue Code. TSA will use its best efforts during the term of this Lease to raise sufficient funds to fully support the Aquarium. 8. Safety. TSA must operate, inspect, and maintain adequate firefighting and safety systems on the Aquarium Property. 9. Maintenance. At all times during this Lease TSA must keep and maintain in good repair and clean and attractive condition all buildings, improvements, grounds, and personal property on the Aquarium Property, and if any improvement erected on the Aquarium Property for Aquarium purposes is damaged or destroyed, TSA, as soon as the same may be done, must repair or restore the improvement to as good condition and value as existed before such damage or destruction, unless prohibited by law. Until the termination or expiration of this Lease, TSA shall continue to maintain the buildings, improvements, grounds, and personal property in the condition required in the preceding sentence. 10. Pollution of Bay. TSA shall make reasonable efforts to ensure that no pollutant, effluent, liquid or solid waste material, fresh or salt water discharge (except salt water discharges authorized by applicable local, state and federal government permits), litter, trash, or garbage that originates from the Aquarium Property is allowed to collect in Corpus Christi Bay, Nueces Bay, or neighboring property. TSA shall be solely responsible for any pollutant, effluent, liquid or solid waste material, fresh or salt water discharge (except salt water discharges authorized by applicable local, state and federal government permits), litter, trash, or garbage that originates from the Aquarium Property. 11. Financial Statements. TSA shall keep strict and accurate books of account and shall deliver to the City's Director of Finance an annual financial statement prepared by an independent certified public accounting firm reflecting financial operations of TSA for such calendar year, no later than May 31 annually. The books of account must be available to City Manager upon request during normal business hours. 12. Transfer of Funds Regarding 1996 Certificates. TSA agrees to pay the debt service on the 1996 $4.4 million Combination Tax and Revenue Certificates of Obligation, and all monies due to the City by TSA to service such Certificates must be delivered to the City's Director of Finance 10 calendar days prior to the due dates shown on the Certificates. 13. Assignment or Sublease. TSA may not assign this Lease nor sublease the Aquarium Property, nor any part thereof, without the prior written consent of the City, except in 4 connection with a permitted leasehold mortgage as provided below. Provided, however, TSA may contract for and/or sublease concessions for the Aquarium and space rent any portion of the facilities for special events, so long as TSA maintains control over such areas and assures that their operation is consistent with this Lease. Provided, further, TSA may sublease dock space to allow tourist boat, water taxi, research and university boat access. 14. Leasehold Mortgages. TSA shall have the right to pledge its rights under this Lease in one or more successive leasehold mortgages to secure any indebtedness borrowed by TSA for the construction of the Project or any subsequent improvements by TSA during the term of this Lease. No more than two leasehold mortgages may be in effect at any time, but the term of any such leasehold mortgages can be renewed, extended and modified from time to time as required by TSA and its lenders. TSA shall provide written notice to the City of any such leasehold mortgages, the name of the lenders and addresses for notice purposes, the loan amount, and the terms of the loans prior to the creation of any such leasehold mortgages. Any such leasehold mortgagees shall be entitled to the rights and benefits as provided in this Lease for any leasehold mortgagee. 15. Sanitation. Garbage and trash must be stored on the Aquarium Property in normal containers or dumpster type containers inside a screened or appropriately landscaped area. Garbage pick-up service must be obtained by TSA on a schedule sufficient to maintain the Aquarium Property in a clean and sanitary condition. 16. Parking. Parking shall be provided pursuant to one or more leases of the adjacent parking lot subject to the covenants of the Certificates of Obligation issued for construction of the parking lot. The City and TSA agree to negotiate in good faith for the addition of the parking lot to the Aquarium Property during the term of this Lease. The City and TSA will request TxDOT to declare the property that is currently leased from TxDOT, and subleased to TSA for the parking lots, to be surplus property, appraised and conveyed by TxDOT to the City for resale by the City to TSA. 17. Nondiscrimination. TSA is and will continue to be an equal opportunity employer and hereby covenants that no employee or customer will be discriminated against because of race, creed, color, sex, disability, or national origin. 18. Inspection. City personnel may enter upon the Aquarium Property, including all improvements thereon, at all times, for purposes of any inspection, repair, fire or police action, and the enforcement of this Lease. 19. Contractor's Insurance. During this Lease, TSA shall require all contractors employed for the construction of the Project, and all other Aquarium improvements or additions, to maintain at the contractor's sole expense (and provide documentation thereof prior to commencement of construction): insurance coverage throughout the construction period in at least the following amounts: (a) commercial general liability insurance, with TSA and City listed as an Additional Insureds. Such coverage must have either a minimum liability limit of $1,000,000 5 per occurrence and $2,000,000 aggregate. Additional Insured Endorsement must be provided with Certificate of Liability Insurance (b) automobile liability insurance, with limits of $1,000,000 combined single limit ; TSA and the City shall be listed as an additional insured on the policy. (c) Workers' Compensation insurance covering all employees of TSA's contractor(s) and subcontractor(s) engaged in any work at or on the Aquarium Property, or TSA's contractor(s) and subcontractor(s) must be a "Certified Self -Insurer" as that term is defined in Chapter 401 of the Texas Labor Code, as it may be amended ("Approved Equivalent"). If an Approved Equivalent to Workers' Compensation for compensating injured employees is utilized a current copy of each contractor and subcontractor policy must be kept on file with the City Secretary's copy of this Lease, incorporated and attached as Exhibit 20. Any time such policy is revised, the newest revision becomes the attached and incorporated Exhibit 20. If Workers' Compensation insurance is provided, a certificate of insurance must be provided, together with notice of cancellation, non -renewal, or material change as set out in Section 20 herein. A waiver of subrogation shall be provided on behalf of TSA and the City; (d) builder's risk insurance written on an all risk basis with valuation at replacement cost for the full value of improvements will be required on construction projects estimated to cost more than Two Hundred Fifty Thousand Dollars ($250,000); (e) performance and payment bonds for the full value of the contract are required on projects estimated to cost more than One Hundred Thousand Dollars ($100,000). 20. Texas State Aquarium Insurance. TSA shall obtain at its own expense: (a) commercial general liability insurance, with City listed as Additional Insured. Such coverage must have minimum liability limit of $1,000,000 per occurrence and $2,000,000 aggregate. (b) automobile liability insurance, with liability limits of $1,000,000 combined single limit. The City shall be listed as and additional insured on the policy.; (c) Workers' Compensation insurance or its approved equivalent, covering all employees of TSA engaged in any work at or on the Aquarium Property. If an approved equivalent to Workers' Compensation for compensating injured employees is utilized a current copy of TSA's policy must be kept on file with the City Secretary's copy of this Lease, incorporated and attached as Exhibit 20. Any time such policy is revised, the newest revision becomes the attached and incorporated Exhibit 20. If Workers' Compensation insurance is provided, a certificate of insurance must be provided, together with notice of cancellation, non -renewal, or material change as set out in this Section 20 herein. A waiver of subrogation shall be provided; 6 (d) property insurance, throughout the term of this Operating Lease, in the amount of no less than 80% of the full replacement value of all TSA real and personal property on an "all risk basis" subject to normal and customary exclusions, however, the flood insurance requirement may be limited to the maximum available through the Federal Flood Insurance Program; provided, however, if excess flood insurance is available in the standard insurance market, TSA will provide no less than 50% of the coverage set out above. Further provided, however, that the windstorm insurance requirement may be limited to the maximum available through available markets; provided, however, if excess windstorm insurance is available in the standard insurance market, TSA will provide no less than the 80% coverage set out above. TSA shall provide City Manager with evidence of insurance coverage annually within thirty (30) days of the anniversary of each such insurance policy. Such insurance must contain a provision that it may not be canceled or materially changed or not renewed without thirty days written notice to the City Manager. If TSA fails to maintain such insurance, City may terminate this Lease, or at its option procure such insurance, in which case any monies paid by City must be repaid by TSA upon City Manager's written demand, with interest at the maximum permissible legal rate. TSA shall decide whether to repair, rebuild, or replace any damaged property. If TSA decides to repair, restore, or rebuild, it shall develop plans and specifications as appropriate, and submit them to the City Manager for approval, which approval shall not be unreasonably withheld and shall be granted or denied within thirty (30) days of any request by TSA. If TSA determines not to repair, rebuild, or replace the property, all insurance proceeds remaining after the payment of the indebtedness to any leasehold mortgagee shall be paid to the City up to but not in excess of its unpaid obligations under this Lease. Any excess insurance proceeds may be retained by TSA. Further, TSA shall have the option, but not the requirement, to participate in the City Property Insurance program when such participation is deemed beneficial to the Aquarium. Should this option be exercised, As the named insured on the property policy, TSA shall pay the City for their portion of the insurance coverage billed by the City. Property damage caused by an insurable peril above the established deductibles shall be reported to the City's Risk Management Division. The City shall submit all claims to City's Insurance Agent/Broker who will in turn, notify the necessary property insurance carriers of the damage. The City shall be responsible for the coordination of all claims with the carrier(s). In the event of a large property loss, the City, as the named insured will receive disbursement of payment from the insurance carrier(s) and then disburse accordingly. 21. Indemnity, Hold Harmless and Waiver of Subrogation. TSA agrees to indemnify, defend and hold harmless the City, its officers, employees, and agents against any and all liability, damage, loss, claims, demands, suits, and causes of action of any nature whatsoever on account of personal injuries, property loss or damage, or any other kind of damage, including all expenses of litigation, court costs, and attorney's fees, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any way connected with, TSA's 7 performance under this Lease or TSA's or any of its agents', employees', officers', or invitees' use, operation, or occupancy of the Aquarium Property or the Aquarium. TSA and City shall mutually agree to waive any rights of subrogation to each other as respects insurance claims, injuries, or property damage. TSA shall at its own expense investigate all such claims and demands, attend to their settlement or other disposition, defend all actions based thereon, and pay all charges of attorneys and all other costs and expenses of any kind arising from any such liability, damage, loss, claims, demands, and actions. 22. Access for Individuals With Disabilities. The Aquarium and all improvements thereto must be constructed to be readily accessible to individuals with disabilities and in compliance with all applicable state and federal laws. 23. Utilities. City has made sewer, water, and natural gas service available to the Aquarium Property, at standard rates offered by City for comparable users. TSA must pay for all utility services whether provided by City or another supplier. TSA will make every effort to establish itself as a utility conservation leader, particularly in the area of adaptive water re -use. 24. Compliance With Laws, Permits. In the planning, design, construction, and operation of the Aquarium and future improvements, TSA shall comply with all applicable federal, state, and local laws, ordinances, rules and regulations. All applicable permits and licensees must be obtained by TSA. City shall cooperate in obtaining permits and licenses from other agencies by applying or joining TSA in applying for such where City is a necessary party to the application. TSA shall, however, prepare all documents, information, and materials necessary to support any such application. TSA recognizes that as to City licenses or permits, City must apply its rules in an objective, uniform manner. 25. City Financial Contribution. City does not assume, and has no other responsibility whatever for, any financial obligations incurred or created by TSA or its officers, employees or agents, in connection with the planning, design, financing, construction, equipping, stocking, establishment, operation, or other activity relating to the Aquarium, and TSA shall not represent or infer otherwise to any third party. 26. Prior Agreements. The 20 -Year Lease between City and TSA, authorized by Ordinance No. 024083, adopted on June 27, 2000, and dated July 5, 2000, remains in full force and effect, except as inconsistent herewith, until the effective date of this Lease, at which time it expires automatically. All bond covenants and covenants related to the 1996 Tax and Revenue Certificates of Obligation or any other financing that was provided to TSA by City using City's credit, tax base, etc. for the Aquarium remain in full force and effect until said indebtedness is fully retired. All other prior agreements between City and TSA are of no force and effect. 27. Lease Relationship. The parties intend to create a landlord/tenant relationship, and this Lease must be construed conclusively in favor of that relationship. Nothing herein contained may be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that no provision contained herein, nor any of the acts of 8 the parties hereto, may be deemed to create any relationship between the parties herein other than that of landlord and tenant. 28. Modifications. No changes or modifications to this Lease may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. In the event any leasehold mortgages are in effect concerning this Lease - Purchase Agreement, such changes or modifications also will be subject to approval by any leasehold mortgagees. 29. Termination of Lease. Upon occurrence of any Event of Default (as defined below), the City may, at its option, in addition to any other remedy or right hereunder by law, give notice to TSA's President, and any leasehold mortgagee for which written notice has been provided to the City pursuant to the terms of this Lease, that unless such Event of Default has been cured as required herein that this Lease shall terminate upon the date specified in the notice, which date will not be earlier than sixty (60) days after the giving of such notice. Each of the following will be deemed an Event of Default: (a) failure to have in effect, at all applicable times, policies of contractor's insurance, liability insurance, workers' compensation insurance or its approved equivalent, and property insurance as required elsewhere herein; (b) intentional, knowing, or fraudulent failure to maintain strict and accurate books of account, or to furnish said books of account to City Manager for inspection, as provided elsewhere herein; (c) abandonment of the Aquarium Property; (d) failure of TSA for a period exceeding 180 days to regularly operate the Aquarium, open to the public, at least five days per week during reasonable business hours; provided, however, that there will be subtracted from such calculation of days any period during which TSA's failure is attributable to acts of God or public enemy, the elements, fire, flood, labor dispute, civil disturbance, or other similar cause beyond TSA's control, without the City Manager's prior written approval as an exception; (e) failure of TSA to correct any default in the performance or observance of any other covenant or condition of this Lease; or (f) in the event any securities issued by the City are outstanding that are conditioned upon TSA's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, written notice by the Internal Revenue Service that the exemption of the TSA from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986 has been finally revoked; provided, however, the parties agree that in the event this Lease is canceled by reason of such loss of tax exemption under such Section 501(c)(3), then, in good faith, the parties will negotiate and execute a lease or management contract which complies with the provisions of 9 the Internal Revenue Code of 1986, as amended, so that the interest on any securities issued by City to acquire the Aquarium will not be subject to federal income taxes. (g) failure to repair or replace, and dedicate a new easement if necessary, that 48 -inch storm water line that Phase II -A of the Aquarium was constructed over, upon the City Manager's written request, all as provided in Section 38 below. (h) Provided, however, that in the event curing any of the above Events of Default would reasonably require more than sixty (60) days, TSA shall have an extension of the time required to cure such Event of Default for so long as City may reasonably determine that TSA is proceeding diligently with curing such Event of Default. 30. Leasehold Mortgagee Rights in Event of Default. If notice has been provided to City of a leasehold mortgage pursuant to the provisions of this Lease and indebtedness remains secured by such leasehold mortgage, this Lease may not be terminated unless and until the City has provided a second notice of default after expiration of the time required for cure under the notice of default provided above and afforded said leasehold mortgagee an additional thirty (30) days to cure any such default in the case of any monetary default and an additional sixty (60) days to cure any such default in the case of any non -monetary default. In any event, this Lease shall not be terminated if a leasehold mortgage is in place with indebtedness outstanding unless the City has afforded said leasehold mortgagee the opportunity to assume and assign this Lease, and arrange for the assumption of this Lease by another qualified tax exempt lessee, pursuant to a foreclosure of the leasehold mortgage or such other rights as said leasehold mortgagee may have and comply with the requirements of this Lease. Such opportunity may require additional time to the notice periods provided above, and for so long as City reasonably determines that the leasehold mortgagee is diligently proceeding with curing any such Event of Default the time for curing the Event of Default shall be extended accordingly. Alternatively, the City may, at its option but without any obligation to do so, pay any remaining indebtedness secured by such leasehold mortgage and terminate this Lease immediately after providing the initial notice of the Event of Default as required above. In any event, the City is under no obligation to pay any such indebtedness, and the full faith and credit of the City is in no way obligated under the terms of this Lease. 31. City's Rights on Termination. Upon termination of this Lease as hereinabove provided, or pursuant to statute, or by summary proceedings or otherwise, City may take possession of the Aquarium Property either by summary proceedings, or by action at law or in equity, or by force, or otherwise, as City may determine, without being liable in trespass or for any damages. The foregoing rights and remedies given to the City are, and will be deemed to be, cumulative of any other rights of the City under law, and the exercise of one will not be deemed to be an election, and the failure of the City at any time to exercise any right or remedy will not be deemed to operate as a waiver of its right to exercise such right or remedy at any other future time. 32. Effect of Termination or Expiration. Upon termination or expiration of this Lease, the Aquarium Property and all buildings on the Aquarium Property shall become the property of the City; provided that, TSA shall have the right to remove all furnishings and personal property 10 placed in such buildings at TSA expense, at TSA's option, at any time until one hundred eighty days (180) days after termination or expiration of the Lease. If TSA fails to remove such fixtures and personal property within that time period, such property shall become the property of the City. Any City monies payable under this Lease which, at the time of termination or expiration, remain unspent, must be returned to or retained by City and spent by City as it sees fit. 33. Publication Costs. TSA shall pay the cost of publishing in the legal section of the local newspaper any provisions of this Lease required by the City Charter. 34. Taxes and Assessments. (a) In addition to the foregoing sums, TSA shall, as further consideration for this Lease, pay and discharge all ad valorem taxes, general and special assessments, and other charges of every description which during the term of this Lease may be levied on or assessed against the Lease Premises, including all interests therein, improvements thereto, or property thereon, whether belonging to the City or TSA or to which either of them may become liable in relation thereto. (b) Timely Payment by TSA. TSA agrees to and shall pay all the foregoing ad valorem taxes, if any, assessments and charges not less than twenty (20) days prior to the delinquency thereof, and give written notice of such to Lessor within five (5) days after such payment is made. (c) Advance by Lessor. If Lessee fails to pay any such ad valorem taxes or assessments or fails to give written notice of any payment thereof at least ten (10) days prior to the time the same becomes delinquent, the City may, at its option, at any time within or after such ten (10) day period, pay any ad valorem taxes or assessments, together with all penalties and interest which may have been added thereto. Any such amount so paid by Lessor shall become immediately due and payable by TSA to the City, together with interest thereon at the highest rate authorized by law. Any such payment which the City may make pursuant to this Section 34 shall not constitute a waiver of any rights which the City may have under the provisions of this Lease or as provided by law. (d) Tax Exemption. Notwithstanding anything to the contrary in this Section 34, the TSA and the City agree the Lease Premises are exempt from taxation in accordance with the laws of the State of Texas, and that TSA shall have the full right to administratively or judicially challenge any tax or assessment levied or attempted to be levied on the Lease Premises. Save and except to the extent it becomes necessary to pay any tax or assessment to protect the property and security interests of TSA, the City and any assignee, TSA may, in its sole discretion, elect not to pay any tax or assessment until such time as the tax or assessment is determined to be due and owing on the Lease Premises by a final judgment issued by a court of competent jurisdiction. 35. Notices. Any notices provided for under this Lease must be given in writing, to the City, by delivering or mailing the notice as follows: To the City: City Manager City Hall 11 P.O. Box 9277 Corpus Christi, Texas 78469-9277 To TSA: Texas State Aquarium Association 2710 N. Shoreline Blvd. Corpus Christi, Texas, 78402 To Leasehold Mortgagee: [Address to be provided by written notice.] The parties may from time to time designate new addresses for notice purposes by written notice pursuant to this provision. All notices will be deemed delivered on the third day after mailed by prepaid postage in U.S. mail. 36. Captions. Captions employed in this Lease are for convenience only and are not intended to and do not in any way limit or amplify the terms or provisions herein. 37. Future Additions. Both parties to this Lease recognize that improvements to the Aquarium Property may be required from time to time in order to maintain a state of business which produces adequate funds to meet the debt service requirements of this Lease. For interior construction that does not involve a structural change and for incidental exterior construction (e.g. sidewalks, open air structures) the President has the authority to undertake such improvements, subject to compliance with applicable City building codes and regulations, without prior City Manager approval. For interior construction that does involve a structural change, for exterior construction that involves changing the footprint of the existing Aquarium, or for additional structures (e.g. new phases) that are desired by TSA, plans and specifications shall be submitted by TSA to the City Manager for City Manager's approval which will not be unreasonably withheld. 38. Storm Water Line. The parties acknowledge that Phase II -A of the Aquarium facility was constructed over a 48 -inch storm water line that is the major storm drain for the south end of North Beach. The City agreed to continue to maintain the storm drain and water inlet regulator. The parties further acknowledge that parts of the Caribbean Building also may be built over the 48 -inch storm water line. If the storm water line within the Aquarium Property needs to be repaired or replaced, TSA shall pay for all costs associated with repair or replacement, including granting any additional easement needed to relocate the storm water line. The City Manager will make written demand to the President for repair or replacement of the storm water line within the Aquarium Property and set a reasonable time frame to accomplish same. Failure to repair or replace, or at least begin to repair or replace, within the time frame set out by the City Manager is grounds for City to terminate this Lease. City does not warrant the 48 -inch storm water line, and the construction by TSA of any improvements over the 48 -inch storm water line is expressly at its own risk. 39. Representations; Cooperation. TSA acknowledges and agrees that the Aquarium Property and all improvements thereon, or to be constructed thereon, are leased by City to TSA, and are accepted by TSA "AS IS", in their current condition and appearance, and without any warranties by City, expressed or implied, with respect to appearance, condition, defects, 12 habitability, fitness for any specific purpose, or the availability of access. TSA agrees that TSA is not relying and will not rely on any statement, covenant, representation, or warranty pertaining to any of the matters described in this paragraph which is not expressly set forth in this Lease. City and TSA shall cooperate to enforce all warranties and causes of action available to either party against third parties arising out of or in any way related to this Lease. 40. Options to Purchase. In consideration of the timely performance by TSA of each and all of its obligations pursuant to this Lease -Purchase Agreement, including, but not limited to, the financing, design and construction of the Project in compliance with Section 4 above, the payment of all the debt service on the 1996 $4.4 million Combination Tax and Revenue Certificates of Obligation in compliance with Section 12 above, TSA shall have the option to purchase the City's interest in this Lease and the Lease Premises, as follows: (a) Option to Purchase at Expiration of Lease Term. Upon the expiration of this Lease -Purchase Agreement and TSA having timely performed all of its obligations under this Lease -Purchase Agreement as above provided, TSA shall have the option to purchase the City's interest in this Lease and the Lease Premises for the additional sum of Ten Dollars ($10.00), provided: (i) Lessee is not in default under the Lease; (ii) Lessee gives notice to the City of its intention to exercise this option within sixty (60) days from the expiration date of this Lease, and (iii) City is provided a Special Warranty Deed, containing the provisions set forth in Section 41 below and in form and content otherwise acceptable to the City, with directions for delivery of the Special Warranty Deed by the City to TSA; and (iv) Lessee complies with all applicable laws concerning acquisition of the Lease Premises. (b) Early Option to Purchase. In consideration of the performance by TSA of all of its obligations under this Lease -Purchase Agreement and the payment to City in full of the funds required to be paid under this Lease, TSA shall have the option to purchase the Lease Premises from City upon the terms and conditions set forth in this subsection 40(b). This early option to purchase may be exercised any time after the expiration of ten (10) years from the effective date of this Lease or on an earlier date after TSA has completed the payment of the debt service required under Section 12 above, completed construction of the Caribbean Building Project as required under Section 4 above, and performed all covenants and conditions of this Lease -Purchase Agreement in a manner satisfactory to the City. TSA may exercise this option by providing at least sixty (60) days' written notice to City of its intention to exercise the option on the following terms: i. The consideration for the sale shall be the payments and performance above provided and the additional sum of $100.00, and TSA's acceptance of a covenant running with the land, as provided in Section 41 below, to continue the operation of the Aquarium Property as an aquarium and sea life park in the manner required under Section 3 above. 13 ii. Any survey, title insurance, title searches or similar closing expenses shall be at the sole cost and expense of TSA. iii. Closing of the purchase and re -acquisition of the Aquarium Property shall occur at the offices of a title company selected by TSA or at City's offices as designated in the notice of exercise of the option provided by TSA. iv. The Aquarium Property shall be conveyed by City to TSA "AS IS" in its then existing condition, subject to those matters of record as set forth in the deeds obtained by City when it acquired the Aquarium Property, without any warranties or representations of City whatsoever except for the limited warranty of title provided in the form of special warranty deed promulgated by the State Bar of Texas. v. No brokerage fees or commissions shall be due or owing to any party arising from the transaction. vi. The Aquarium Property conveyed specifically shall exclude any parking lots being leased by City from the State of Texas and subleased to TSA vii. The Lease Premises will be conveyed to TSA by the City by a Special Warranty Deed containing the provisions set forth in Section 41 below, and in form and content otherwise acceptable to the City. Upon the closing of the purchase under either of Subsection 40(a) or 40(b), this Lease shall terminate and be of no further force or effect, and the parties shall be released from all obligations hereunder; provided that, TSA shall have the continuing obligation to fund, operate and maintain the Lease Premises for the purposes set forth in this Lease, as provided in this Lease, and nothing in this section shall be construed as releasing TSA from its obligations under the deed to continue operation of an aquarium and sea life park as provided above. 41. Special Warranty Deed. Upon TSA's exercising its option to purchase in compliance with the terms and conditions of this Lease -Purchase Agreement, the City shall convey the Lease Premises to TSA by Special Warranty Deed. In addition to other terms and conditions acceptable to the City, the Special Warranty Deed shall contain and include the following provisions: (a) Right of First Refusal. If TSA shall decide to sell the above described property to a third party on established terms and conditions acceptable to TSA, TSA shall first offer the property to the City for the price and on the same terms and conditions as are offered by the third party. The City shall have ninety (90) days from the date of the offer to the City in which to accept or reject the offer. In connection with any such exercise of this right of first refusal by the City, the City shall be entitled to a credit against the purchase price equal to the $14,500,000 bond indebtedness issued by the City in connection with the initial construction of the Aquarium. This right of first refusal shall inure to the benefit of City, and the 14 City's successors, representatives, and assigns, and shall continue in full force and effect for a period of seventy-five (75) years from and after December 31, 2014, and at the expiration of that period shall be of no further force or effect. In the event that the City elects not to exercise the right of first refusal, the City shall be repaid the $14,500,000 bond indebtedness issued by the City in connection with the initial construction of the Aquarium out of the sales price. Nonetheless, the City Council may agree to subordinate this $14,500,000 repayment obligation to future specified mortgage indebtedness. (b) Subordination to Caribbean Building Mortgage Indebtedness. The obligations of TSA to reimburse the $14,500,000 bond indebtedness to the City shall be expressly subordinate to the obligations for payment of mortgage indebtedness incurred by TSA pursuant to the terms and conditions of this Lease -Purchase Agreement for the construction of the Caribbean Building Project. Such subordination shall be included in the Special Warranty Deed provided above and identify the leasehold mortgages, if any remain in effect at such time, by date and recording information. (c) Restrictive Covenant. The above described property shall be used, occupied and maintained solely as an aquarium and sea life park ("Aquarium"); provided, however, that TSA may operate food, drink, souvenir, and such other concessions as the TSA may deem consistent with, but secondary to, operation of the Aquarium, including without limitation participating in fundraising activities; and provided further that if the property is damaged by fire, storm or other event beyond TSA's control the TSA shall not be in violation of this Restrictive Covenant so long as TSA is taking such action as is necessary to finance, design, rebuild, reconstruct or repair the damages to the property in a timely manner. This restrictive covenant shall expire on December 31, 2089. (d) Utility Easements. The City shall have the right to reserve in the Special Warranty Deed utility easements as needed to accommodate public utilities maintained in areas being conveyed to TSA. (e) Storm Water Line. The obligations of TSA in Section 38 above concerning the 48 - inch storm water line shall be continued in the Special Warranty Deed unless TSA has relocated such storm water line into a new easement without any encroachments of TSA improvements. (f) Reverter Clause. If TSA violates the above and foregoing Restrictive Covenant, after the lapse of sixty (60) days' written notice and the opportunity to cure such violation the ownership and title to above described property and all improvements and fixtures thereon shall revert to the City immediately upon the City giving TSA written notice of reversion. EXECUTED in duplicate originals this authorized representatives of the parties. 15 day of , 2014, by duly Texas State Aquarium Association By: Thomas H. Schmid, President & CEO Attest: City of Corpus Christi, Texas By: By: Rebecca Huerta, City Secretary Legal form approved on By: Assistant City Attorney STATE OF TEXAS COUNTY OF NUECES Ronald L. Olson, City Manager , 2014. Acknowledgements This instrument was acknowledged before me on the 2014, by Thomas H. Schmid, as President & CEO of the Texas State Aquarium Association, a Texas non-profit corporation, on behalf of said corporation. Notary Public, State of Texas 16 STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the 2014, by Ronald L. Olson, as City Manager of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public, State of Texas Exhibit 1 Actions related to land acquisition for Aquarium: 30 year lease from Port Authority of Corpus Christi, authorized by Ordinance No. 19619 on January 27, 1987 Resolution authorizing the condemnation of 8 tracts, authorized by Resolution 20214 on February 16, 1988 Multiple Use Agreement with Texas Department of Transportation to allow parking under the SH 181 bridge adjacent to TSA Closing and abandoning N. Shoreline from Canal Street to 200 feet North of Bennett Street, portions of Canal Street, Surfside, and Bennett Streets, subject to a replat, authorized by Ordinance No. 20244, on March 15, 1988 Acquisition of Parcel 15, authorized by Resolution No. 20353 on June 21, 1988 Acquisition of Parcels 1 and 10, authorized by Motion No. M87-0215 on June 2, 1987 Acquisition of Parcel 12, authorized by Motion No. M87-0284 on August 11, 1987 Acquisition of Parcel 16, authorized by Motion No. M87-0364 on November 3, 1987 Authorizing acquisition of Parcels 2, 3, 4, 5, 6, 7, 8, 11, 15, and 16 by Condemnation by Resolution No. 19941 on August 25, 1987 Acquisition of Parcels 5 and 6, authorized by Motion No. M88-0038 on February 16, 1988 Acquisition of Parcel 7, authorized by Motion No. M88-0055 on March 15, 1988 Acquisition of Parcel 4, authorized by Motion No. M88-0066 on March 22, 1988 Acquisition of Parcels 2 and 3, authorized by Motion No. M88-0120 on May 24, 1988 Acquisition of Parcels 13 and 14, authorized by Resolution 20147 on January 5, 1988 Acquisition of Lots 3, 4, 5, and 6, Block 69, Beach Portion authorized by Resolution No. 20210 on February 16, 1988 Acquisition of Parcel 15, authorized by Resolution No. 20353 on June 21, 1988 Page 1 of 3 Acquisition of Parcel 11, authorized by Motion No. M88-0078 on April 5, 1988 Acquisition of Parcel owned by Helen Royal, authorized by Resolution No. 20346 on June 21, 1988 Actions related to parking Lot A for Aquarium: - Multiple Use Agreement with Texas Department of Transportation to allow parking under the SH 181 bridge adjacent to TSA - 5 year parking lease with TSA for parking lots A, B, C authorized by Ordinance No. 021839 on December 21, 1993 Contact between City and TSA to construct a parking lot, issue Certificates of Obligation, set out payment obligations, etc., authorized by Motion No. M89-0344 on November 28, 1989 Contract between City and Haas Construction Co. for paving streets, parking lots, bus loop, irrigation, and landscaping improvements, authorized by Resolution No. 020852 on December 19, 1989 - Actions related to financing for Aquarium - Ordinance No. 020309 authorizing Tax and Tax Increment Financing Revenue Certificates of Obligation on - Ordinance No. 020488 amending Ordinance No. 020309, which authorized Tax and TIF Revenue Certificates of Obligation, on October 4, 1988 Ordinance No. 020166 amending Re -Investment Zone No. 1 contracts with various governmental agencies to provide financing for improvements to Aquarium and the Corpus Christi Museum of Natural History on January 19, 1988 - Resolution 020169 on January 19, 1988 Ordinance No. 019674 authorized a purchase agreement and Management contract which set out duties, rights, obligations of City and TSA to construct and operate the Aquarium on June 15, 1987 Page 2 of 3 Actions related to construction in area around Aquarium: Award of construction contract for Waterfront Improvements to Garrett Construction Company, authorized by Motion No. M88-0050 on March 8, 1988. Acceptance of Waterfront Improvements by Garrett Construction Co., authorized by M88-0271 on December 20, 1988. Award a Wastewater Line Construction Project to King Isles, authorized by Motion No. M89-0071 on March 14, 1989. Award an infrastructure contract to King Isles, authorized by Motion No. M89-0226 on August 15, 1989. Award a contract to remove a leaking underground petroleum storage tank to Genesis Environmental, authorized by Motion No. M90-094 on April 10, 1990. Page 3 of 3 Exhibit A Lots A-1, A-3, B, C, & D, Texas State Aquarium Subdivision Exhibit B r' ■ ao cam. A+M! 7 si 1!LL 71. 7 1,0111RIW Sag= Erni 7.1; =-611 yM 0 1 PORT • J Oi CORPUS CHRIST! AUTRORPiT TaAS STATE AQUARIUM ASSOCIATION. INC. 2.90 ACRE LEASE �YW .•w NW' ar .0 MP 11r4 4w Pa/11 Ar - A 2 of : Exhibit 20 I. TEXAS STATE AQUARIUM (TSA) LEASE INSURANCE REQUIREMENTS A. TSA must not commence work under this agreement until it has obtained all insurance required herein and such insurance has been approved by the City. Nor may TSA allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. TSA must furnish to the City's Risk Manager 2 copies of Certificates of Insurance, with the City named as an additional insured for all liability policies, and a blanket waiver of subrogation on all applicable policies, showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day Notice of Cancellation required on all certificates Bodily Injury and Property Damage Commercial General Liability including: 1. Commercial Form 2. Premises — Operations 3. Products/Completed Operations Hazard 4. Contractual Insurance 5. Broad Form Property Damage 6. Independent Contractors 7. Personal Injury $2,000,000 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY --OWNED NON -OWNED OR RENTED $1,000,000 COMBINED SINGLE LIMIT WORKERS' COMPENSATION EMPLOYERS' LIABILITY WHICH COMPLIES WITH THE TEXAS WORKERS' COMPENSATION ACT AND PARAGRAPH II OF THIS EXHIBIT $100,000 PROPERTY INSURANCE 1. All Risk coverage to include Windstorm, Hurricane and Hail and Flood Insurance No less than 80% of full replacement cost coverage for all TSA real and personal property In the event of accidents of any kind, TSA must furnish the Risk Manager with copies of all reports of such accidents at the same time that the reports are forwarded to any other interested parties. II. ADDITIONAL REQUIREMENTS A. TSA must obtain workers' compensation coverage through a licensed insurance company or through self-insurance obtained in accordance with Texas law. If such coverage is obtained through a licensed company, the contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. If such coverage is provided through self-insurance, then within 10 calendar days after the date the Contract Administrator or his designee requests that TSA sign the contract documents, TSA must provide the Risk Manager with a copy of its certificate of authority to self -insure its workers' compensation coverage, as well as a letter signed by the TSA stating that the certificate of authority to self -insure remains in effect and is not subject to any revocation proceeding then pending before the Texas Workers' Compensation Commission. Further, if at any time before final acceptance of the Work by the City, such certificate of authority to self -insure is revoked or is made the subject of any proceeding which could result in revocation of the certificate, then TSA must immediately provide written notice of such facts to the City, by certified mail, return receipt requested directed to City of Corpus Christi, Legal Department, P.O. Box 9277, Corpus Christi, TX 78469-9277 - Attention: Contractor Administrator. Whether workers' compensation coverage is provided through a licensed insurance company or through self-insurance, the coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by TSA will be promptly met. B. Certificate of Insurance: * The City of Corpus Christi must be named as an additional insured on the liability coverage, except for the Workers' Compensation coverage and a blanket waiver of subrogation on all applicable policies. * If your insurance company uses the standard ACORD form, the cancellation clause (bottom right) must be amended by adding the wording "changed or" between "be" and "canceled", and deleting the words, "endeavor to", and deleting the wording after "left". * The name of the project must be listed under "Description of Operations" * At a minimum, a 30 -day written notice of change or cancellation is required. C. If the Certificate of Insurance on its face does not show on its face the existence of the coverage required by items 1.B (1)-(7), an authorized representative of the insurance company must include a letter specifically stating whether items 1.B. (1)-(7) are included or excluded. III. A completed Disclosure of Interest must be submitted with your proposal. AGENDA MEMORANDUM Future Item for the City Council Meeting of November 11, 2014 Action Item for the City Council Meeting of November 18, 2014 DATE: November 11, 2014 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Appointment of Financial Advisor for Utility System Revenue Bond Sale and for Utility System Revenue Refunding Bond Sale CAPTION: Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for one or more series of City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds (fixed rate and/or variable rate) in an aggregate principal amount not to exceed $115,000,000; and for one or more series of City of Corpus Christi, Texas Junior Lien Revenue Refunding Bonds in an amount not to exceed $166,240,000. PURPOSE: The City plans on issuing up to $115,000,000 of Utility System Revenue Bonds to fund utility projects outlined in Year 1 of the Fiscal Year 2015 Capital Improvement Plan and plans on refunding any callable, outstanding Utility System Revenue Bonds for savings. Currently, there is potentially over $160,000,000 of outstanding utility revenue bonds that may be considered. BACKGROUND AND FINDINGS: 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. This agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for these transactions. 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 City Manager, Deputy City Manager, Assistant City Manager for General Government and Operations Support, and Director of Financial Services. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Bond Counsel • Legal Department FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - - - - Encumbered/Expended amount of (date) - - - - This item - - - - BALANCE - - - - FUND(S): CIP Funds COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Exhibit A — Financial Advisor Fee Schedule (�. slaw. Jac. 1 NVESTMENT BANKERS FINANCIAL ADVISORY FEE SCHEDULE GENERAL OBLIGATION BONDS More than And Not 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 AGENDA MEMORANDUM First Reading for the City Council Meeting of November 11, 2014 Second Reading for the City Council Meeting of November 18, 2014 DATE: November 11, 2014 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP©cctexas.com (361) 826-3227 Authorization for the Issuance of Utility System Revenue Bonds — Fixed Rate CAPTION: Ordinance authorizing the issuance of one or more series of City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, in an aggregate principal amount, when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $115,000,000, pursuant to the delegation provisions set forth herein; 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 on a parity with certain currently outstanding Utility System Revenue Obligations; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the forms, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of each series of bonds; including the approval and distribution of one or more Official Statements pertaining thereto; authorizing the execution of one or more paying agent/registrar agreements, and one or more purchase contracts; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; establishing the City's intention to reimburse itself from the proceeds of any such series of bonds for the prior lawful expenditure of funds to construct various City improvements; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of each series of bonds; and providing an effective date. PURPOSE: The City plans on issuing up to $115,000,000 of Utility System Revenue Bonds to fund utility projects outlined in Year 1 of the Fiscal Year 2015 Capital Improvement Plan. In an effort to provide the City with the most flexibility, authorization is being requested for the issuance of both fixed rate bonds (with approval of this agenda item) and variable rate bonds (with approval of a subsequent agenda item). Consideration will be given to issuing variable rate bonds at the time of pricing, upon consultation by both the City's financial advisor and bond counsel. Interest rates on short-term variable rate debt are substantially lower than on fixed rate, which could provide the City rate pressure relief. BACKGROUND AND FINDINGS: With the beginning of the new fiscal year, it is the City's intent to fully fund the utility projects outlined in Year 1 of the Fiscal Year 2015 Capital Improvement Plan (CIP) with Utility System Revenue Bonds. Included in these bonds will be funding for capital expenditures related to the acquisition, construction, equipping, or furnishing of any project or facility related to the City's Combined Utility System. Because of the fluctuating conditions in the municipal bond market, our financial advisor has recommended that the City Council delegate to the City Manager, Deputy City Manager, Assistant City Manager for General Government and Operations Support, and the Director of Financial Services (the "Delegated Officials") the authority to effect the sale of the bonds subject to the following parameters: (1) the principal amount in total of all bonds sold may not exceed $115,000,000 and (2) none of the bonds shall bear interest at a rate greater than 6% per year. The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. In addition, this ordinance gives the City the authority to reimburse itself from bond proceeds for qualifying expenditures. In order to adhere to the time schedules to insure timely completion of the CIP projects, the City must move forward with contracts prior to the completion of the final closing on the bonds. These amounts will not exceed $115,000,000. For the City to be eligible for reimbursement of any expenditure incurred prior to the bond sale, the City must declare its intent to reimburse itself for payments made prior to the bonds being sold. This action must meet specific U. S. Treasury Regulations and requires approval by the City Council. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: Issuance of municipal obligations are exempted from the City's charter provision regarding dual reading and/or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTAL CLEARANCES: • Bond Counsel • Legal Department FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - $115,000,000 - $ 115,000,000 Encumbered/Expended amount of (date) - - - This item - $115,000,000 - $ 115,000,000 BALANCE - - - - FUND(S): CIP Funds COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance ORDINANCE NO. DRAFT 11/4/2014 AUTHORIZING THE ISSUANCE OF ONE OR MORE SERIES OF CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, IN AN AGGREGATE PRINCIPAL AMOUNT, WHEN COMBINED WITH OTHER CITY UTILITY SYSTEM REVENUE OBLIGATIONS AUTHORIZED ON THE DATE HEREOF, NOT TO EXCEED $115,000,000, PURSUANT TO THE DELEGATION PROVISIONS SET FORTH HEREIN; 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 ON A PARITY WITH CERTAIN CURRENTLY OUTSTANDING UTILITY SYSTEM REVENUE OBLIGATIONS; STIPULATING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH; PRESCRIBING THE FORMS, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF EACH SERIES OF BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF ONE OR MORE OFFICIAL STATEMENTS PERTAINING THERETO; AUTHORIZING THE EXECUTION OF ONE OR MORE PAYING AGENT/REGISTRAR AGREEMENTS, AND ONE OR MORE PURCHASE CONTRACTS; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; ESTABLISHING THE CITY'S INTENTION TO REIMBURSE ITSELF FROM THE PROCEEDS OF ANY SUCH SERIES OF BONDS FOR THE PRIOR LAWFUL EXPENDITURE OF FUNDS TO CONSTRUCT VARIOUS CITY IMPROVEMENTS; DELEGATING THE AUTHORITY TO CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF EACH SERIES OF 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 82296485.8 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 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, equipping, enlarging, 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 82296485.8 -2- WHEREAS, prior to the issuance of a series of bonds hereunder, the City may elect to initially utilize other lawfully available funds to enter into various contracts to finance some or all of the capital costs associated with the System improvements for which bonds are to be issued hereunder; and WHEREAS, the provisions of Section 1201.042, as amended, Texas Government Code (Section 1201.042) provide that the proceeds from the sale of obligations issued to finance the acquisition, construction, equipping, or furnishing of any project or facilities, such as the System improvements for which bonds are issued hereunder, may be used to reimburse the City for costs attributable to such project or facilities paid or incurred before the date of issuance of such bonds; and WHEREAS, the United States Department of Treasury (the Department) released Regulation Section 1.150-2 (the Regulations) which establishes when the proceeds of obligations are spent and therefore are no longer subject to various federal income tax restrictions contained in the Internal Revenue Code of 1986, as amended (the Code); and WHEREAS, the City intends to reimburse itself, within eighteen months from the later of the date of expenditure or the date the property financed is placed in service (but in no event more than three years after the original expenditures are paid), for the prior lawful capital expenditure of funds from the proceeds of a series of Bonds issued hereunder; and WHEREAS, under the Regulations, to fund such reimbursement with proceeds of Bonds issued hereunder, the City must declare its expectation ultimately to make such reimbursement before making the expenditures; and WHEREAS, the City Council hereby finds and determines that the reimbursement for the prior expenditure of funds of the City is not inconsistent with the City's budgetary and financial circumstances; 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, TEXAS: SECTION 1: Authorization - Designation - Principal Amount - Purpose. One or more series of revenue bonds of the City shall be and are hereby authorized to be issued, from time to time and in accordance with the limitations described in Section 2, to be designated CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS (as further designated by series) (the Bonds), under and in accordance with the terms of this ordinance adopted by the City Council (the Ordinance), for the purposes of (i) acquiring, purchasing, constructing, improving, repairing, extending, enlarging, equipping, and renovating the System and (ii) paying the costs of issuance relating thereto. 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 82296485.8 -3- 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, including, particularly the Act, the City's Home Rule Charter, and this Ordinance. SECTION 2: As authorized by Chapter 1371, the City Manager of the City, the Deputy Manager of the City, the Assistant City Manager for General Government and Operations Support, and the City's Director of Financial Services (each of the foregoing, individually, an Authorized Official) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Bonds authorized herein and carrying out the procedures specified in this Ordinance, including the: (1) Aggregate principal amount of each maturity of the Bonds; (2) Rate of interest to be borne on the principal amount of each maturity; (3) Interest payment dates; (4) Extraordinary, optional, and/or mandatory redemption provisions; (5) Pricing of each series of Bonds, including use of premium, discount, underwriters' compensation, and costs of issuance; (6) Underwriting syndicate for each series of Bonds, including the identification of the senior and book running manager and co -managers, respectively, for each such series; (7) Dated Date (defined herein); and (8) Further designation of each series of Bonds by year issued and the number of similarly -secured series of bonds issued during the then -current calendar year. Each series of Bonds issued under this Ordinance shall be issued within the following parameters: (1) The total principal amount of (i) all series of Bonds issued hereunder and (ii) all series of bonds issued under the Concurrently Approved Ordinances, shall not exceed $115,000,000; (2) The maximum maturity for any series of Bonds issued hereunder shall be July 15, 2054; (3) On a combined basis by series (and not on a per maturity basis within a series), the maximum true interest cost (as determined by federal arbitrage yield) applicable to any series of Bonds issued hereunder shall not exceed a rate greater 6.00% per annum; (4) The final series of Bonds issued hereunder must be sold not later than November 18, 2015 (though the closing of a particular series of Bonds sold in accordance 82296485.8 -4- with this provision may occur after November 18, 2015, so long as such closing period is determined by an Authorized Official to be of reasonable duration); and (5) Each series of Bonds must be sold on a negotiated basis to an underwriting syndicate selected in accordance with this Section (as provided in subpart (6) above). In addition to the foregoing, each Authorized Official is authorized to select the bond insurer and/or debt service reserve fund surety provider, if any, with respect to the Bonds. If the Authorized Official chooses to purchase a debt service reserve surety policy or similar credit facility relating to the Bonds, then the Authorized Official shall be permitted to execute an insurance or similar reimbursement agreement in substantially the form attached hereto as Exhibit D (which form is hereby approved) in connection with such purchase. The execution of an Approval Certificate relating to a series of Bonds issued hereunder 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, no series of Bonds shall be delivered unless prior to their initial delivery, such series of Bonds has 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 an Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms applicable to a series of Bonds. SECTION 3: 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 $5,000 or any integral multiple thereof, shall be lettered "R-" and numbered consecutively from One (1) upward and principal shall become due and payable on July 15 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Dated Date, or the most recent Interest Payment Date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the rates per annum in accordance with the following schedule: Stated Maturities Principal Interest (July 15) Amounts ($) Rates (%) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 82296485.8 -5- Stated Maturities Principal Interest (July 15) Amounts ($) Rates (%) 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 SECTION 4: 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 3, 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 , 20 , while the Bonds are Outstanding. The selection and appointment of, , 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. 82296485.8 -6- 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 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 5: Redemption. A. Mandatory Redemption of Bonds. The Bonds stated to mature on July 15, 20 , July 15, 20 , and July 15, 20 , respectively, are referred to herein as the "Term Bonds". 82296485.8 -7- 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: Term Bonds Stated to Mature Term Bonds Stated to Mature Term Bonds Stated to Mature Year on July 15, 20 Principal Amount ($) * *Payable at stated maturity Year on July 15, 20 on July 15, 20 Principal Amount ($) Year Principal Amount ($) 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 82296485.8 -8- 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 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 Journal), 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 6: 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. 82296485.8 -9- 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 9C, 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 9D, 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. SECTION 7: 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 82296485.8 -10- transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 28 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 8: 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 $ with principal installments to become due and payable as provided in Section 3 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 9: 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. 82296485.8 -11- REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 20 Dated Date: , 20 REGISTERED OWNER: Interest Rate: Stated Maturity: CUSIP NO: 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 year of 30 -day months; such interest being payable on January 15 and July 15 of each year commencing , 20 . 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) paying the costs of issuance relating thereto. The Bonds are authorized to be issued pursuant to the 82296485.8 -12- 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 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 stated to mature on July 15, 20 , 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: Term Bonds Stated to Mature Term Bonds Stated to Mature Term Bonds Stated to Mature on July 15, 20 on July 15, 20 on July 15, 20 Year Principal Amount ($) * *Payable at stated maturity Year Principal Amount ($) Year Principal Amount ($) 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 82296485.8 -13- 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 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, 82296485.8 -14- 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 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. 82296485.8 [The remainder of this page intentionally left blank] -15- 82296485.8 -16- 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. ATTEST: City Secretary (SEAL) 82296485.8 CITY OF CORPUS CHRISTI, TEXAS Mayor [The remainder of this page intentionally left blank.] -17- 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 (SEAL) * Bond to Printer: Not to appear on printed Bonds 82296485.8 Comptroller of Public Accounts of the State of Texas [The remainder of this page intentionally left blank] -18- Only. D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds 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: * Bond to Printer: to appear on printed Bonds 82296485.8 as Paying Agent/Registrar By: Authorized Signature [The remainder of this page intentionally left blank.] -19- 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: 82296485.8 [The remainder of this page intentionally left blank.] -20- 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 3 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 year of 30 -day months; such interest being payable on January 15 and July 15 of each year, commencing 15, 20 . 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 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. 82296485.8 -21- SECTION 10: 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 30 and 44 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 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 the 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 any 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 20 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 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 or that is included in Junior Lien Pledged 82296485.8 -22- 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 Approval Certificate shall mean a written instrument from time to time executed by an Authorized Official in accordance with Section 2 of this Ordinance. G. The term Authorized Official shall mean the City Manager of the City, the Deputy City Manager of the City, the Assistant City Manager for General Government and Operations Support, and the Director of Financial Services. H. 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. I. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 20 ", dated , 20 , authorized by this Ordinance. J. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 14 of this Ordinance. K. 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. L. The term Capital Improvements shall mean any capital extensions, improvements and betterments to the System other than Capital Additions. M. The term City shall mean the City of Corpus Christi, Texas and, where appropriate, the City Council of the City. N. The term Closing Date shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchasers. 82296485.8 -23- O. The term Concurrently Approved Ordinance shall mean the ordinance adopted by the City Council on the date hereof authorizing the issuance of one or more series of Additional Junior Lien Obligations that bear interest at a variable rate. P. 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 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. Q. 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. R. 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. S. 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. 82296485.8 -24- 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. T. 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 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. U. The term Depository shall mean an official depository bank of the City. V. 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. W. The term Federal Contract shall mean 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. 82296485.8 -25- X. 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, which period presently commences on October 1 of each year and ends on the following September 30. Y. 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 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. Z. 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. AA. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. BB. 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. CC. 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 15, 20 , while any of the Bonds remain Outstanding. DD. 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 securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations, as determined by the City Council in accordance with applicable law. 82296485.8 -26- EE. 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. FF. The term Net Revenues shall mean all Gross Revenues less Operating Expenses. GG. 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. HH. The term Ordinance shall mean this Ordinance adopted by the City Council on November 18, 2014 authorizing the issuance of the Bonds. 11. 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 32 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 28 of this Ordinance. JJ. The term Paying Agent/Registrar shall mean the financial institution specified in Section 4 of this Ordinance, or its herein -permitted successors and assigns. 82296485.8 -27- KK. The term Previously Issued Inferior Lien Obligations shall mean the Federal Contract. LL. The term Previously Issued Junior Lien Obligations shall mean, as of the Closing Date 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, "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2014A", dated, 2014, in the original principal amount of $ , (5) Upon issuance, "City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 2014B", dated , 2014, in the original principal amount of $ , (6) Upon issuance, "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 20 ", dated , 20 , in the original principal amount of $ , (7) Upon issuance, "City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 2015"; and (8) Upon issuance, the Bonds. MM. The term Previously Issued Priority Bonds shall mean, as of the Closing Date 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; 82296485.8 -28- (2) "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; (3) "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; (4) "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; (5) "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; (6) "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; (7) "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; (8) "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 (9) "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. NN. The term Previously Issued Subordinate Lien Obligations shall mean the Series 2007 Certificates of Obligation. 00. The term Priority Bonds shall mean the Previously Issued Priority Bonds, any Additional Priority Bonds hereafter issued to refund any of the foregoing 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 of the System, as determined by the City Council in accordance with any applicable law. PP. 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 82296485.8 -29- 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. QQ. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in Section 29 of this Ordinance. RR. The term Required Reserve Amount shall have the meaning given such term in Section 15 of this Ordinance. SS. The term Reserve Fund shall have the meaning given such term in Section 15 of this Ordinance. TT. The term Reserve Fund Deposits shall have the meaning given such term in Section 15 of this Ordinance. UU. 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. VV. 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 Council, 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. WW. 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 3 of this Ordinance. XX. 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. YY. 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 82296485.8 -30- 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 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. ZZ.The term System Fund shall have the meaning given such term in Section 13 of this Ordinance. SECTION 11: 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. 82296485.8 -31- SECTION 12: 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 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 82296485.8 -32- 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 13: 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. 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 Fiscal 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 14: 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 82296485.8 -33- Junior Lien Revenue Improvement Bonds 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 16 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 (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 15: 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 82296485.8 -34- 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 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 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 13, 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 82296485.8 -35- 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 (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 16: 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 82296485.8 -36- 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 13 hereof). SECTION 17: Payment of Bonds. While any of the Bonds are Outstanding, an Authorized Official 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 18: 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 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 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 82296485.8 -37- 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. 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 82296485.8 -38- 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 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 82296485.8 -39- (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. 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 82296485.8 -40- 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 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 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 82296485.8 -41- 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) of this Section and Section 21 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 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 82296485.8 -42- 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 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 82296485.8 -43- 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 13 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 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, 82296485.8 -44- 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 20 of this Ordinance shall be satisfied and the City Managers' certification required in Section 20 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: Issuance of Special Project Bonds. Nothing in this Ordinance shall be construed to deny the City the right and it shall retain the right to issue Special Project Bonds, provided, however, the City will not issue Special Project Bonds unless the City concludes, upon recommendation of the City Council, that (i) the plan for developing the Special Project is consistent with sound planning, (ii) the Special Project would not materially and adversely interfere with the operation of the System, (iii) the Special Project can be economically and efficiently operated and maintained, and (iv) the Special Project can be economically and efficiently utilized by the City to meet combined utility system requirements and the cost of such will be reasonable. SECTION 23: 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 24: 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. 82296485.8 -45- 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 25: 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 26: 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 27: 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 28: 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 82296485.8 -46- 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, 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 29: Sale of Bonds - Official Statement Approval — Approval of Purchase Contract — Use of proceeds. 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 , 20 (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 Bond(s) 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 are hereby authorized to use and distribute the final Official Statement, dated, 20 , in the reoffering, sale and delivery of the Bonds to the public. The Mayor and/or City Secretary are 82296485.8 -47- 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. 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 an original 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 the 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 Bond proceeds. This special construction account shall be established and maintained at the City's depository bank and shall be invested in accordance with the provisions of Section 18 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 14. SECTION 30: 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. 82296485.8 Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. -48- 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 (a) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (b) the Bonds and the Bonds, treated as a single issue, has the meaning set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction 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 82296485.8 -49- 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) 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 82296485.8 -50- 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 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 four 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 31: 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 82296485.8 -51- 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. SECTION 32: 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 30 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 82296485.8 -52- 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 (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 33: 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 34: 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 35: 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. 82296485.8 -53- SECTION 36: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 37: 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 38: 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 39: 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 40: 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 41: 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 42: 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 43: 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 44: Continuing Disclosure of Information. 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. 82296485.8 -54- 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 2015, financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 30 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; 82296485.8 (7) Modifications to rights of Holders of the Bonds, if material; -55- (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 82296485.8 -56- 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. 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. 82296485.8 -57- 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. SECTION 45: Book -Entry Only System. 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 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 attached hereto as Exhibit F (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 82296485.8 -58- 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 46: Declaration of Intent to Reimburse for the Prior Expenditure of Certain Expenses. This Ordinance shall serve as a declaration of intent to establish the City's reasonable, official intent under Section 1.150-2 of the Regulations and Section 1201.042 to reimburse itself from certain of the proceeds of the Bonds for any capital expenditures previously incurred (not more than 60 days prior to the date hereof) or to be incurred with respect to the Project from the City's General Fund or other lawfully available funds of the City. The City intends to issue one or more series of Bonds hereunder and, within 30 days after the date of issuance of a series Bonds, allocated the proceeds therefrom to reimburse the City for prior lawful expenditures with respect to the System improvements for which the Bonds are issued in a manner to comply with the Regulations. Any such reimbursed expenditures will be a type properly chargeable to a capital account (or would be so chargeable with a proper election) under general federal income tax principals. The City intends to otherwise comply, in addition to those matters addressed within this Ordinance, with all the requirements contained in the Regulations. With respect to the proceeds of a series of Bonds allocated to reimburse the City for prior expenditures, the City shall not employ an abusive device under Section 1.148-10 of the Regulations, including using within one year of the reimbursement allocation, the funds corresponding to the proceeds of such series of Bonds in a manner that results in the creation of "replacement proceeds", as defined in Section 1.148-1 of the Regulations, of the particular series of Bonds or another issue of tax-exempt obligations. SECTION 47: 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 82296485.8 -59- 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 48: 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 49: 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 50: 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 51: 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 52: 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 53: 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 82296485.8 -60- 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 54: Effective Date. This Ordinance shall be in force and effect from and after its final passage, and it is so resolved. 82296485.8 [The remainder of this page intentionally left blank] -61- SIGNED AND SEALED THIS 18th DAY OF NOVEMBER, 2014. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 18th DAY OF NOVEMBER, 2014: Miles Risley, City Attorney 82296485.8 S-1 THE STATE OF TEXAS COUNTY OF NUECES 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 18th day of November, 2014, authorizing the issuance of one or more series of the City's Utility System Revenue Improvement Bonds, 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 18th day of November, 2014. 82296485.8 City Secretary (CITY SEAL) S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 1 lth day of November, 2014, 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 18th day of November, 2014, 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 18th day of November, 2014. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor 82296485.8 S-3 INDEX TO SCHEDULES AND EXHIBITS Schedule I Approval Certificate Exhibit A Paying Agent/Registrar Agreement Exhibit B Purchase Contract Exhibit C Description of Annual Financial Information Exhibit D Form of Reimbursement Agreement Exhibit E DTC Letter of Representations 82296485.8 S-4 82296485.8 SCHEDULE I Approval Certificate See Tab No. Schedule I-1 82296485.8 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. A-1 82296485.8 EXHIBIT B Purchase Contract See Tab No. B-1 EXHIBIT C Description of Annual Financial Information The following information is referred to in Section 44 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. 82296485.8 C-1 82296485.8 EXHIBIT D Form of Reimbursement Agreement D-1 82296485.8 EXHIBIT E DTC Letter of Representations See Tab No. E-1 AGENDA MEMORANDUM First Reading for the City Council Meeting of November 11, 2014 Second Reading for the City Council Meeting of November 18, 2014 DATE: November 11, 2014 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Authorization for the Issuance of Utility System Revenue Bonds — Variable Rate CAPTION: Ordinance authorizing the issuance of one or more series of City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, in an aggregate principal amount, when combined with other City Utility System Revenue Obligations authorized on the date hereof, not to exceed $115,000,000, pursuant to the delegation provisions set forth herein; 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 on a parity with certain currently outstanding Utility System Revenue Obligations; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the forms, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of each series of bonds; including the approval and distribution of one or more Official Statements pertaining thereto; authorizing the execution of one or more paying agent/registrar agreements, and one or more remarketing agreements, one or more tender agent agreements, and one or more purchase contracts; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; establishing the City's intention to reimburse itself from the proceeds of any such series of bonds for the prior lawful expenditure of funds to construct various City improvements; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of each series of bonds; and providing an effective date. PURPOSE: The City plans on issuing up to $115,000,000 of Utility System Revenue Bonds to fund utility projects outlined in Year 1 of the Fiscal Year 2015 Capital Improvement Plan. In an effort to provide the City with the most flexibility, authorization is being requested for the issuance of both fixed rate bonds (with approval of a prior agenda item) and variable rate bonds (with approval of this agenda item). Consideration will be given to issuing variable rate bonds at the time of pricing, upon consultation by both the City's financial advisor and bond counsel. Interest rates on short-term variable rate debt are substantially lower than on fixed rate, which could provide the City rate pressure relief. BACKGROUND AND FINDINGS: With the beginning of the new fiscal year, it is the City's intent to fully fund the utility projects outlined in Year 1 of the Fiscal Year 2015 Capital Improvement Plan (CIP) with Utility System Revenue Bonds. Included in these bonds will be funding for capital expenditures related to the acquisition, construction, equipping, or furnishing of any project or facility related to the City's Combined Utility System. Because of the fluctuating conditions in the municipal bond market, our financial advisor has recommended that the City Council delegate to the City Manager, Deputy City Manager, Assistant City Manager for General Government and Operations Support, and the Director of Financial Services (the "Delegated Officials") the authority to effect the sale of the bonds subject to the following parameters: (1) the principal amount in total of all bonds sold may not exceed $115,000,000 and (2) none of the bonds shall bear interest at a rate greater than 6% per year. The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. In addition, this ordinance gives the City the authority to reimburse itself from bond proceeds for qualifying expenditures. In order to adhere to the time schedules to insure timely completion of the CIP projects, the City must move forward with contracts prior to the completion of the final closing on the bonds. These amounts will not exceed $115,000,000. For the City to be eligible for reimbursement of any expenditure incurred prior to the bond sale, the City must declare its intent to reimburse itself for payments made prior to the bonds being sold. This action must meet specific U. S. Treasury Regulations and requires approval by the City Council. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: Issuance of municipal obligations are exempted from the City's charter provision regarding dual reading and/or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTAL CLEARANCES: • Bond Counsel • Legal Department FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - $115,000,000 - $ 115,000,000 Encumbered/Expended amount of (date) - - - This item - $115,000,000 - $ 115,000,000 BALANCE - - - - FUND(S): CIP Funds COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance DRAFT OF 11/4/2014 CITY OF CORPUS CHRISTI, TEXAS ORDINANCE NO. 2014 -11 -11 - Adopted November 18, 2014 Authorizing: Not to Exceed $115,000,000 CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM VARIABLE RATE JUNIOR LIEN REVENUE IMPROVEMENT BONDS 82297305.6 TABLE OF CONTENTS ARTICLE I DEFINITIONS 3 SECTION L1. Definitions 3 ARTICLE II THE BONDS 19 SECTION 2.1. Authorization 19 SECTION 2.2. Terms 21 SECTION 2.3. Payment of Bonds; Paying Agent/Registrar; Calculation Agent 37 SECTION 2.4. Redemption 40 SECTION 2.5. Purchase of Bonds 44 SECTION 2.6. Book -Entry -Only System 53 SECTION 2.7. Execution; Registration; Transfer; and Exchange 54 SECTION 2.8. Initial Bonds 55 SECTION 2.9. Bonds Are Negotiable Instruments 56 SECTION 2.10. Cancellation 56 SECTION 2.11. Mutilated, Destroyed, Lost, and Stolen Bonds 56 SECTION 2.12. Sale of Bonds; Official Statement Approval; Approval of Purchase Contract 57 SECTION 2.13. Application of Bond Proceeds 58 SECTION 2.14. Control and Custody of Bonds 58 ARTICLE III FORMS OF BONDS 59 SECTION 3.1. Forms Generally 59 SECTION 3.2. Form of Definitive Bond 60 SECTION 3.3. Form of Registration Certificate of Comptroller of Public Accounts 63 SECTION 3.4. Form of Certificate of Paying Agent/Registrar 64 SECTION 3.5. Form of Assignment 64 SECTION 3.6. Form of Notice of Demand Privilege, Mandatory Tender, and Liquidity Support 65 ARTICLE IV SECURITY AND LIQUIDITY 68 SECTION 4.1. Liquidity Facility 68 SECTION 4.2. Credit Enhancement 70 SECTION 4.3. Pledge of Junior Lien Pledged Revenues 74 SECTION 4.4. Satisfaction of Obligation of City 74 ARTICLE V SYSTEM FUNDS AND ACCOUNTS 75 SECTION 5.1. System Fund 75 SECTION 5.2. Bond Fund; Excess Bond Proceeds 76 SECTION 5.3. Reserve Fund 77 SECTION 5.4. Deficiencies; Excess Net Revenues 79 SECTION 5.5. Payment of Bonds 80 -i- TABLE OF CONTENTS (continued) SECTION 5.6. Investments 80 ARTICLE VI COVENANTS 80 SECTION 6.1. SECTION 6.2. SECTION 6.3. SECTION 6.4. SECTION 6.5. SECTION 6.6. SECTION 6.7. SECTION 6.8. SECTION 6.9. Application of the Covenants and Agreements of the Priority Bonds 80 Issuance of Additional Priority Bonds, Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional Inferior Lien Obligations 81 Refunding Bonds 85 Rates and Charges 85 Security of Funds 86 General Covenants 86 Remedies in Event of Default 90 Covenants to Maintain Tax -Exempt Status 90 Continuing Disclosure Undertaking 94 ARTICLE VII MISCELLANEOUS 98 SECTION 7.1. SECTION 7.2. SECTION 7.3. SECTION 7.4. SECTION 7.5. SECTION 7.6. SECTION 7.7. SECTION 7.8. SECTION 7.9. SECTION 7.10. SECTION 7.11. SECTION 7.12. SECTION 7.13. SECTION 7.14. SECTION 7.15. SECTION 7.16. SECTION 7.17. SECTION 7.18. SECTION 7.19. SECTION 7.20. SECTION 7.21. Ordinance a Contract; Amendments 98 Opinion 98 CUSIP Numbers 99 Notices 99 Effect of Headings 100 Benefits of Ordinance 100 Inconsistent Provisions 101 Governing Law 101 Severability 101 Incorporation of Preamble Recitals 101 Public Meeting 101 Authorization of Paying Agent/Registrar Agreement 101 No Recourse Against City Officials 102 Further Action 102 Declaration of Intent to Reimburse for the Prior Expenditure of Certain Expenses 102 Further Procedures 102 Unavailability of Authorized Publication 103 No Recourse Against City Officials 103 Automatic Budget Amendments to Reflect Final Debt Service Payments 103 Covenant to Not Issue New Money Additional Priority Bonds 103 Covenants of Compliance 104 TABLE OF CONTENTS (continued) SECTION 7.22. Construction of Terms 104 SECTION 7.23. Effective Date 104 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 AUTHORIZING THE ISSUANCE OF ONE OR MORE SERIES OF CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM VARIABLE RATE JUNIOR LIEN REVENUE IMPROVEMENT BONDS, IN AN AGGREGATE PRINCIPAL AMOUNT, WHEN COMBINED WITH OTHER CITY UTILITY SYSTEM REVENUE OBLIGATIONS AUTHORIZED ON THE DATE HEREOF, NOT TO EXCEED $115,000,000, PURSUANT TO THE DELEGATION PROVISIONS SET FORTH HEREIN; 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 ON A PARITY WITH CERTAIN CURRENTLY OUTSTANDING UTILITY SYSTEM REVENUE OBLIGATIONS; STIPULATING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH; PRESCRIBING THE FORMS, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF EACH SERIES OF BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF ONE OR MORE OFFICIAL STATEMENTS PERTAINING THERETO; AUTHORIZING THE EXECUTION OF ONE OR MORE PAYING AGENT/REGISTRAR AGREEMENTS, ONE OR MORE REMARKETING AGREEMENTS, ONE OR MORE TENDER AGENT AGREEMENTS, AND ONE OR MORE PURCHASE CONTRACTS; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; ESTABLISHING THE CITY'S INTENTION TO REIMBURSE ITSELF FROM THE PROCEEDS OF ANY SUCH SERIES OF BONDS FOR THE PRIOR LAWFUL EXPENDITURE OF FUNDS TO CONSTRUCT VARIOUS CITY IMPROVEMENTS; DELEGATING THE AUTHORITY TO CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF EACH SERIES OF 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 82297305.6 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 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 82297305.6 -2- WHEREAS, the City intends to reimburse itself, within eighteen months from the later of the date of expenditure or the date the property financed is placed in service (but in no event more than three years after the original expenditures are paid), for the prior lawful capital expenditure of funds from the proceeds of a series of Bonds issued hereunder; and WHEREAS, under the Regulations, to fund such reimbursement with proceeds of Bonds issued hereunder, the City must declare its expectation ultimately to make such reimbursement before making the expenditures; and WHEREAS, the City Council hereby finds and determines that the reimbursement for the prior expenditure of funds of the City is not inconsistent with the City's budgetary and financial circumstances; 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, TEXAS: ARTICLE I DEFINITIONS SECTION 1.1. 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 (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 82297305.6 -3- 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. Additional Junior Lien Obligations means (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. 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 (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 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. 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)(ii) 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. 82297305.6 -4- Approval Certificate means a written instrument from time to time executed by an Authorized Official in accordance with Article IL Authorized Officials means any of the City Manager of the City, the Deputy City Manager of the City, the Assistant City Manager for General Government & Operations Support, 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 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. JC, 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. 82297305.6 -5- 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 20 , dated , 20 , 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. Closing Date means the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchasers. 82297305.6 -6- 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. Concurrently Approved Ordinance shall mean the ordinance adopted by the City Council on the date hereof authorizing the issuance of one or more series of Additional Junior Lien Obligations that bear interest at a fixed rate. 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. 82297305.6 -7- 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. 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 (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 82297305.6 -8- 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. 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. 82297305.6 -9- 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 (S) 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. 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. 82297305.6 -10- 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 (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 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. 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. JC 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) % 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 82297305.6 -11- 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. 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 82297305.6 -12- 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 (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; 82297305.6 -13- (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, "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2014A", dated , 2014, in the original principal amount of $ , (5) Upon issuance, "City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 2014B", dated , 2014, in the original principal amount of $ , (6) Upon issuance, the "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 20 ", dated , 20 , in the original principal amount of $ , (7) Upon issuance, "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2015"; and (8) Upon issuance, the Bonds. Previously Issued Priority Bonds means, 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 Bonds, Series 2005", dated January 1, 2005, in the original principal amount of $70,390,000; (3) "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; (4) "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; (5) "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; (6) "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; 82297305.6 -14- (7) "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; (8) "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 (9) "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. 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. 82297305.6 -15- Rate Adjustment Date for any Bond or portion thereof means (i) 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. 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 of Corpus Christi 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. 82297305.6 -16- [Series 2015 Fixed Rate Bonds means the "City of Corpus Christi Utility System Junior Lien Revenue Improvement Bonds, Series 2015" issued by the City concurrently with its issuance of the Bonds but pursuant to a separate City ordinance adopted on November 18, 2014, in an aggregate principal amount (when combined with the principal amount of the Bonds) not to exceed $115,000,000.] 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. 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 82297305.6 -17- 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 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. 82297305.6 -18- Tender Agent shall mean, initially, , 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 November 18, 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 (5) 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. ARTICLE II THE BONDS SECTION 2.1. Authorization. One or more series of 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 (as further designated by series) (the Bonds), pursuant to 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 issuance relating thereto. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged 82297305.6 -19- 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 interest payment dates, 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 pricing of each series of Bonds, including use of premium, discount, underwriters' compensation, and costs of issuance, the Dated Date therefor, the further designation of each series of Bonds by year issued and the number of similarly -secured series of bonds issued during the then -current 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 an Approval Certificate attached hereto as Schedule I evidencing the final terms of each series of Bonds and the sale date of each series of Bonds to the Purchasers. The total principal amount of (i) all series of Bonds issued hereunder and (ii) all series of bonds issued under the Concurrently Approved Ordinances, shall not exceed $115,000,000; the maximum maturity of the Bonds will be July 15, 2054; (i) 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 6.00%; the final series of Bonds issued hereunder must be sold not later than November 18, 2015 (though the closing of a particular series of Bonds sold in accordance with this provision may occur after November 18, 2015, so long as such closing period is determined by an Authorized Official to be of reasonable duration); and each series of Bonds must be sold on a negotiated basis to an underwriting syndicate selected in accordance with this Section. If the Authorized Official chooses to purchase a debt service reserve surety policy or similar credit facility relating to the Bonds, then the Authorized Official shall be permitted to execute an insurance or similar reimbursement agreement in substantially the form attached hereto as Exhibit G (which form is hereby approved) in connection with such purchase. It is further provided, however, that 82297305.6 -20- notwithstanding the foregoing provisions, the Bonds shall not be delivered unless prior to delivery, any such series of Bonds shall 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 each series of Bonds, as evidenced in the Approval Certificate. 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 , 2015) 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 of Bond set forth 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 * Bracketed phrase may be omitted from any Bond authenticated on or after the first day of the Fixed Mode for such Bond. 82297305.6 -21- 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 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 (i) 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, (i) 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 82297305.6 -22- 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 (i) 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. "(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 (i) 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 (i) the Maximum Rate per annum, (ii) if there then exists a Liquidity Facility relating to 82297305.6 -23- 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. "(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 (i) 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. 82297305.6 -24- "(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 (i) 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 (i) 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 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 (i) Maximum 82297305.6 -25- 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 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 (i) 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. "(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 82297305.6 -26- 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; 82297305.6 -27- "(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 (I) the corporate trust office of the Paying Agent/Registrar for the Bonds or, (II) if and while a Credit Facility referred to in the Ordinance is at any time in force and in effect, the 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 , 2015) 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 82297305.6 -28- 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. 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 82297305.6 -29- 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 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 6) 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 82297305.6 -30- 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 (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 4.1C, 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 2.5A(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 82297305.6 -3 1 - 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 (i) 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 2.5A(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. (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 82297305.6 -32- 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 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 (i) 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 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. 82297305.6 -33- (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 82297305.6 -34- 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, 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 1 00% 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 82297305.6 -35- 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), facsimile or other form of electronic notice to the City, and the Paying 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 82297305.6 -36- 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 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, , 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 A 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. JC and, such Liquidity Facility does not provide for the automatic 82297305.6 -37- 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 (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, 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. 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 (i) 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 82297305.6 -38- 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 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 82297305.6 -39- 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 1 00% 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 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): 82297305.6 -40- (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 Stated Maturity 82297305.6 -41- Principal Amounts ($) Years of Principal Stated Maturity Amounts ($) 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 82297305.6 -42- 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 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 (i) 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 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 82297305.6 -43- at the option of the City (i) 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] 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 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 82297305.6 -44- 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, 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: 82297305.6 (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 -45- the Bonds, (i) 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. IB(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 (i) 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 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 82297305.6 -46- 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. JA, 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 Improvement Bonds, Series 20 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 82297305.6 -47- 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 4.1C and at such time in force and effect pursuant to Section 4.1A, 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 82297305.6 -48- Date or upon any earlier payment of the Purchase 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 2.5, 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 82297305.6 -49- 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 2.5A(3)(b). 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 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 (i) 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. 82297305.6 -50- G. Remarketing Agent. The City hereby appoints to serve as the initial Remarketing Agent and authorizes the execution of the Remarketing Agreement, dated as of November 18, 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. 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. 82297305.6 -51- 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. , 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. 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 82297305.6 -52- 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 (i) 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 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 82297305.6 -53- 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 82297305.6 -54- 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. 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 , 20 (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 82297305.6 -55- 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. 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 82297305.6 -56- 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 , as 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) 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 , 2015) and concluding on the day immediately preceding the Business Day occurring on or immediately after July , 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 (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 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 , 2015, 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 82297305.6 -57- 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 an 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 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. 82297305.6 -58- 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. 82297305.6 -59- SECTION 3.2. Form of Definitive Bond. REGISTERED AMOUNT NO. REGISTERED 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 20 Interest Rate: Bond Date: Stated Maturity: CUSIP No. , 20 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 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 [or 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. * 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. 82297305.6 -60- 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 20 " 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 (i) acquiring, purchasing, constructing, improving, repairing, extending, enlarging, equipping, and renovating the System and (ii) paying the costs of issuance relating thereto. 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 paragraph(s) from Section 2 relating to the redemption of Bonds.] 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 82297305.6 -61- 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 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 (i) 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. 82297305.6 [Signature page follows] -62- 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 (SEAL) 82297305.6 -63- Comptroller of Public Accounts of the State of Texas 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: SECTION 3.5. Foran of Assignment. Paying Agent/Registrar , as By: Authorized Signature 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: Signature guaranteed: 82297305.6 -64- 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. 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. 82297305.6 -65- 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 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 (i) the Liquidity Facility referred to below shall expire or (ii) 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 82297305.6 -66- 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 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 (i) 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.*] 82297305.6 -67- *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 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 (i) 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 82297305.6 -68- 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, 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 (i) 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 82297305.6 -69- 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. 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 82297305.6 -70- 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. Third 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 pubfinstructured@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. 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 82297305.6 -71- 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. I. 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 (i) 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(5) of this Section 4.2 or otherwise canceled, terminated, amended, or modified unless the Liquidity Facility shall also be released pursuant to Section 4.18(4) or (5) 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(5) of this Section 4.2. 82297305.6 -72- 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 (i) 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 82297305.6 -73- 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 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 (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, 82297305.6 -74- 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. 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. 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 82297305.6 -75- 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. 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 82297305.6 -76- 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 (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 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 82297305.6 -77- 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 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 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 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 82297305.6 -78- 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 (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 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 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 82297305.6 -79- 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 82297305.6 -80- 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 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 (i) that the City is not then in default as to any covenant, obligation or agreement contained in any ordinance or other proceeding relating to any obligations of the City payable from and secured by a lien on and pledge of the 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 82297305.6 -81- 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 6.5 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. (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, 82297305.6 -82- 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 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 82297305.6 -83- 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 5.1 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 Revenues, respectively, but senior and superior to the lien there on and pledge thereof securing 82297305.6 -84- 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 6.2 of this Ordinance shall be satisfied and the City Managers' certification required in Section 6.2 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: 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; 82297305.6 -85- 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. SECTION 6.6. General Covenants. The City further covenants and agrees that in accordance with and to the extent required or permitted by law: 82297305.6 -86- 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 82297305.6 -87- 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 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 82297305.6 -88- 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. 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. 82297305.6 -89- 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. An Engineer 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 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: 82297305.6 -90- 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. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds, being the combined yield of the Bonds and the 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. 82297305.6 -91- 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. 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. 82297305.6 -92- 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 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) 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 82297305.6 -93- 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 N. , 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. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: 82297305.6 -94- 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 2015, 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 (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 82297305.6 -95- 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; (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. 82297305.6 -96- 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. 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. 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 82297305.6 -97- 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. 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 82297305.6 -98- Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City's Secretary, is hereby approved and authorized. SECTION 7.3. 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 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. 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 4.18(2) or (4), or the acceptance of any Credit Facility or Liquidity Facility pursuant to Section 4.2K or 4.1C, is to occur, such notice to be mailed at least 10 Business Days prior to such date, 82297305.6 -99- (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. 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 82297305.6 -100- 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 6.1 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. SECTION 7.12. 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. 82297305.6 -101- 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. Declaration of Intent to Reimburse for the Prior Expenditure of Certain Expenses This Ordinance shall serve as a declaration of intent to establish the City's reasonable, official intent under Section 1.150-2 of the Regulations and Section 1201.042 to reimburse itself from certain of the proceeds of the Bonds for any capital expenditures previously incurred (not more than 60 days prior to the date hereof) or to be incurred with respect to System improvements paid for from the City's General Fund or other lawfully available funds of the City. The City intends to issue one or more series of Bonds hereunder and, within 30 days after the date of issuance of a series Bonds, allocated the proceeds therefrom to reimburse the City for prior lawful expenditures with respect to the System improvements for which the Bonds are issued in a manner to comply with the Regulations. Any such reimbursed expenditures will be a type properly chargeable to a capital account (or would be so chargeable with a proper election) under general federal income tax principals. The City intends to otherwise comply, in addition to those matters addressed within this Ordinance, with all the requirements contained in the Regulations. With respect to the proceeds of a series of Bonds allocated to reimburse the City for prior expenditures, the City shall not employ an abusive device under Section 1.148-10 of the Regulations, including using within one year of the reimbursement allocation, the funds corresponding to the proceeds of such series of Bonds in a manner that results in the creation of "replacement proceeds", as defined in Section 1.148-1 of the Regulations, of the particular series of Bonds or another issue of tax-exempt obligations. SECTION 7.16. 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 82297305.6 -102- 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 7.17. 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 7.18. 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 7.19. 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 7.20. 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. 82297305.6 -103- SECTION 7.21. 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 7.22. 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 7.23. Effective Date. This Ordinance shall be in force and effect from and after its final passage, and it is so resolved. 82297305.6 [The remainder of this page intentionally left blank] -104- PASSED AND ADOPTED ON THE 18th DAY OF NOVEMBER, 2014. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 18th DAY OF NOVEMBER, 2014: Miles Risley, City Attorney 82297305.6 S-1 THE STATE OF TEXAS COUNTY OF NUECES 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 18th day of November, 2014, authorizing the issuance of one or more series of the City's Utility System Variable Rate Junior Lien Revenue Improvement Bonds, as further designated by series, 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 18th DAY OF NOVEMBER, 2014. 82297305.6 CITY SECRETARY (CITY SEAL) S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 11th day of November, 2014, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Rioj as Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the 18th day of November, 2014, 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 18th day of November, 2014. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor 82297305.6 S-3 82297305.6 SCHEDULE I Approval Certificate See Tab No. Schedule -I-1 82297305.6 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. A-1 82297305.6 EXHIBIT B Tender Agent Agreement See Tab No. B-1 82297305.6 EXHIBIT C Purchase Contract See Tab No. C-1 82297305.6 EXHIBIT D DTC Letter of Representations See Tab No. 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. 82297305.6 E-1 82297305.6 EXHIBIT F Remarketing Agreement See Tab No. F-1 82297305.6 EXHIBIT G Form of Reimbursement Agreement G-1 AGENDA MEMORANDUM First Reading for the City Council Meeting of November 11, 2014 Second Reading for the City Council Meeting of November 18, 2014 DATE: November 11, 2014 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Authorization for the Issuance of Utility System Revenue Refunding Bonds CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2015, in an amount not to exceed $166,240,000; 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 on a parity with certain currently outstanding utility system revenue obligations; stipulating the terms and conditions for the issuance of additional Revenue Bonds on a parity therewith; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the Bonds, including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement; an escrow 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 certain members of the City staff to execute certain documents relating to the sale of the bonds, and providing an effective date. PURPOSE: The City plans on refunding any callable, outstanding Utility System Revenue Bonds for savings. BACKGROUND AND FINDINGS: The City plans on refunding any callable, outstanding Utility System Revenue Bonds for savings. This currently equates to $166,240,000. If all eligible outstanding bonds are refunded at today's interest rate, a net present value savings of $5,081,872 or 8.82% would be realized. The actual amount to be refunded, however, will be determined at the time of pricing. Because of the fluctuating conditions in the municipal bond market, our financial advisor has recommended that the City Council delegate to the City Manager, Deputy City Manager, Assistant City Manager for General Government and Operations Support, and the Director of Financial Services (the "Delegated Officials") the authority to effect the sale of the bonds subject to the following parameters: (1) the principal amount in total of all bonds sold may not exceed $166,240,000 and (2) none of the bonds shall bear interest at a rate greater than 6% per year. The $166,240,000 represents the principal amount of all Utility System Revenue bonds currently outstanding that are eligible to be refunded. The actual amount that will be refunded will be determined at the time of pricing. Also, the City's bond counsel has confirmed that the City can delegate the sale of the bonds to the Delegated Officials 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: Issuance of municipal obligations are exempted from the City's charter provision regarding dual reading and/or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTAL CLEARANCES: • Bond Counsel • Legal Department FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - - - - Encumbered/Expended amount of (date) - - - - This item - - - - BALANCE - - - - FUND(S): CIP Funds COMMENTS: The amount of the refunding will be known at the time of pricing. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance ORDINANCE NO. DRAFT 11/4/2014 AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2015" IN AN AMOUNT NOT TO EXCEED $166,240,000; 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 ON A PARITY WITH CERTAIN CURRENTLY OUTSTANDING UTILITY SYSTEM REVENUE OBLIGATIONS; STIPULATING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT, AN ESCROW 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 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 82296566.7 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 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, there are currently outstanding obligations in the aggregate principal amount of at least $ , being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance (the Refunded Obligations); and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code, as amended (Chapter 1207), the City Council is authorized to issue revenue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with the Act, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 requires that the deposit of the proceeds from the sale of the revenue refunding bonds be deposited directly with any designated escrow agent for the Refunded Obligations that is not the depository bank of the City; and WHEREAS,, , which is not a depository bank of the City, is appointed and will serve as the Paying Agent/Registrar (hereinafter defined) and Escrow Agent (hereinafter defined) for the revenue refunding bonds; and WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) years from the date of the Bonds herein authorized and such refunding will result in a net present 82296566.7 -2- value saving of approximately $ to the City and a gross savings of $ , including the cash contribution of $ , WHEREAS, the revenue refunding bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including the Act (defined herein), and the terms of this Ordinance (as hereinafter defined), for the purposes set forth in this Ordinance; and now therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1: Authorization - Designation - Principal Amount - Purpose. Revenue refunding 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 REFUNDING BONDS, SERIES 2015 (the Bonds), pursuant to this ordinance adopted by the City Council (the Ordinance) for the purpose of (i) discharging and making final payment of the Refunded Obligations, and (ii) paying the costs of issuance relating thereto. 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, including, particularly, Chapter 1207 and Chapter 1371, as amended, Texas Government Code (Chapter 1371 and, together with Chapter 1207, the Act). As authorized by the Act, 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 (referenced to and defined herein as the Purchasers), the redemption provisions therefor, the rate of interest to be borne on the principal amount of each such maturity, the identification of an underwriter or underwriting syndicate for the Bonds, and selection from the Refunding Candidates (defined herein) of the Refunded Obligations to be refunded from the proceeds of the Bonds. Each Authorized Official, acting for and on behalf of the City, is authorized to execute the Approval Certificate (defined herein) attached hereto as Schedule I. The Bonds shall be issued in the principal amount not to exceed $166,240,000; the maximum maturity of the Bonds will be July 15, 2039, the refunding will result in a net present value savings of at least 3.00%, and the true interest rate (federal arbitrage yield) shall not exceed a rate greater than 6.00% per annum calculated in a manner consistent with the provisions of Chapter 1204, as amended, Texas Government Code. Lastly, each Authorized Official is authorized to select the bond insurer and/or debt service reserve fund surety provider, if any, with respect to the Bonds. If the Authorized Official chooses to purchase a debt service reserve surety policy or similar credit facility relating to the Bonds, then the Authorized Official shall be permitted to execute an insurance or similar reimbursement agreement in substantially the form attached hereto as 82296566.7 -3- Exhibit F (which form is hereby approved) in connection with such purchase. The execution of an Approval Certificate relating to the Bonds issued hereunder 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, no Bonds shall be delivered unless prior to their initial delivery unless 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 , 2015 (the Dated Date); shall be in denominations of $5,000 or any integral multiple thereof, shall be lettered "R-" and numbered consecutively from One (1) upward and principal shall become due and payable on July 15 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Dated Date, or the most recent Interest Payment Date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the rates per annum in accordance with the following schedule: Stated Maturities Principal Interest (July 15) Amounts ($) Rates (%) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 82296566.7 -4- Stated Maturities Principal Interest (July 15) Amounts ($) Rates (%) 2036 2037 2038 2039 2040 2041 2042 2043 2044 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 , 20 , while the Bonds are Outstanding. The selection and appointment of, , , 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 82296566.7 -5- 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 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 , 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 82296566.7 -6- 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 Mature Term Bonds Stated to Mature Term Bonds Stated to Mature Year on July 15, 20 Principal Amount ($) * Year on July 15, 20 on July 15, 20 Principal Amount ($) Year Principal Amount ($) *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 82296566.7 -7- 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 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 Journal), 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 82296566.7 -8- 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 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 27 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. 82296566.7 -9- 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 $ 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. $ 82296566.7 -10- United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 20 Dated Date: , 20 REGISTERED OWNER: Interest Rate: Stated Maturity: CUSIP NO: 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 year of 30 -day months; such interest being payable on January 15 and July 15 of each year commencing 15, 20 . 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) discharging and making final payment of the Refunded Obligations, and (ii) paying the costs of issuance relating thereto, all in conformity with the laws of the State of Texas, particularly the City's Home Rule Charter and the Act, and the Ordinance. 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 82296566.7 -11- 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 stated to mature on July 15, 20 , 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: Term Bonds Stated to Mature Term Bonds Stated to Mature Term Bonds Stated to Mature on July 15, 20 on July 15, 20 on July 15, 20 Year Principal Amount ($) * *Payable at stated maturity Year Principal Amount ($) Year Principal Amount ($) 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. 82296566.7 -12- 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 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 82296566.7 -13- 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 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. 82296566.7 [The remainder of this page intentionally left blank] -14- 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 ATTEST: City Secretary (SEAL) [The remainder of this page intentionally left blank.] 82296566.7 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 [The remainder of this page intentionally left blank] 82296566.7 Only. D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds 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: * Bond to Printer: to appear on printed Bonds E. Form of Assignment. Agent/Registrar , as Paying By: Authorized Signature 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: 82296566.7 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 year of 30 -day months; such interest being payable on January 15 and July 15 of each year, commencing 15, 20 . 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 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. 82296566.7 -18- 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 32 and 46 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 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 the 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 any 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 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 or that is included in Junior Lien Pledged 82296566.7 -19- 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 Approval Certificate shall mean a written instrument from time to time executed by an Authorized Official in accordance with Section 1 of this Ordinance. G. The term Authorized Official shall mean the City Manager of the City, the Deputy City Manager of the City, the Assistant City Manager for General Government and Operations Support, and the Director of Financial Services. H. 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. I. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 20 ", dated , 20 , authorized by this Ordinance. J. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 13 of this Ordinance. K. 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. L. The term Capital Improvements shall mean any capital extensions, improvements and betterments to the System other than Capital Additions. M. The term City shall mean the City of Corpus Christi, Texas and, where appropriate, the City Council of the City. N. The term Closing Date shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchasers. 82296566.7 -20- 0. [The term Concurrently Issued Bonds shall mean the "City of Corpus Christi, Texas Utility System Junior Lien Revenue , Series 20 " issued by the City concurrently with its issuance of the Bonds but pursuant to a separate City ordinance adopted on November 18, 2014.] P. 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 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. Q. 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. R. 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. S. 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) 82296566.7 -21- 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. T. 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 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. U. The term Depository shall mean an official depository bank of the City. V. 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. W. The term Federal Contract shall mean 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. 82296566.7 -22- X. 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, which period presently commences on October 1 of each year and ends on the following September 30. Y. 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 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. Z. 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. AA. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. BB. 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. CC. 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 15, 20 , while any of the Bonds remain Outstanding. DD. 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 securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations, as determined by the City Council in accordance with applicable law. 82296566.7 -23- EE. 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. FF. The term Net Revenues shall mean all Gross Revenues less Operating Expenses. GG. 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. HH. The term Ordinance shall mean this Ordinance adopted by the City Council on November 18, 2014 authorizing the issuance of the Bonds. 11. 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 34 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 27 of this Ordinance. JJ. The term Paying Agent/Registrar shall mean the financial institution specified in Section 3 of this Ordinance, or its herein -permitted successors and assigns. 82296566.7 -24- KK. Federal Contract. The term Previously Issued Inferior Lien Obligations shall mean the LL. The term Previously Issued Junior Lien Obligations shall mean, as of the Closing Date 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, "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2014A", dated , 2014, in the original principal amount of $ , (5) Upon issuance, "City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 2014B", dated , 2014, in the original principal amount of $ , (6) [Upon issuance, "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 20 ", dated, 20 , in the original principal amount of $ ;] (7) [Upon issuance, "City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 2015"; and] (8) Upon issuance, the Bonds. MM. 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; 82296566.7 -25- (2) "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; (3) "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; (4) "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; (5) "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; (6) "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; (7) "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; (8) "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 (9) "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. NN. The term Previously Issued Subordinate Lien Obligations shall mean the Series 2007 Certificates of Obligation. 00. The term Priority Bonds shall mean the Previously Issued Priority Bonds, any Additional Priority Bonds hereafter issued to refund any of the foregoing 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 of the System, as determined by the City Council in accordance with any applicable law. PP. 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 82296566.7 -26- 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. QQ. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in Section 28 of this Ordinance. RR. The term Refunding Candidates shall mean the following obligations of the City from which the Refunded Obligations are selected by an Authorized Official: (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 and maturing on July 15, 2015 in the aggregate principal amount of $3,415,000; (2) "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 and maturing on July 15 in each of the years 2018 through 2020 in the aggregate principal amount of $27,520,000; (3) "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 and maturing on July 15 in each of the years 2017 through 2026 in the aggregate principal amount of $54,290,000; and (4) "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 and maturing on July 15 in each of the years 2019 through 2027, July 15, 2029, July 15, 2033, and July 15, 2039 in the aggregate principal amount of $81,015,000. SS. The term Required Reserve Amount shall have the meaning given such term in Section 14 of this Ordinance. TT. The term Reserve Fund shall have the meaning given such term in Section 14 of this Ordinance. UU. The term Reserve Fund Deposits shall have the meaning given such term in Section 14 of this Ordinance. VV. 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. WW. 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 Council, 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 82296566.7 -27- 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. XX. 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. YY. 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. ZZ. 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 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. AAA. The term System Fund shall have the meaning given such term in Section 12 of this Ordinance. 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 82296566.7 -28- 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 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 82296566.7 -29- 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: 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. 82296566.7 -30- 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 Fiscal 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 Refunding Bonds 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. 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 82296566.7 -3 1 - 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 Refunding 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 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 Concurrently Issued 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 82296566.7 -32- 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 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 82296566.7 -33- 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, an Authorized Official 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 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 82296566.7 -34- 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: 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 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. 82296566.7 -35- 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, 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). 82296566.7 -36- 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 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. 82296566.7 -37- (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 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. 82296566.7 -38- SECTION 19: 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 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) of this Section and Section 21 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 82296566.7 -39- 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 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: (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 82296566.7 -40- 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 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. 82296566.7 -41- (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 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 20: 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 82296566.7 -42- (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 21: Issuance of Special Project Bonds. Nothing in this Ordinance shall be construed to deny the City the right and it shall retain the right to issue Special Project Bonds, provided, however, the City will not issue Special Project Bonds unless the City concludes, upon recommendation of the City Council, that (i) the plan for developing the Special Project is consistent with sound planning, (ii) the Special Project would not materially and adversely interfere with the operation of the System, (iii) the Special Project can be economically and efficiently operated and maintained, and (iv) the Special Project can be economically and efficiently utilized by the City to meet combined utility system requirements and the cost of such will be reasonable. 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. 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 82296566.7 -43- 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. 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. 82296566.7 -44- 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, 20 (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 Bond(s) 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 are hereby authorized to use and distribute the final Official Statement, dated, 20, 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. SECTION 29: Escrow and Trust Agreement - Approval and Execution. The Escrow and Trust Agreement dated as of November 18, 2014 (the Agreement) by and between the City and , Texas (the Escrow Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this Order for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be executed by the Mayor and City Secretary for and on behalf of the City and as the act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. 82296566.7 -45- Furthermore, any Authorized Official and Bond Counsel, in cooperation with the Escrow Agent, are hereby authorized and directed to make the necessary arrangements for the purchase of the Escrowed Securities, if any, referenced in the Agreement and the delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "CITY OF CORPUS CHRISTI, TEXAS JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2015 ESCROW FUND" (the Escrow Fund), including the execution of the subscription forms, if any, for the purchase and issuance of the "United States Treasury Securities - State and Local Government Series" for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the Agreement. SECTION 30: Proceeds of Sale; Contribution from the City Immediately following the delivery of the Bonds, certain proceeds of sale along with a cash contribution, if any, from the City (less certain costs of issuance and accrued interest, if any, received from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Escrow Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of costs of issuance or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from the City Manager. Amounts held in the interest and sinking fund for the Refunded Obligations and not used as part of the City's contribution to the Escrow Fund, if any, shall be deposited into the Bond Fund and used to pay principal on the Bonds. SECTION 31: Redemption of Refunded Obligations. The Refunded Obligations referenced in the preamble hereof become subject to redemption prior to their stated maturities at the price of par and accrued interest to their respective date of redemption. The City shall give written notice to the paying agent/registrar for each series of Refunded Obligations that the Refunded Obligations have been called for redemption, and the City Council orders that such obligations are called for redemption on the applicable redemption dates set forth on Schedule I attached hereto, and such order to redeem the Refunded Obligations on such dates shall be irrevocable upon the delivery of the Bonds. A copy of each notice of redemption pertaining to the applicable series of Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated herein by reference for all purposes. The paying agent/registrar for each series of Refunded Obligations is authorized and instructed to provide notices of these redemptions to the holders of the Refunded Obligations in the form and manner described in the applicable City ordinance authorizing the issuance of the Refunded Obligations. SECTION 32: 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. 82296566.7 -46- Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (a) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (b) the Bonds and the Concurrently Issued Bonds, treated as a single issue, has the meaning set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction 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 (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those 82296566.7 -47- 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 (including property financed with Gross Proceeds of the Refunded Obligations), 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) 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 82296566.7 -48- 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 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. 82296566.7 -49- (1) At the time the original bonds refunded by the Bonds were issued, the District reasonably expected to spend at least 85% of the spendable proceeds of such bonds within three years after such bonds were issued. (2) Not more than 50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of four years or more. (3) The District reasonably expects to spend 85% of the spendable years after the date of issuance thereof. K. Current Refunding of the Refunded Obligations. The Bonds are issued, in part, to refund the Refunded Obligations set forth on Schedule I hereto [listed as Item Numbers and 1 (the Current Refunded Obligations), and the Bonds will be issued, and the proceeds thereof used, within 90 days after the Closing Date for the redemption of a portion of the Current Refunded Obligations. In the issuance of the Bonds, the City has employed no "device" to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. The City has complied with the covenants, representations, and warranties contained in the documents executed in connection with the issuance of the Current Refunded Obligations. L. Qualified Advance Refunding. The Bonds are issued, in part, to refund the Refunded Obligations set forth on Schedule I hereto [listed as Item Numbers and 1 (the Advance Refunded Obligations), and the Bonds will be issued more than 90 days before the redemption of a portion of the Advance Refunded Obligations. The City represents as follows: (1) The Bonds are the "first advance refunding" of any original bonds issued after 1985 and are the "first or second advance refunding" of any original bonds issued before 1986, both within the meaning of section 149(d)(3) of the Code. (2) A portion of the Advance Refunded Obligations are being called for redemption, and will be redeemed: (i) in the case of Advance Refunded Obligations issued after 1985, not later than the earliest date on which such bonds may be redeemed and on which the City will realize present value debt service savings (determined without regard to administrative expenses) in connection with the issuance of the Bonds; and (ii) in the case of Advance Refunded Obligations issued before 1986, not later than the earliest date on which such issue may be redeemed at par or at a premium of 3 percent or less and on which the City will realize present value debt service savings (determined without regard to administrative expenses) in connection with the issuance of the Bonds. (3) The initial temporary period under section 148(c) of the Code will end: (i) with respect to the proceeds of the Bonds used to refund the Advance Refunded Obligations not later than 30 days after the date of issue of such Bonds; and (ii) with respect to proceeds of the Advance Refunded Obligations on the Closing Date if not ended prior thereto. 82296566.7 -50- (4) On and after the date of issue of the Bonds, no proceeds of the Refunded Obligations will be invested in Nonpurpose Investments having a Yield in excess of the Yield on such Advance Refunded Obligations. (5) The Bonds are being issued for the purposes stated in the preamble of this Ordinance. There is a present value savings associated with the refunding. In the issuance of the Bonds the City has: (i) neither issued more bonds, nor issued bonds earlier, and will not allow bonds to remain outstanding longer, than reasonably necessary to accomplish the governmental purposes for which the Bonds were issued; (ii) not employed an "abusive arbitrage device" within the meaning of Section 1.148-10(a) of the Regulations; and (iii) not employed a "device" to obtain a material financial advantage based on arbitrage, within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. 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. Such elections shall be deemed to be made on the Closing Date. SECTION 33: 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. SECTION 34: 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 82296566.7 -51- 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 32 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. 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 35: 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 82296566.7 -52- 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 36: 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 37: 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 38: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 39: 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 40: 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 41: 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 42: 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. 82296566.7 -53- SECTION 43: 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 44: 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 45: 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 46: Continuing Disclosure of Information. 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 2015, financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 28 of this Ordinance, being the information described in Exhibit E 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 E hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such 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. 82296566.7 -54- 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) (2) (3) difficulties; Principal and interest payment delinquencies; Non-payment related defaults, if material; Unscheduled draws on debt service reserves reflecting financial (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; (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. 82296566.7 -55- 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. 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. 82296566.7 -56- 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 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 47: Book -Entry Only System. 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 82296566.7 -57- effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit G (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 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 48: 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 82296566.7 -58- 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 49: 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 50: 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 51: 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 52: 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 53: 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. 82296566.7 -59- SECTION 54: 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 55: Effective Date. This Ordinance shall be in force and effect from and after its final passage, and it is so resolved. 82296566.7 [The remainder of this page intentionally left blank] -60- SIGNED AND SEALED THIS 18th DAY OF NOVEMBER, 2014. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 18th DAY OF NOVEMBER, 2014: Miles Risley, City Attorney 82296566.7 S-1 THE STATE OF TEXAS COUNTY OF NUECES 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 18th day of November, 2014, authorizing the issuance of the City's Utility System Revenue Refunding Bonds, as further designated by series, 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 18th day of November, 2014. 82296566.7 City Secretary (CITY SEAL) S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 11th day of November, 2014, 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 18th day of November, 2014, 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 18th day of November, 2014. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor 82296566.7 S-3 INDEX TO SCHEDULES AND EXHIBITS Schedule I Schedule of Refunded Obligations Schedule II Approval Certificate Exhibit A Paying Agent/Registrar Agreement Exhibit B Purchase Contract Exhibit C Escrow and Trust Agreement Exhibit D Notices of Redemption Exhibit E Description of Annual Financial Information Exhibit F Form of Reimbursement Agreement Exhibit G DTC Letter of Representations 82296566.7 S-4 SCHEDULE I Schedule of Refunded Obligations (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 and maturing on July 15, 2015 in the aggregate principal amount of $3,415,000. The redemption date for these Refunded Obligations is March 1, 2015. (2) "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 and maturing on July 15 in each of the years 2018 through 2020 in the aggregate principal amount of $27,520,000. The redemption date for these Refunded Obligations is July 15, 2017. (3) "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 and maturing on July 15 in each of the years 2017 through 2026 in the aggregate principal amount of $54,290,000. The redemption date for these Refunded Obligations is July 15, 2016. (4) "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 and maturing on July 15 in each of the years 2019 through 2027, July 15, 2029, July 15, 2033, and July 15, 2039 in the aggregate principal amount of $81,015,000. The redemption date for these Refunded Obligations is July 15, 2018. 82296566.7 Schedule I-1 82296566.7 SCHEDULE II Approval Certificate See Tab No. Schedule II -1 82296566.7 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. A-1 82296566.7 EXHIBIT B Purchase Contract See Tab No. B-1 82296566.7 EXHIBIT C Escrow and Trust Agreement See Tab No. C-1 82296566.7 EXHIBIT D Notices of Redemption See Tab No. D-1 EXHIBIT E Description of Annual Financial Information The following information is referred to in Section 46 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. 82296566.7 E-1 82296566.7 EXHIBIT F Form of Reimbursement Agreement F-1 82296566.7 EXHIBIT G DTC Letter of Representations See Tab No. G-1 AGENDA MEMORANDUM Future Item for the City Council Meeting of November 11, 2014 Action Item for the City Council Meeting of November 18, 2014 DATE: November 11, 2014 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Appointment of Financial Advisor for Texas Military Preparedness Commission Debt Transactions CAPTION: Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the transaction to call for redemption prior to stated maturity "City of Corpus Christi, Texas General Improvement Bonds, Series 2007" and "City of Corpus Christi, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007" and as Financial Advisor for the issuance of "City of Corpus Christi, Texas Tax Notes, Series 2014A" in an amount not to exceed $5,090,000. PURPOSE: The City plans on calling for redemption prior to stated maturity two outstanding bond issuances: "City of Corpus Christi, Texas General Improvement Bonds, Series 2007" and "City of Corpus Christi, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007". Subsequently, the City plans on issuing up to $5,090,000 of Tax Notes to fund projects associated with the Texas Military Preparedness Commission. BACKGROUND AND FINDINGS: Following the 2005 round of Base Realignment and Closure (BRAC), the City of Corpus Christi (City) received a $10,507,390 loan from Texas Military Value Revolving Loan Fund through the Texas Military Preparedness Commission (TMPC) for two projects: (1) the expansion and reconstruction of Port Avenue from 1-37 to US 181 and (2) the realignment of Flour Bluff Drive and extension of the Waldron Field runway. The Texas Department of Transportation (TxDOT), through the Corpus Christi Metropolitan Planning Organization (CCMPO), provided a $10,878,300 match for the Port Avenue project making the total for both projects $21,385,690. The City of Corpus Christi issued two series of debt in 2007: (1) a series of 2004 voter -approved general obligation bonds and (2) a series of non -voted certificates of obligations (together referred to as the 2007 Obligations). Both series were sold to the Texas Public Finance Authority (the TPFA), acting on behalf of the Texas Military Preparedness Commission, to provide the City with assistance for projects targeting infrastructure related to military facilities located in and around the City. In order to provide a source of funding for the purchase of the City's 2007 Obligations, the TPFA sold its own bonds (Source Bonds). The TPFA, in turn, uses the money that the City sends for its debt service payments on the 2007 Obligations to make its debt service payments on their Source Bonds. Neither the City's 2007 Obligations nor the Source Bonds are callable until 2016. The 2007 Obligations were issued to finance the costs of specific street projects. However, the City has determined that all of the projects intended to be financed by the 2007 Obligations will not be completed. Therefore, in order to repurpose the remaining proceeds of the 2007 Bonds, the City would need to find another qualifying street project authorized at the 2004 bond election. However, no other project was identified and so now in order to repurpose the remaining proceeds, the City needs to seek consent from t h e TPFA (as the sole holder of 2007 COs) to amend the ordinance authorizing the issuance of the 2007 COs to allow for another purpose. It was determined that the simplest solution would be to return the unspent proceeds to the TPFA. However, these bonds are not callable until 2016 and so this action cannot be done until then. So bond counsel has proposed a transaction whereby the City will issue new tax notes while the TPFA simultaneously (or shortly thereafter) agrees (i) to an early and immediate redemption of the original 2007 Obligations and (ii) to purchase, on behalf of the TMPC (as it originally did in 2007 in connection with the issuance of the 2007 Obligations), the new tax notes. The City will pay to the TPFA the redemption amount of the 2007 Obligations (which should closely resemble the amount of unspent proceeds of 2007 Obligations); and the TPFA will then immediately turn around and use those proceeds to purchase the City's new 2014 tax notes. This process should be neutral to the TPFA since the TPFA will still have a source of payment of debt service of its Source Bonds which will now be the City's new debt. Likewise, the City should also be in relatively neutral position, as well. This agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for these transactions. See Exhibit A for the Financial Advisor's fee schedule. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Financial Services • Bond Counsel • Legal Department FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - - - - Encumbered/Expended amount of (date) - - - - This item - - - - BALANCE - - - - FUND(S): CIP Funds COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Exhibit A — Financial Advisor Fee Schedule (�. slaw. Jac. 1 NVESTMENT BANKERS FINANCIAL ADVISORY FEE SCHEDULE GENERAL OBLIGATION BONDS More than And Not 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 AGENDA MEMORANDUM Future Item for the City Council Meeting of November 11, 2014 Action Item for the City Council Meeting of November 18, 2014 DATE: November 11, 2014 TO: Ronald L. Olson, City Manager FROM: Tom Tagliabue, Director of Intergovernmental Relations TomTaq@cctexas.com (316) 826-3850 Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Repurposing of Existing Texas Military Preparedness Loan CAPTION: Resolution by the City Council of the City of Corpus Christi, Texas calling for redemption prior to stated maturity certain of its currently outstanding obligations designated as "City of Corpus Christi, Texas General Improvement Bonds, Series 2007" and "City of Corpus Christi, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007"; directing that the City Secretary or designee thereof, effectuate the redemption of these obligations; and other matters in connection therewith. PURPOSE: The City plans on calling for redemption prior to stated maturity two outstanding bond issuances: "City of Corpus Christi, Texas General Improvement Bonds, Series 2007" and "City of Corpus Christi, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007". Subsequently, the City plans on issuing up to $5,090,000 of Tax Notes to fund projects associated with the Texas Military Preparedness Commission. BACKGROUND AND FINDINGS: Following the 2005 round of Base Realignment and Closure (BRAC), the City of Corpus Christi (City) received a $10,507,390 loan from Texas Military Value Revolving Loan Fund through the Texas Military Preparedness Commission (TMPC) for two projects: (1) the expansion and reconstruction of Port Avenue from 1-37 to US 181 and (2) the realignment of Flour Bluff Drive and extension of the Waldron Field runway. The Texas Department of Transportation (TxDOT), through the Corpus Christi Metropolitan Planning Organization (CCMPO), provided a $10,878,300 match for the Port Avenue project making the total for both projects $21,385,690. The City of Corpus Christi issued two series of debt in 2007: (1) a series of 2004 voter -approved general obligation bonds and (2) a series of non -voted certificates of obligations (COs) to repay the TMPC loan. Together the two bond debts are referred to as the 2007 Obligations. Both series were sold to the Texas Public Finance Authority (TPFA), acting on behalf of the Texas Military Preparedness Commission, to provide the City with assistance for projects targeting infrastructure related to military facilities located in and around the City. In order to provide a source of funding for the purchase of the City's 2007 Obligations, the TPFA sold its own bonds (Source Bonds). The TPFA, in turn, uses the money that the City sends for its debt service payments on the 2007 Obligations to make its debt service payments on their Source Bonds. The Port Avenue project was completed, but there is approximately $2.4 million in unspent funds remaining from that project. The Waldron Field/Flour Bluff Drive project was never started due to opposition to the project, so approximately $2.4 million remains in unspent funds from that project. The debt instruments, ordinances and loan contract prevent the remaining loan balance from being used for purposes other than the original projects. The City continues to make regular debt service payments on the principal and interest, but cannot pay off the remaining debt until 2016 because the City's 2007 Obligations nor the Source Bonds are callable until September 2016. In order to repurpose the remaining proceeds, the City needs t h e consent of the TPFA (as the sole holder of 2007 COs) to amend the ordinance authorizing the issuance of the 2007 COs to allow for another purpose and needs permission from the TMPC to use the remaining proceeds for additional military value projects. The City's bond counsel has proposed a transaction whereby the City will issue new tax notes while the TPFA simultaneously (or shortly thereafter) agrees (i) to an early and immediate redemption of the original 2007 Obligations and (ii) to purchase, on behalf of the TMPC (as it originally did in 2007 in connection with the issuance of the 2007 Obligations), the new tax notes. The City will pay to the TPFA the redemption amount of the 2007 Obligations (which should closely resemble the amount of unspent proceeds of 2007 Obligations); and the TPFA will then immediately turn around and use those proceeds to purchase the City's new 2014 tax notes. This process should be neutral to the TPFA since the TPFA will still have a source of payment of debt service of its Source Bonds which will now be the City's new debt. Likewise, the City should also be in relatively neutral position, as well. The military value projects that are proposed to be financed with these tax notes are as follows: 1. Sam Rankin Road Improvement To improve access and flow to the Strategic Military Port at the Port of Corpus Christi, Sam Rankin Road needs to be reconstructed. The project is a partnership between the Port of Corpus Christi and the City of Corpus Christi, to enhance access to Sam Rankin Road, which directly serves the staging lots and the railyard adjacent to the road and leading to Dock 8, 14 or 15 on the south side of the Corpus Christi Ship Channel, commonly referred to as the roll-on, roll -off docks. From this location, the Port moves shipments of military equipment by highway and rail to and from the forts and overseas installations. The Ports of Beaumont and Corpus Christi handled more than 50 percent of the equipment and material deployed to Iraq and Afghanistan since 2003. Sam Rankin Road will be expanded to a 28 -foot wide road section from Port Avenue to West Broadway Street to include curb and gutter, storm water drains, and subsurface storm water sewer system. Funding of $1,318,030 is needed for the City's share (approximately 76%) of the project to cover engineering design, roadway construction and utilities. The Port of Corpus Christi's funding commitment (approximately 24%) is $408,094 million fora total project cost of $1,726,125. 2. Land Acquisitions of Clear Zones, Accident Prevention Zones and Encroachments The City of Corpus Christi, Nueces County and Naval Air Station Corpus Christi (NASCC) completed a Joint Land Use Study (JLUS) in 2013. The JLUS included recommendations for annexation and acquisition of land to ensure compatibility with the flight training mission of NASCC. The City has identified several parcels of land both inside and outside city limits it may wish to acquire within clear zones, accident prevention zones and other encroachment sites in close proximity to NASCC and its outlying airfields (Cabaniss, Waldron and the Corpus Christi International Airport) to create buffer zones. Eliminating potential land use incompatibilities will enhance readiness activities and ensure continuation of the military mission at NASCC. The City would consider acquisition of fee simple title, development easements, conservation easements, or other instruments that would prohibit incompatibilities and protect the mission and purpose of NASCC. The City estimates $1.7 million for these various strategies, but will only consider transactions from a willing seller. No eminent domain authority will be used. 3. NASCC South Gate Truck Lane As part of Force Protection Initiative, there is a need for a separate truck lane at the South Gate of NASCC on NAS Drive. Funds are needed to plan, design, engineer, relocate utilities, and construct the required serpentine lane inside and outside the NASCC South Gate. NASCC will prepare planning document with specifications. Through an MOA with the City, the City would solicit bids for and oversee construction. The estimated budget for the new truck lane is $1.5 million. 4. NASCC Fence Line Replacement As part of Force Protection Initiative, various segments of security fence line around NASCC need to be replaced. The fences are old, have gaps, and do not conform to current homeland security standards. Enhanced fencing will address security needs and potential encroachments. The estimated budget for fence replacement is approximately $500,000. 5. CCIA Taxiway Expansion & Safety Enhancements Widen a taxiway at Corpus Christi International Airport (CCIA) from 50 feet to 75 feet and construct fillets to improve safe transit of US Coast Guard (USCG) assets from CCIA taxiways to the USCG apron. Further enhances safety by moving all Coast Guard planes from NASCC to CCIA. The estimated budget is approximately $356,000. The private vendor constructing and leasing the new hangar for the USGC is spending $344,755 to construct a 50 -foot wide by 200 -foot long section of taxiway. The City's loan funds would expand the taxiway and mitigate 90 degree turning movements on the apron. The TPFA is scheduled to consider the City's refunding request on Thursday, December 4, 2014, in Austin. The City is then required to submit a new loan application to the TMPC, which is scheduled to consider the application for the military value projects later in the day on Thursday, December 4, 2014. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Office of Intergovernmental Relations • Capital Projects • Bond Counsel • Legal Department FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - - - - Encumbered/Expended amount of (date) - - - - This item - - - - BALANCE - - - - FUND(S): COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution DRAFT 10/31/2014 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS CALLING FOR REDEMPTION PRIOR TO STATED MATURITY CERTAIN OF ITS CURRENTLY OUTSTANDING OBLIGATIONS DESIGNATED AS "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2007" AND "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND UTILITY SYSTEM REVENUE CERTIFICATES OF OBLIGATION, SERIES 2007"; DIRECTING THAT THE CITY SECRETARY, OR THE DESIGNEE THEREOF, EFFECTUATE THE REDEMPTION OF THESE OBLIGATIONS; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City Council (the City Council) of the City of Corpus Christi (the City) by separate ordinances, each adopted on February 13, 2007 (the GO Ordinance and the CO Ordinance, respectively, and together, the Ordinances), authorized the issuance of obligations designated as "City of Corpus Christi, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007", dated March 1, 2007 in the original principal amount of $6,985,000 (the 2007 Certificates), and "City of Corpus Christi, Texas General Improvement Bonds, Series 2007", dated March 1, 2007 in the original principal amount of $3,830,000 (the 2007 Bonds and, together with the 2007 Certificates, the 2007 Obligations); and WHEREAS, the 2007 Certificates are currently outstanding in the aggregate principal amount of $5,415,000, being comprised of obligations stated to mature on September 1 in each of the years 2015 through 2026, and the 2007 Bonds are currently outstanding in the aggregate principal amount of $2,970,000, being comprised of bonds stated to mature on September 1 in each of the years 2015 through 2026; and WHEREAS, the Texas Military Preparedness Commission (the TMPC), by and through financial assistance made available thereto by the Texas Public Finance Authority (the TPFA), was the sole purchaser, and currently remains the sole holder, of the 2007 Obligations; and WHEREAS, pursuant to the terms of the Ordinances, the 2007 Obligations are not subject to redemption prior to stated maturity until September 1, 2016; and WHEREAS, to accommodate a repurposing of unspent proceeds derived from the City's original sale of each series of 2007 Obligations, the City has requested, and the TMPC (as the sole holder of the 2007 Obligations) has agreed to, a redemption of certain of the 2007 Obligations prior to the redemption date specified in the Ordinances, provided that the City, concurrently with such redemption, makes available to the TMPC for purchase thereby (the TMPC to use such proceeds received as a result of the City's redemption of those 2007 Obligations) of the City's Tax Notes, Series 2014A (the 2014A Notes), so that the TMPC maintains a source of payment to satisfy its continuing obligations owed to the TPFA in connection with its receipt of financial assistance to accomplish the original purchase of the 2007 Obligations from the City; and 41052422.3 WHEREAS, it is in the best interest of the City and the residents of the City to redeem certain Obligations as herein provided in order to terminate the payment obligations represented thereby and thus repurpose City capital resources in a manner that aligns with capital projects that fit within its current capital improvement plans; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: SECTION 1: Consent of Sole Holder of 2007 Obligations to Early Redemption. Notwithstanding any provision of each of the Ordinances to the contrary, the TMPC, as the sole holder of the 2007 Obligations, has waived the right to any notice and has consented to the redemption of those 2007 Obligations identified in Schedule I hereto (together, the Redeemed Obligations), in accordance with the provisions of the applicable Notice of Redemption. Evidence of this waiver and consent is attached hereto as Exhibit A. As a result of the foregoing, the Notice of Redemption applicable to each series of Redeemed Obligations, copies of which are attached hereto as Exhibit B, constitute sufficient notice of the City's intent to redeem the Redeemed Obligations on the date specified in the applicable Notice of Redemption. Accordingly, these redemptions are hereby determined to be permissible and effective notwithstanding any provisions of the Ordinances, as applicable to the particular series of Redeemed Obligations, or the Redeemed Obligations themselves, to the contrary. SECTION 2: Redemption of Redeemed Obligations. As provided in Section 1 hereof, the Redeemed Obligations are subject to redemption prior to their stated maturities at the price of par, plus accrued interest to the date of redemption, as provided in the Ordinances and as confirmed by the aforementioned consent of the TMPC. The City shall give written notice to the paying agent for the Redeemed Obligations that the Redeemed Obligations have been called for redemption, and the City Council hereby orders that such obligations are called for redemption on the redemption date set forth in Schedule I attached hereto, and such order to redeem the Redeemed Obligations on such date shall be irrevocable upon the delivery of the 2014A Notes. A copy of each Notice of Redemption pertaining to each series of Redeemed Obligations is attached hereto as Exhibit B and is incorporated herein by reference for all purposes. As provided in Section 1 hereto, the TMPC's consent and waiver attached hereto as Exhibit A evidences the sufficiency of notice of redemption of the Redeemed Obligations delivered to the TMPC by the City. SECTION 3: Deposit to Interest and Sinking Funds. To accomplish the redemption of the Redeemed Obligations, the City is hereby authorized to cause to be deposited to the respective interest and sinking funds established by and maintained under and pursuant to the applicable Ordinance relating to the particular series of Redeemed Obligations in an amount sufficient to pay the redemption price (comprised of principal and accrued, but unpaid, interest to their designated redemption date) of such Redeemed Obligations; provided, however, that such redemptions shall be conditioned upon the TMPC's agreement to purchase from the City the 2014A Notes upon terms and conditions approved by the City Council. To accomplish the redemption of the Redeemed Obligations, the City Council hereby appropriates and makes available lawfully available funds of the City, to include unspent and uncommitted proceeds derived from the sale of the 2007 Obligations, ad valorem tax proceeds levied and collected to pay principal of and interest on the Redeemed Obligations, and other lawfully available funds. 41052422.3 -2- SECTION 4: Evidence of Council Action. The Mayor and City Secretary, or either of them, are authorized to evidence adoption of this Resolution and to do any and all things necessary or convenient to effect the redemption described herein and otherwise give effect to the intent and purpose hereof. SECTION 5: Payment of Expenses. The City Council hereby approves payment from lawfully available City funds of professional fees and expenses of the City's Bond Counsel, the City's Financial Advisor, the paying agent for the Redeemed Obligations, the TMPC (and consultants and advisors thereto), the TPFA (and consultants and advisors thereto), and any other party whose services have been determined by the City to be necessary to accomplish the purpose and intent hereof. SECTION 6: Incorporation of Preamble. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part hereof for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 7: Conflicts with Prior Actions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision hereof are hereby repealed to the extent of such conflict, and the provisions hereof shall be and remain controlling as to the matters resolved herein. SECTION 8: Governing Law. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 9: Severability. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 10: Open Meeting. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 11: Effective Date. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. 41052422.3 -3- PASSED AND ADOPTED by the City Council of the City of Corpus Christi, Texas, this the 18th day of November, 2014. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS 18th DAY OF NOVEMBER, 2014: Miles Risley, City Attorney [The remainder of this page intentionally left blank] 41052422.3 S-1 THE STATE OF TEXAS COUNTY OF NUECES § § § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of a Resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 18th day of November, 2014, calling for redemption prior to stated maturity certain of its currently outstanding obligations designated as "City of Corpus Christi, Texas General Improvement Bonds, Series 2007" and "City of Corpus Christi, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007", which resolution is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 18th day of November, 2014. (CITY SEAL) 41052422.3 City Secretary S-2 The foregoing resolution was read for the first time and passed to its second reading on this the 11th day of November, 2014, 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 resolution was read for the second time and passed finally on this the 18th day of November, 2014, 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 18th day of November, 2014. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor 41052422.3 S-3 41052422.3 SCHEDULE I REDEEMED OBLIGATIONS Schedule -1 41052422.3 EXHIBIT A WAIVER OF NOTICE AND CONSENT TO EARLY REDEMPTION A-1 41052422.3 EXHIBIT B NOTICES OF REDEMPTION B-1 AGENDA MEMORANDUM First Reading for the City Council Meeting of November 11, 2014 Second Reading for the City Council Meeting of November 18, 2014 DATE: November 11, 2014 TO: Ronald L. Olson, City Manager FROM: Tom Tagliabue, Director of Intergovernmental Relations TomTaq@cctexas.com (316) 826-3850 Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Issuance of Tax Notes Related to Texas Military Preparedness Commission CAPTION: Ordinance by the City of Council of the City of Corpus Christi, Texas authorizing the issuance of "City of Corpus Christi, Texas Tax notes, Series 2014A" in an amount not to exceed $5,090,000, levying an annual ad valorem tax, within the limitations prescribed by law, for the payment of the obligations; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the obligations; authorizing the execution of paying agent/registrar agreement and a purchase and investment letter; complying with the provisions of the depository trust company' s letter of representations; and providing an effective date. PURPOSE: The City plans on calling for redemption prior to stated maturity two outstanding bond issuances: "City of Corpus Christi, Texas General Improvement Bonds, Series 2007" and "City of Corpus Christi, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007". Subsequently, the City plans on issuing up to $5,090,000 of Tax Notes to fund projects associated with the Texas Military Preparedness Commission. BACKGROUND AND FINDINGS: Following the 2005 round of Base Realignment and Closure (BRAC), the City of Corpus Christi (City) received a $10,507,390 loan from Texas Military Value Revolving Loan Fund through the Texas Military Preparedness Commission (TMPC) for two projects: (1) the expansion and reconstruction of Port Avenue from 1-37 to US 181 and (2) the realignment of Flour Bluff Drive and extension of the Waldron Field runway. The Texas Department of Transportation (TxDOT), through the Corpus Christi Metropolitan Planning Organization (CCMPO), provided a $10,878,300 match for the Port Avenue project making the total for both projects $21,385,690. The City of Corpus Christi issued two series of debt in 2007: (1) a series of 2004 voter -approved general obligation bonds and (2) a series of non -voted certificates of obligations (COs) to repay the TMPC loan. Together the two bond debts are referred to as the 2007 Obligations. Both series were sold to the Texas Public Finance Authority (TPFA), acting on behalf of the Texas Military Preparedness Commission, to provide the City with assistance for projects targeting infrastructure related to military facilities located in and around the City. In order to provide a source of funding for the purchase of the City's 2007 Obligations, the TPFA sold its own bonds (Source Bonds). The TPFA, in turn, uses the money that the City sends for its debt service payments on the 2007 Obligations to make its debt service payments on their Source Bonds. The Port Avenue project was completed, but there is approximately $2.4 million in unspent funds remaining from that project. The Waldron Field/Flour Bluff Drive project was never started due to opposition to the project, so approximately $2.4 million remains in unspent funds from that project. The debt instruments, ordinances and loan contract prevent the remaining loan balance from being used for purposes other than the original projects. The City continues to make regular debt service payments on the principal and interest, but cannot pay off the remaining debt until 2016 because the City's 2007 Obligations nor the Source Bonds are callable until September 2016. In order to repurpose the remaining proceeds, the City needs t h e consent of the TPFA (as the sole holder of 2007 COs) to amend the ordinance authorizing the issuance of the 2007 COs to allow for another purpose and needs permission from the TMPC to use the remaining proceeds for additional military value projects. The City's bond counsel has proposed a transaction whereby the City will issue new tax notes while the TPFA simultaneously (or shortly thereafter) agrees (i) to an early and immediate redemption of the original 2007 Obligations and (ii) to purchase, on behalf of the TMPC (as it originally did in 2007 in connection with the issuance of the 2007 Obligations), the new tax notes. The City will pay to the TPFA the redemption amount of the 2007 Obligations (which should closely resemble the amount of unspent proceeds of 2007 Obligations); and the TPFA will then immediately turn around and use those proceeds to purchase the City's new 2014 tax notes. This process should be neutral to the TPFA since the TPFA will still have a source of payment of debt service of its Source Bonds which will now be the City's new debt. Likewise, the City should also be in relatively neutral position, as well. The military value projects that are proposed to be financed with these tax notes are as follows: 1. Sam Rankin Road Improvement To improve access and flow to the Strategic Military Port at the Port of Corpus Christi, Sam Rankin Road needs to be reconstructed. The project is a partnership between the Port of Corpus Christi and the City of Corpus Christi, to enhance access to Sam Rankin Road, which directly serves the staging lots and the railyard adjacent to the road and leading to Dock 8, 14 or 15 on the south side of the Corpus Christi Ship Channel, commonly referred to as the roll-on, roll -off docks. From this location, the Port moves shipments of military equipment by highway and rail to and from the forts and overseas installations. The Ports of Beaumont and Corpus Christi handled more than 50 percent of the equipment and material deployed to Iraq and Afghanistan since 2003. Sam Rankin Road will be expanded to a 28 -foot wide road section from Port Avenue to West Broadway Street to include curb and gutter, storm water drains, and subsurface storm water sewer system. Funding of $1,318,030 is needed for the City's share (approximately 76%) of the project to cover engineering design, roadway construction and utilities. The Port of Corpus Christi's funding commitment (approximately 24%) is $408,094 million for a total project cost of $1,726,125. 2. Land Acquisitions of Clear Zones, Accident Prevention Zones and Encroachments The City of Corpus Christi, Nueces County and Naval Air Station Corpus Christi (NASCC) completed a Joint Land Use Study (JLUS) in 2013. The JLUS included recommendations for annexation and acquisition of land to ensure compatibility with the flight training mission of NASCC. The City has identified several parcels of land both inside and outside city limits it may wish to acquire within clear zones, accident prevention zones and other encroachment sites in close proximity to NASCC and its outlying airfields (Cabaniss, Waldron and the Corpus Christi International Airport) to create buffer zones. Eliminating potential land use incompatibilities will enhance readiness activities and ensure continuation of the military mission at NASCC. The City would consider acquisition of fee simple title, development easements, conservation easements, or other instruments that would prohibit incompatibilities and protect the mission and purpose of NASCC. The City estimates $1.7 million for these various strategies, but will only consider transactions from a willing seller. No eminent domain authority will be used. 3. NASCC South Gate Truck Lane As part of Force Protection Initiative, there is a need for a separate truck lane at the South Gate of NASCC on NAS Drive. Funds are needed to plan, design, engineer, relocate utilities, and construct the required serpentine lane inside and outside the NASCC South Gate. NASCC will prepare planning document with specifications. Through an MOA with the City, the City would solicit bids for and oversee construction. The estimated budget for the new truck lane is $1.5 million. 4. NASCC Fence Line Replacement As part of Force Protection Initiative, various segments of security fence line around NASCC need to be replaced. The fences are old, have gaps, and do not conform to current homeland security standards. Enhanced fencing will address security needs and potential encroachments. The estimated budget for fence replacement is approximately $500,000. 5. CCIA Taxiway Expansion & Safety Enhancements Widen a taxiway at Corpus Christi International Airport (CCIA) from 50 feet to 75 feet and construct fillets to improve safe transit of US Coast Guard (USCG) assets from CCIA taxiways to the USCG apron. Further enhances safety by moving all Coast Guard planes from NASCC to CCIA. The estimated budget is approximately $356,000. The private vendor constructing and leasing the new hangar for the USGC is spending $344,755 to construct a 50 -foot wide by 200 -foot long section of taxiway. The City's loan funds would expand the taxiway and mitigate 90 degree turning movements on the apron. The TPFA is scheduled to consider the City's refunding request on Thursday, December 4, 2014, in Austin. The City is then required to submit a new loan application to the TMPC, which is scheduled to consider the application for the military value projects later in the day on Thursday, December 4, 2014. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Office of Intergovernmental Relations • Capital Projects • Bond Counsel • Legal Department FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - $5,090,000 - $ 5,090,000 Encumbered/Expended amount of (date) - - - This item - $5,090,000 - $ 5,090,000 BALANCE - - - - FUND(S): CIP Funds COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance DRAFT 11/5/2014 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS TAX NOTES, SERIES 2014A" IN AN AMOUNT NOT TO EXCEED $5,090,000, LEVYING AN ANNUAL AD VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE OBLIGATIONS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE OBLIGATIONS; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE AND INVESTMENT LETTER; COMPLYING WITH THE PROVISIONS OF THE DEPOSITORY TRUST COMPANY'S LETTER OF REPRESENTATIONS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, pursuant to the provisions of Chapter 1431, as amended, Texas Government Code (the Act), the City Council (the Governing Body) of the City of Corpus Christi, Texas (the Issuer) is authorized and empowered to issue anticipation notes to pay contractual obligations incurred or to be incurred for the construction of any public works, for the purchase of materials, supplies, equipment, machinery, buildings, lands, and rights-of-way for the Issuer's authorized needs and purposes, and for professional services, including services provided by tax appraisers, engineers, architects, attorneys, auditors, mapmakers, financial advisors, and fiscal agents; and WHEREAS, in accordance with the provisions of the Act, the Governing Body hereby finds and determines that anticipation notes should be issued and sold at this time to finance the costs of paying contractual obligations to be incurred for the (1) designing, acquiring, constructing, renovating, and improving , and (2) payment of professional services related to the design, construction and financing of the aforementioned projects; and WHEREAS, in accordance with the provisions of Chapter 436, as amended, Texas Government Code, the City has submitted an application to the Texas Military Preparedness Commission (the TMPC) seeking financial assistance for the projects described in Section 1 of this Ordinance to enhance the military value of facilities located in, near, or adjacent to the City; and WHEREAS, the TMPC has approved the City's application for financial assistance and requested the Texas Public Finance Authority (the TPFA) to provide financial assistance for the projects described in Section 1 of this Ordinance, and the TMPC has agreed to purchase the Obligations (defined herein) issued by the City to finance projects approved by the TMPC; and WHEREAS, the Governing Body hereby finds and determines that the issuance of anticipation notes is in the best interests of the residents of the Issuer, now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: 41052379.3 1 SECTION 1: Authorization - Designation - Principal Amount - Purpose. General obligation notes of the Issuer 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 TAX NOTES, SERIES 2014A" (the Obligations), for the purpose of providing funds for the (1) designing, acquiring, constructing, renovating, and improving , and (2) payment of professional services related to the design, construction and financing of the aforementioned projects, all in conformity with the laws of the State of Texas, particularly Chapter 1431, as amended, Texas Government Code, this ordinance adopted by the Governing Body on November 18, 2014, and the City's Home Rule Charter. SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates — Dated Date. The Obligations shall be issued as fully registered obligations, without coupons, shall be dated December 1, 2014 (the Dated Date) and shall be issued generally in denominations of $100,000 or any integral multiple of $1,000 in excess thereof (within a Stated Maturity), shall be lettered "R-" and numbered consecutively from one (1) upward and principal shall become due and payable on September 1 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Closing Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates, while Outstanding (hereinafter defined), in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (%) 2015 2016 2017 2018 2019 2020 2021 The Obligations shall bear interest on the unpaid principal amounts from the Closing Date (hereinafter defined), or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity, while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360 -day year of twelve 30 -day months). Interest on the Obligations shall be payable on March 1 and September 1 in each year, commencing March 1, 2015 (the Interest Payment Date), while the Obligations are Outstanding. SECTION 3: Payment of Obligations - Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Obligations, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable, without exchange or collection charges to the Holder (as hereinafter defined), appearing on the registration and transfer books maintained 41052379.3 2 by the Paying Agent/Registrar (hereinafter defined), 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, premium, if any, and interest on the Obligations shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Obligations. The selection and appointment of, , (the Paying Agent/Registrar), to serve as the initial Paying Agent/Registrar for the Obligations is hereby approved and confirmed, and the Issuer 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 Obligations, 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 Issuer may prescribe. The Issuer covenants to maintain and provide a Paying Agent/Registrar at all times while the Obligations 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 Issuer 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 Issuer agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Obligations by United States mail, first-class postage prepaid, which notice shall also give the address of the corporate office of the successor Paying Agent/Registrar. Principal of, premium, if any, and interest on the Obligations, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Obligations appearing on the Security Register (the Holder or Holders) maintained on behalf of the Issuer by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest on the Obligations, (ii) on the date of surrender of the Obligations for purposes of receiving payment of principal thereof at the Obligations' Stated Maturity or upon prior redemption of the Obligations (provided, however, with respect to principal payments prior to the final Stated Maturity, the Obligations need not be surrendered to the Paying Agent/Registrar, who will merely document the payment on an internal ledger maintained by the Paying Agent/Registrar), and (iii) on any date for any other purpose. The Issuer and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of an Obligation for purposes of receiving payment and all other purposes whatsoever, and neither the Issuer 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 Obligations shall be payable only upon presentation and surrender of the Obligations to the Paying Agent/Registrar at its corporate trust office (provided, however, with respect to principal payments prior to the final Stated Maturity, the Obligations need not be surrendered to the Paying Agent/Registrar, who will merely document this payment on an internal ledger maintained by the Paying Agent/Registrar). Interest 41052379.3 3 on the Obligations shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Obligations (the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of payment 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 Obligations shall be a Saturday, a 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 Obligations 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 Issuer. 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 of an Obligation 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. Optional Redemption. The Obligations maturing on or after September 1, 2017 shall be subject to redemption prior to Stated Maturity, at the option of the Issuer, on September 1, 2016 or any date thereafter, as a whole or in part, in principal amounts of $1,000 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. B. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Obligations (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the Issuer shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Obligations, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the Issuer to exercise the right to redeem Obligations shall be entered in the minutes of the City Council. C. Selection of Obligations for Redemption. If less than all Outstanding Obligations 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 Obligations 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 Obligations outstanding which is obtained by dividing the principal amount of such Bond by $1,000. 41052379.3 4 D. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Obligations, a notice of redemption shall be sent by United States Mail, first-class postage prepaid, in the name of the Issuer and at the Issuer'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 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 Obligations, (ii) identify the Obligations 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 Obligations, 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 Obligations, 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 Obligations (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 Obligations (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Obligations 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 Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). Additionally, this notice may also be sent by the Issuer to any registered securities depository and to any national information service that disseminates redemption notices. E. Transfer/Exchange. Neither the Issuer nor the Paying Agent/Registrar shall be required (i) to transfer or exchange any Obligation during a period beginning forty-five (45) days prior to the date fixed for redemption of the Obligations 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. 41052379.3 5 SECTION 5: Execution - Registration. The Obligations shall be executed on behalf of the Issuer by its Mayor under the seal of the Issuer reproduced or impressed thereon and attested by its City Secretary. The signature of any of said officers on the Obligations may be manual or facsimile. Obligations bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Obligations to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Obligation shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Obligation 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 Obligation shall be conclusive evidence, and the only evidence, that such Obligation has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Obligations - Predecessor Obligations. A Security Register relating to the registration, payment, transfer, or exchange of the Obligations shall at all times be kept and maintained by the Issuer at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each Holder of the Obligations, or, if appropriate, the nominee thereof, issued under and pursuant to the provisions of this Ordinance. Any Obligation may, in accordance with its terms and the terms hereof, be transferred or exchanged for Obligations of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Obligation 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 Obligation at the corporate trust office of the Paying Agent/Registrar, the Issuer shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Obligations of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Obligation or Obligations surrendered for transfer. At the option of the Holder, Obligations may be exchanged for other Obligations of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Obligations surrendered for exchange upon surrender of the Obligations to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Obligations are so surrendered for exchange, the Issuer shall execute, and the Paying Agent/Registrar shall register and deliver, the Obligations to the Holder requesting the exchange. All Obligations issued upon any transfer or exchange of Obligations shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the 41052379.3 6 Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the Issuer, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Obligations surrendered upon such transfer or exchange. All transfers or exchanges of Obligations 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 tax or other governmental charges required to be paid with respect to such transfer or exchange. Obligations canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Obligations, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Obligation or Obligations registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Obligations shall include any Obligation registered and delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Obligation which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Obligation. SECTION 7: Initial Obligation. The Obligations herein authorized shall be initially issued as a single fully registered Obligation in the aggregate principal amount of $ with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1 (the Initial Obligation), and the Initial Obligation shall be registered in the name of the Purchasers (defined herein) or the designee thereof. The Initial Obligation shall be the Obligation 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 Purchasers. Any time after the delivery of the Initial Obligation, the Paying Agent/Registrar, and pursuant to such written instructions from the Purchasers, or the designee thereof, shall cancel the Initial Obligation delivered hereunder and exchange therefor Definitive Obligations of like kind and 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 Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. 41052379.3 7 SECTION 8: FORMS. A. Forms Generally. The Obligations, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Obligations 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 Obligations, 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 Issuer or determined by the officers executing the Obligations as evidenced by their execution thereof. Any portion of the text of any Obligation may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Obligation. The definitive Obligations 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 Obligations as evidenced by their execution thereof, but the Initial Obligation(s) submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank] 41052379.3 8 B. Form of Definitive Obligation. REGISTERED REGISTERED NO. PRINCIPAL AMOUNT $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS TAX NOTES, SERIES 2014A Dated Date: Interest Rate: Stated Maturity: CUSIP NO: December 1, 2014 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas (the Issuer), a body corporate and a municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and 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 as much thereof as shall not have been paid upon their redemption), and to pay interest on the unpaid Principal Amount hereof from the Closing Date, or from the most recent interest payment date to which interest has been paid or duly provided for until such Principal Amount has become due and payment thereof has been made or duly provided for, to Stated Maturity, while Outstanding, at the per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year commencing March 1, 2015. Principal on this Obligation shall be payable to the Registered Owner hereof (the Holder), upon presentation and surrender (provided, however, with respect to principal payments prior to the final Stated Maturity, the Obligations need not be surrendered to the Paying Agent/Registrar, who will merely document this payment on an internal ledger maintained by the Paying Agent/Registrar), 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 Obligation (or one or more Predecessor Obligations, 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 fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Obligation 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 41052379.3 9 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 Obligation is one of the series specified in its title issued in the aggregate principal amount of $ (the Obligations) pursuant to an ordinance adopted by the Governing Body of the Issuer (the Ordinance), for the purpose of providing funds for the (1) designing, acquiring, constructing, renovating, and improving , and (2) payment of professional services related to the design, construction and financing of the aforementioned projects, all in conformity with the laws of the State of Texas, including Chapter 1431, as amended, Texas Government Code, an Ordinance adopted by the Governing Body on November 18, 2014, and the City's Home Rule Charter. The Obligations maturing on or after September 1, 2017 may be redeemed prior to their Stated Maturities, at the option of the City, on September 1, 2016 or any date thereafter, in whole or in part in principal amounts of $1,000 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 Obligations to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Obligation is subject to redemption prior to Stated Maturity and is in a denomination in excess of $1,000, portions of the principal sum hereof in installments of $1,000 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 Obligation to the Paying Agent/Registrar at its corporate trust office, a new Obligation or Obligations 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 Obligation (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 Obligation (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 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 Obligation, payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Obligation to the corporate trust office of the Paying Agent/Registrar and, there shall be issued to the registered owner hereof, without charge, a new Obligation or Obligations 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 Obligation 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 Obligation 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. 41052379.3 10 The Obligations of this series are payable from the proceeds of an annual ad valorem tax levied upon all taxable property within the Issuer within the limitations prescribed by law. 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 of and the nature and extent of the tax levied for the payment of the Obligations; the terms and conditions relating to the transfer or exchange of the Obligations; 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 Issuer and the Paying Agent/Registrar; the terms and provisions upon which this Obligation 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 Obligation, 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 Obligations 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 Issuer 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 Obligation 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 Issuer 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 Issuer. 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 Obligation in order to render the same a legal, valid, and binding obligation of the Issuer have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that issuance of the Obligations does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Obligations by the levy of a tax as aforestated. In case any provision in this Obligation or any application thereof shall be deemed 41052379.3 11 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 Obligation and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. 41052379.3 [The remainder of this page intentionally left blank.] 12 IN WITNESS WHEREOF, the Issuer has caused this Obligation to be duly executed under its official seal. ATTEST: City Secretary (CITY SEAL) 41052379.3 CITY OF CORPUS CHRISTI, TEXAS By Mayor [The remainder of this page intentionally left blank.] 13 C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Obligations 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 Obligation has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this (SEAL) Comptroller of Public Accounts of the State of Texas *NOTE TO PRINTER: Not to appear on printed Obligations. D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Obligations Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Obligation has been duly issued under the provisions of the within -mentioned Ordinance; the Obligation or Obligations 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: 41052379.3 14 as Paying Agent/Registrar By: Authorized Signature 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 Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Obligation 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 Obligation in every particular. Signature guaranteed: F. The Initial Obligation shall be in the respective forms set forth in paragraph B of this Section, except that the form of a single fully registered Initial Obligation shall be modified as follows: (i) immediately under the name of the Obligation(s) the headings "Interest Rate " and "Stated Maturity " shall both be completed "as shown below"; (ii) the first two paragraphs shall read as follows: Registered Owner: Principal Amount: The City of Corpus Christi, Texas (the Issuer), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and 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 first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: 41052379.3 Years of Principal Interest Stated Maturity Amounts ($) Rates (%) 15 (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 Closing Date (anticipated to be , 20 ) or from the most recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for, to the earlier of redemption or to Stated Maturity, while Outstanding, at the per annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year (the Interest Payment Date), commencing March 1, 2015. Principal of this Obligation shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, to Stated Maturity, while Outstanding, (provided, however, with respect to principal payments prior to the final Stated Maturity, the Bond need not be surrendered to the Paying Agent/Registrar, who will merely document the payment on an internal ledger maintained by the Paying Agent/Registrar) at the corporate trust office of , , (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Obligation 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 fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Obligation 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. 41052379.3 [The remainder of this page intentionally left blank.] 16 G. Insurance Legend. If bond insurance is obtained by the Issuer or the Purchasers for the Obligations, the definitive Obligations and the Initial Obligations shall bear an appropriate legend as provided by the insurer. 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 19 and 36 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 Authorized Officials shall mean the City Manager of the Issuer, the Deputy City Manager, the Assistant City Manager for General Government and Operations Support, the Director of Financial Services, and/or the City Secretary. B. The term Closing Date shall mean the date of physical delivery of the Initial Obligations in exchange for the payment in full by the Purchasers. C. The term Issuer shall mean the City of Corpus Christi, Texas located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the Governing Body of the Issuer. D. 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 Issuer 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 at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. E. The term Depository shall mean an official depository bank of the Issuer. F. 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 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 41052379.3 17 as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; or (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 Obligations. G. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Obligation. H. The term Interest Payment Date shall mean the date interest is payable on the Obligations, being March 1 and September 1 of each year, commencing March 1, 2015, while any of the Obligations remain Outstanding. I. The term Obligation Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. J. The term Obligations shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS TAX NOTES, SERIES 2014A" authorized by this Ordinance. K. The term Ordinance shall mean this ordinance finally adopted by the Governing Body of the Issuer on November 18, 2014. L. The term Outstanding when used in this Ordinance with respect to Obligations shall mean, as of the date of determination, all Obligations issued and delivered under this Ordinance, except: (1) those Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Obligations for which payment has been duly provided by the Issuer in accordance with the provisions of Section 21 of this Ordinance; and (3) those Obligations that have been mutilated, destroyed, lost, or stolen and replacement Obligations have been registered and delivered in lieu thereof as provided in Section 17 of this Ordinance. M. The term Purchasers shall mean the initial purchasers of the Obligations named in Section 18 of this Ordinance. N. The term Stated Maturity shall mean the annual principal payments of the Obligations payable on March 1 of each year, as set forth in Section 2 of this Ordinance. SECTION 10: Obligation Fund — Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption, and retirement of the Obligations, there shall be and is hereby created a special Fund to be designated "TAX NOTES, SERIES 2014A, INTEREST AND SINKING FUND" (the Obligation Fund), which Fund shall be kept and maintained at the Depository, and money deposited in such Fund shall be used for no other purpose and shall be maintained as provided in Section 19. Authorized Officials of the Issuer are hereby authorized and directed to make withdrawals from the Obligation Fund sufficient to pay 41052379.3 18 the principal of, premium, if any, and interest on the Obligations as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Obligation Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Obligations, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Obligations. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund created and established pursuant to the provisions of this Ordinance may, at the option of the Issuer, may 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, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any law, 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, Small Business Administration, 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 such fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this Ordinance shall be credited to, and any losses debited to, such Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Obligations. SECTION 11: Tax Levy. To provide for the payment of the Debt Service Requirements on the Obligations being (i) the interest on the Obligations and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Obligations or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars' valuation of taxable property in the Issuer, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Obligation Fund and are thereafter pledged to the payment of the Obligations. The Governing Body hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the Issuer for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and other obligations of the Issuer. 41052379.3 19 SECTION 12: Deposits to Obligation Fund — Surplus Obligation Proceeds. The Issuer hereby covenants and agrees to cause to be deposited in the Obligation Fund prior to a principal and interest payment date for the Obligations, from the annual levy of an ad valorem tax or from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Obligations as the same accrues or matures or comes due by reason of Stated Maturity. Accrued interest, if any, received from the Purchasers of the Obligations shall be deposited to the Obligation Fund. In addition, any surplus proceeds from the sale of the Obligations, including investment income thereon, not expended for authorized purposes, as described in Section 1 hereof, shall be deposited in the Obligation Fund, and such amounts so deposited shall reduce the sum otherwise required to be deposited in said Fund from ad valorem taxes. SECTION 13: Security for Funds. All money on deposit in the Funds 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 the State of Texas for the security of public funds, and money on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 14: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the Issuer covenants and agrees particularly that in the event the Issuer (a) defaults in the payments to be made to the Obligation 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 Obligations shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the Issuer and other officers of the Issuer 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 remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 15: 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 appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. 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 41052379.3 20 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 16: Cancellation. All Obligations 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 Issuer, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The Issuer may at any time deliver to the Paying Agent/Registrar for cancellation any Obligations previously certified or registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Obligations so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Obligations held by the Paying Agent/Registrar shall be destroyed as directed by the Issuer. SECTION 17: Mutilated, Destroyed, Lost, and Stolen Obligations. If (1) any mutilated Obligation is surrendered to the Paying Agent/Registrar, or the Issuer and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Obligation, and (2) there is delivered to the Issuer 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 Issuer or the Paying Agent/Registrar that such Obligation has been acquired by a bona fide Purchasers, the Issuer 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 Obligation, a new Obligation 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 Obligation has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Obligation, pay such Obligation. Upon the issuance of any new Obligation or payment in lieu thereof, under this Section, the Issuer 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 Obligation issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Obligation shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Obligation 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 Obligations. 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 Obligations. SECTION 18: Sale of Obligations at Competitive Sale — Purchase and Investment Letters. The Obligations authorized by this Ordinance are hereby sold by the City to the Texas Military Preparedness Commission (the Purchasers, having all the rights, benefits, and 41052379.3 21 obligations of a Holder), in accordance with the provisions of a Purchase and Investment Letter (the Purchase Contract), dated November 18, 2014, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The pricing and terms of the sale of the Obligations are hereby found and determined to be the most advantageous reasonably obtainable by the Issuer. The Initial Obligation shall be registered in the name of Texas Military Preparedness Commission. The Mayor of the Issuer is hereby authorized and directed to execute the Purchase Contract for and on behalf of the Issuer and as the act and deed of this Governing Body, and in regard to the approval and execution of the Purchase Contract, the Governing Body hereby finds, determines and declares that the representations, warranties, and agreements of the Issuer contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the Issuer. Delivery of the Obligations 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. Proceeds from the sale of the Obligations shall be applied as follows: (1) Accrued interest, if any, received from the Purchasers shall be deposited into the Obligation Fund. (2) The balance of the proceeds derived from the sale of the Obligations (after paying costs of issuance) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Obligations. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Obligations pending completion of construction 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 expended in accordance with Section 12 of this Ordinance. SECTION 19: 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 Obligations in exchange for the payment in full by the Purchasers. 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 Obligations. 41052379.3 22 and 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 Obligations are invested and which is not acquired to carry out the governmental purposes of the Obligations. 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 Obligations. 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; (2) the Obligations has the meaning set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The Issuer 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 directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Obligations 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 Issuer 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 Obligation, the Issuer shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent that it will not cause the Obligations to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the Issuer shall at all times prior to the last Stated Maturity of Obligations: (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 Obligations, 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 41052379.3 23 (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 Obligations 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 Issuer or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent that it will not cause the Obligations to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the Issuer shall not use Gross Proceeds of the Obligations 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: (i) 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; (ii) 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 (iii) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent that it will cause the Obligations to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the Issuer shall not at any time prior to the final Stated Maturity of the Obligations 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 Obligations. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the Issuer shall not take or omit to take any action which would cause the Obligations to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The Issuer 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 Issuer 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 Obligation is discharged. However, to the extent permitted by law, the Issuer may commingle Gross Proceeds of the Obligations with other money of the Issuer, provided that the Issuer separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. 41052379.3 24 (2) Not less frequently than each Computation Date, the Issuer 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 Issuer shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Obligations until six years after the final Computation Date. (3) As additional consideration for the purchase of the Obligations 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 Issuer shall pay to the United States out of the Obligation 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 to the future value of previous rebate payments made for the Obligations 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 Issuer 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 Issuer shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Obligations, 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 Obligations not been relevant to either party. J. Obligations Not Hedge Bonds. (1) The Issuer reasonably expects to spend at least 85% of the spendable proceeds of the Obligations within three years after such Obligations are issued. (2) Not more than 50% of the proceeds of the Obligations will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Elections. The Issuer hereby directs and authorizes the Authorized Official, or any combination of the foregoing, to make such elections in the Certificate as to Tax Exemption 41052379.3 25 or similar or other appropriate certificate, form, or document permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Obligations. Such elections shall be deemed to be made on the Closing Date. SECTION 20: Control and Custody of Obligations. 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 Obligations pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Obligations to the Purchasers. Furthermore, any Authorized Official, either or all, are hereby authorized and directed to furnish and execute such documents relating to the Issuer and its financial affairs as may be necessary for the issuance of the Obligations, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the Issuer's financial advisors, Bond Counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Obligations to the Purchasers and the initial exchange thereof for definitive Obligations. SECTION 21: Satisfaction of Obligation of Issuer. If the Issuer 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 Obligations, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the Issuer to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Obligations, 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 Obligations 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, and/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 Obligations, 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. In the event of a gross defeasance of the Obligations, the Issuer 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 and interest due on any defeased Obligations. The Issuer 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 Obligations to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 19 hereof). 41052379.3 26 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 Obligations, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the Issuer or deposited as directed by the Issuer. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Obligations and remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, of the Obligations such money was deposited and is held in trust to pay shall upon the request of the Issuer be remitted to the Issuer 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 Obligations 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 Issuer expressly reserves the right to call the defeased Obligations for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Obligations 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 Obligations, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Obligations. SECTION 22: Printed Opinion. The Purchasers' obligation to accept delivery of the Obligations is subject to its being furnished a final opinion of Fulbright & Jaworski LLP, San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Obligations, said opinion to be dated and delivered as of the date of initial delivery and payment for such Obligations. Printing of a true and correct copy of this opinion on the reverse side of each of the Obligations, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the Issuer is hereby approved and authorized. SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Obligations. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Obligations shall be of no significance or effect as regards the legality thereof, and neither the Issuer nor attorneys approving said Obligations as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Obligations. SECTION 24: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 25: Ordinance a Contract; Amendments - Outstanding Obligations. The Issuer acknowledges that the covenants and obligations of the Issuer herein contained are a material inducement to the purchase of the Obligations. This Ordinance shall constitute a contract with the Holders from time to time, shall be binding on the Issuer and its successors and assigns, and shall not be amended or repealed by the Issuer so long as any Obligation remains Outstanding except as permitted in this Section. The Issuer 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 41052379.3 27 to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the Issuer may, with the written consent of Holders holding a majority in aggregate principal amount of the Obligations then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however that, without the consent of all Holders of Outstanding Obligations, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, and interest on the Obligations, 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 Obligations, (2) give any preference to any Obligation over any other Obligation, or (3) reduce the aggregate principal amount of Obligations required for consent to any such amendment, addition, or rescission. SECTION 26: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the Issuer, 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 Issuer, Bond Counsel, the Paying Agent/Registrar, and the Holders. SECTION 27: Inconsistent Provisions. All ordinances and resolutions, 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 contained herein. SECTION 28: 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 29: 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 30: 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 Governing Body hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 31: 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 Governing Body. SECTION 32: Authorization of Paying Agent/Registrar Agreement. The Governing Body of the Issuer hereby finds and determines that it is in the best interest of the Issuer to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, registration, and transferability of the Obligations. A copy of the Paying 41052379.3 28 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 33: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is finally 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 34: 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 Issuer 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 35: No Recourse Against Issuer Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Obligation or for any claim based thereon or on this Ordinance against any official of the Issuer or any person executing any Obligation. SECTION 36: Continuing Disclosure Undertaking A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the interne 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 2015, financial information and operating data with respect to the System of the general type 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 41052379.3 29 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; (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. 41052379.3 30 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. 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. 41052379.3 31 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 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. 41052379.3 32 SECTION 37: Book -Entry Only System. The Obligations may be 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 Obligations shall be issued (following cancellation of the Initial Obligations described in Section 7) in the form of a separate single definitive Obligation. Upon issuance, the ownership of each such Obligation shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Obligations shall be registered in the name of Cede & Co., as the nominee of DTC. The Issuer 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 Obligations registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Obligations 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 Obligations (an Indirect Participant). Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Obligations, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Obligations, as shown on the Security Register, of any notice with respect to the Obligations, 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 an Obligation, of any amount with respect to principal of, premium, if any, or interest on the Obligations. 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 Issuer to make payments of principal, premium, if any, or interest on the Obligations 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 Issuer 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 Issuer determines that it is in the best interest of the beneficial owners of the Obligations that they be able to obtain certificated Obligations, the Issuer 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 Obligations shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the Issuer may determine that the Obligations shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the Issuer, or such depository's agent or designee, and if the Issuer and the Paying Agent/Registrar do not select such alternate securities depository system then the Obligations may be registered in whatever name or names the 41052379.3 33 Holders of Obligations transferring or exchanging the Obligations shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Obligation 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 Obligation and all notices with respect to such Obligation shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 38: Further Procedures. The officers and employees of the Issuer 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 Issuer 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 Obligations, the Paying Agent/Registrar Agreement and the Purchase Contract. In addition, prior to the initial delivery of the Obligations, any 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, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Obligations by the Texas Attorney General's office. In case any officer of the Issuer 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 39: Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. 41052379.3 [The remainder of this page intentionally left blank] 34 PASSED AND ADOPTED by the City Council of the City of Corpus Christi, Texas, this the 18th day of November, 2014. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS 18th DAY OF NOVEMBER, 2014: Miles Risley, City Attorney 41052379.3 S-1 THE STATE OF TEXAS COUNTY OF NUECES I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 18th day of November, 2014, authorizing the issuance of the City's Tax Notes, 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 18th day of November, 2014. (CITY SEAL) 41052379.3 City Secretary S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 11th day of November, 2014, 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 18th day of November, 2014, 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 18th day of November, 2014. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor 41052379.3 S-3 41052379.3 INDEX TO EXHIBITS Exhibit A Paying Agent/Registrar Agreement Exhibit B Purchase and Investment Letter Exhibit C Description of Annual Financial Information Exhibit D DTC Letter of Representations S-1 41052379.3 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. A-1 41052379.3 EXHIBIT B Purchase and Investment Letter See Tab No. B-1 EXHIBIT C Description of Annual Financial Information The following information is referred to in Section 36 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 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. The City's Annual Financial Operating Data [of the type included in the following pages of this Exhibit]; and the Audited Financial Statement of the City. 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. 41052379.3 C-1 EXHIBIT D DTC Letter of Representations See Tab No. 41052379.3 AGENDA MEMORANDUM Future Item for the City Council Meeting of November 11, 2014 Action Item for the City Council Meeting of November 18, 2014 DATE: November 11, 2014 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Appointment of Financial Advisor for Solid Waste Certificates of Obligation CAPTION: Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the of City of Corpus Christi, Texas, Combination Tax and Solid Waste Revenue Taxable Certificates of Obligation, Series 2015 in an amount not to exceed $14,500,000. PURPOSE: The City plans to issue Combination Tax and Revenue Taxable Certificates of Obligation, (Landfill Project) in an amount not to exceed $14,500,000. The Landfill Project certificates will be used for the purpose of paying contractual obligations relating to the construction of improvements to the City's solid waste facilities, as well as the payment of fiscal, engineering and legal fees incurred in connection with the certificates. BACKGROUND AND FINDINGS: 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. This agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for these transactions. 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, and Director of Financial Services. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Solid Waste Services • Financial Services • Bond Counsel • Legal Department FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - - - - Encumbered/Expended amount of (date) - - - - This item - - - - BALANCE - - - - FUND(S): CIP Funds COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Exhibit A — Financial Advisor Fee Schedule (�. slaw. Jac. 1 NVESTMENT BANKERS FINANCIAL ADVISORY FEE SCHEDULE GENERAL OBLIGATION BONDS More than And Not 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 AGENDA MEMORANDUM Future Item for the City Council Meeting of November 11, 2014 Action Item for the City Council Meeting of November 18, 2014 DATE: November 11, 2014 TO: Ronald L. Olson, City Manager FROM: Lawrence Mikolajczyk, Director of Solid Waste Operations LawM@cctexas.com (361) 826-1972 Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Authorization for Solid Waste Certificates of Obligation CAPTION: Resolution by the City Council of the City of Corpus Christi, Texas, authorizing and approving publication of Notice of Intention to issue Certificates of Obligation; complying with the requirements contained in Securities and Exchange Commission Rule 15c2-12; and providing an effective date. PURPOSE: The City plans on issuing taxable Combination Tax and Revenue Certificates of Obligation in an amount not to exceed $14,500,000 for the purpose of paying contractual obligations relating to the construction of improvements to the City's solid waste facilities, construction of municipal landfill waste disposal cells, construction of a solid waste Citizens' Collection Center, and the payment of fiscal, engineering and legal fees incurred in connection with the certificates. BACKGROUND AND FINDINGS: The City plans on issuing taxable Combination Tax and Revenue Certificates of Obligation in an amount not to exceed $14,500,000 to fund public health and safety projects related to the J. C. Elliott Transfer Station and Cefe Valenzuela Landfill outlined in the Fiscal Year 2015 Capital Improvement Plan. These projects include the following: JC Elliott Office Building ......................................... $1,750,000 Pavement/Life Cycle Replacement 1,500,000 (JC Elliott and Cefe Valenzuela Landfills) Cefe Valenzuela Landfill Disposal Cell Interim Cover 2,292,844 Cefe Valenzuela Landfill Disposal Cell Construction B&C . 3,457,500 Citizens' Collection Center — Flour Bluff / Padre Island .... 4,650,000 Cefe Valenzuela Outfall Modifications .......................... 559,800 TOTAL $14,210,144 The fiscal year 2014-2015 debt service payment is estimated to be approximately $1,100,000. This was not included in the fiscal year 2014-2015 operating budget, and so staff is recommending this payment be appropriated from the unreserved fund balance of the General Fund from excess funds generated by Solid Waste in fiscal year 2013-2014 and prior fiscal years. The solid waste fees in future fiscal year are anticipated to generate sufficient revenues to fund these certificates. State law requires that a notice of intention be published when certificates of obligation are to be sold. The notice must be published once a week for 2 consecutive weeks in a newspaper, with the date of the first publication to be before the 30th day before the date tentatively set for the passage of the ordinance authorizing the issuance of the certificates. Since there a limited number of City Council meetings in the month of December, the ordinance authorizing the issuance of the certificates is tentatively scheduled as a first reading on January 13, 2015 with a second and final reading on January 20, 2015. This means that we must advertise in the Corpus Christi Caller - Times by Sunday, December 14, 2014. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Solid Waste Services • Financial Services • Bond Counsel • Legal Department FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - $ 14,500,000 - $ 14,500,000 Encumbered/Expended amount of (date) - - - This item - $ 14,500,000 - $ 14,500,000 BALANCE - - - - FUND(S): CIP Fund COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution RESOLUTION A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING AND APPROVING PUBLICATION OF NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION; COMPLYING WITH THE REQUIREMENTS CONTAINED IN SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has determined that it is advisable and necessary to issue and sell one or more series of certificates of obligation (the Certificates) in an amount not to exceed $14,500,000 as provided pursuant to the provisions of the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through 271.064, for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) the construction of improvements to the City's solid waste facilities, including (without limitation) paying contractual obligations to be incurred with respect to the construction of municipal landfill waste disposal cells, internal roadways and pavement, cover systems, gas collection systems, drainage facilities, maintenance and office facilities, liners, environmental monitoring equipment, and other improvements and equipment necessary to operate the Cefe Valenzuela landfill (located in the vicinity of County Road 20 and Farm Road 2444) and provide post closure care of the J.C. Elliott landfill (located in the vicinity of State Highway 286 (Chapman Ranch Road) and State Highway 357 (Saratoga Boulevard)), and a solid waste Citizens Collection Center located in the City near Flour Bluff and Padre Island, (2) the purchase of materials, supplies, equipment, land, and rights-of-way for authorized needs and purposes relating to the aforementioned facilities; and (3) the payment of professional services related to the design, construction, and financing of the aforementioned projects (collectively, the Projects); and WHEREAS, prior to the offering, sale, and issuance of the Certificates, the appropriate officials of the City must review and approve the distribution of a "deemed final" preliminary official statement (the Official Statement) in order to comply with the requirements contained in 17 C.F.R. §240.15c2-12 (the Securities and Exchange Commission Rule); and WHEREAS, based upon their review of the Official Statement, the appropriate officials of the City must find to the best of their knowledge and belief, after reasonable investigation, that the representations of facts pertaining to the City contained in the Official Statement are true and correct and that, except as disclosed in the Official Statement, there are no facts pertaining to the City that would adversely affect the issuance of the Certificates or the City's ability to pay the debt service requirements on the Certificates when due; and WHEREAS, the City Council will comply with the requirements contained in the Securities and Exchange Commission Rule concerning the creation of a contractual obligation between the City and the proposed purchaser(s) of the Certificates (the Purchasers) to provide the Purchasers with an Official Statement in a time and manner that will enable the Purchasers to 58153810.4 comply with the distribution requirements and continuing disclosure requirements contained in the Securities and Exchange Commission Rule; and WHEREAS, the City Council authorizes the City Manager, Deputy City Manager, the Assistant City Manager for General Government and Operations Support, the Director of Financial Services, City Secretary, and the City Attorney, as appropriate, or their designees, to review, approve, and execute any document or certificate in order to allow the City to comply with the requirements contained in the Securities and Exchange Commission Rule; and WHEREAS, prior to the issuance of the Certificates, the City Council is required to publish notice of its intention to issue the Certificates in a newspaper of general circulation in the City, such notice stating (i) the time and place the City Council tentatively proposes to pass the ordinance authorizing the issuance of the Certificates, (ii) the maximum amount proposed to be issued, (iii) the purposes for which the Certificates are to be issued, (iv) and the manner in which the City Council proposes to pay the Certificates; and WHEREAS, the City Council hereby finds and determines that such documents pertaining to the sale of the Certificates should be approved, and the City should proceed with the giving of notice of intention to issue the Certificates in the time, form, and manner provided by law; and WHEREAS, the City Council hereby finds and determines that the adoption of this Resolution is in the best interests of the residents of the City; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1: The City Secretary is hereby authorized and directed to cause notice to be published of the City Council's intention to issue the Certificates in an amount not to exceed $14,500,000 for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) the construction of improvements to the City's solid waste facilities, including (without limitation) paying contractual obligations to be incurred with respect to the construction of municipal landfill waste disposal cells, internal roadways and pavement, cover systems, gas collection systems, drainage facilities, maintenance and office facilities, liners, environmental monitoring equipment, and other improvements and equipment necessary to operate the Cefe Valenzuela landfill (located in the vicinity of County Road 20 and Farm Road 2444) and provide post closure care of the J.C. Elliott landfill (located in the vicinity of State Highway 286 (Chapman Ranch Road) and State Highway 357 (Saratoga Boulevard)), and a solid waste Citizens Collection Center located in the City near Flour Bluff and Padre Island, (2) the purchase of materials, supplies, equipment, land, and rights-of-way for authorized needs and purposes relating to the aforementioned facilities; and (3) the payment of professional services related to the design, construction, and financing of the aforementioned projects. The Certificates will be payable from the levy of an annual ad valorem tax, within the limitations prescribed by law, upon all taxable property within the City and additionally from a pledge of and lien on certain revenues derived from the operation of the City's solid waste system facilities. The notice hereby approved and authorized to be published shall read substantially in the form and content 58153810.4 -2- of Exhibit A attached hereto, which notice is incorporated herein by reference as a part of this Resolution for all purposes. SECTION 2: The City Secretary shall cause the notice described in Section 1 to be published in a newspaper of general circulation in the City, once a week for two consecutive weeks, the date of the first publication shall be at least thirty (30) days prior to the date stated therein for passage of the ordinance authorizing the issuance of the Certificates. SECTION 3: The Mayor, City Manager, the Assistant City Manager for General Government and Operations Supprt, the Director of Financial Services, City Secretary, and the City Attorney, as appropriate, or their designees, are authorized to review and approve the Official Statement pertaining to the offering, sale, and issuance of the Certificates and to execute any document or certificate in order to comply with the requirements contained in the Securities and Exchange Commission Rule. SECTION 4. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 5: All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 6: This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 7: If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 8: It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 9: This Resolution shall be in force and effect from and after the date of its adoption, and it is so resolved. 58153810.4 [The remainder of this page intentionally left blank] -3- PASSED AND APPROVED, this the 18th day of November, 2014. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS 18th DAY OF NOVEMBER, 2014: Miles Risley, City Attorney 58153810.4 S-1 THE STATE OF TEXAS )( COUNTY OF NUECES )( I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of a Resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 18th day of November, 2014, relating to establishing the City's intention to publish a notice of intention concerning the issuance of certificates of obligation, which Resolution is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 18th day of November, 2014. City Secretary (CITY SEAL) 58153810.4 S-2 The foregoing resolution was read for the first time and passed to its second reading on this the 11th day of November, 2014, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing resolution was read for the second time and passed finally on this the 18th day of November, 2014, 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 18th day of November, 2014. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor 58153810.4 S-3 Exhibit A NOTICE OF INTENTION TO ISSUE CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2015 NOTICE IS HEREBY GIVEN that the City Council of the City of Corpus Christi, Texas will convene at its regular meeting place in the City Hall in Corpus Christi, Texas, at 12:00 o'clock P.M., Corpus Christi, Texas time on January , 2015, and, during such meeting, the City Council will consider the passage of an ordinance or ordinances and take such other actions as may be deemed necessary to authorize the issuance of one or more series of certificates of obligation in an aggregate principal amount not to exceed $14,500,000 for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) the construction of improvements to the City's solid waste facilities, including (without limitation) paying contractual obligations to be incurred with respect to the construction of municipal landfill waste disposal cells, internal roadways and pavement, cover systems, gas collection systems, drainage facilities, maintenance and office facilities, liners, environmental monitoring equipment, and other improvements and equipment necessary to operate the Cefe Valenzuela landfill (located in the vicinity of County Road 20 and Farm Road 2444) and provide post closure care of the J.C. Elliott landfill (located in the vicinity of State Highway 286 (Chapman Ranch Road) and State Highway 357 (Saratoga Boulevard)), and a solid waste Citizens Collection Center located in the City near Flour Bluff and Padre Island, (2) the purchase of materials, supplies, equipment, land, and rights-of-way for authorized needs and purposes relating to the aforementioned facilities; and (3) the payment of professional services related to the design, construction, and financing of the aforementioned projects. The certificates of obligation (the Certificates) will be payable from the levy of an annual ad valorem tax, within the limitations prescribed by law, upon all taxable property within the City and from a limited lien on and pledge of certain revenues derived by the City from the operation of the City's solid waste system. The Certificates are to be issued, and this notice is given, under and pursuant to the provisions of the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Subchapter G of Chapter 363, as amended, Texas Health and Safety Code, and the City's Home Rule Charter. 58153810.4 A-1 /s/ Rebecca Huerta City Secretary, City of Corpus Christi, Texas AGENDA MEMORANDUM First Reading for the City Council Meeting of November 11, 2014 Second Reading for the City Council Meeting of November 18, 2014 DATE: November 11, 2014 TO: Ronald L. Olson, City Manager FROM: Lawrence Mikolajczyk, Director of Solid Waste Operations LawM@cctexas.com (361) 826-1972 Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Appropriation of Funds for Solid Waste Debt Service Payment CAPTION: Ordinance appropriating $1,100,000 from the unreserved fund balance in the No. 1020 General Fund and transferring to and appropriating in the No. 2010 Debt Service Fund to pay principal and interest in Fiscal Year (FY) 2014-2015 for Solid Waste certificates of obligation; and changing the FY 2014-2015 Operating Budget adopted by Ordinance No. 030294 to increase revenues by $1,100,000 and expenditures by $1,100,000 in the No. 2010 Debt Service Fund and to increase expenditures by $1,100,000 in the General Fund. PURPOSE: The City plans on issuing Combination Tax and Revenue Taxable Certificates of Obligation (Landfill Project) in an amount not to exceed $14,500,000 in fiscal year (FY) 2014-2015. Funding for the debt service payment was not included in the FY2014-2015 operating budget. Therefore, this item is needed to align funding for the debt service payment in FY2014-2015. BACKGROUND AND FINDINGS: The City plans on issuing Combination Tax and Revenue Taxable Certificates of Obligation in an amount not to exceed $14,500,000 to fund public health and safety projects related to the J. C. Elliott Transfer Station and Cefe Valenzuela Landfill outlined in the FY 2014-2015 Capital Improvement Plan. The FY 2014-2015 debt service payment is estimated to be approximately $1,100,000, but this was not included in the FY 2014-2015 operating budget. Therefore, staff is recommending this payment be appropriated from the unreserved fund balance of the General Fund from excess funds generated by Solid Waste in FY 2013-2014 and prior fiscal years. The solid waste fees in future fiscal year are anticipated to generate sufficient revenues to fund these certificates. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Solid Waste Services • Financial Services • Bond Counsel • Legal Department FINANCIAL IMPACT: ❑ Not Applicable X Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - $ - - $ - Encumbered/Expended amount of (date) - - This item - $ 1,100,000 - $ 1,100,000 BALANCE - $ 1,100, 000 - $ 1,100, 000 FUND(S): Debt Service Fund COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Page 1 of 2 Ordinance Ordinance appropriating $1,100,000 from the unreserved fund balance in the No. 1020 General Fund and transferring to and appropriating in the No. 2010 Debt Service Fund to pay principal and interest in Fiscal Year (FY) 2014-2015 for Solid Waste certificates of obligation; and changing the FY 2014-2015 Operating Budget adopted by Ordinance No. 030294 to increase revenues by $1,100,000 and expenditures by $1,100,000 in the No. 2010 Debt Service Fund and to increase expenditures by $1,100,000 in the General Fund Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That $1,100,000 is appropriated from the unreserved fund balance in the No. 1020 General Fund and transferred to and appropriated in the No. 2010 Debt Service Fund to pay principal and interest in fiscal year 2014-2015 for Solid Waste certificates of obligation. SECTION 2. That the FY 2014-2015 operating budget adopted by Ordinance 030294 is amended to increase revenues by the actual amount of the debt payment up to $1,100,000 and expenditures by up to $2,200,000. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor Page 2 of 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 City Secretary Nelda Martinez Mayor AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of November 11, 2014 Second Reading Ordinance for the City Council Meeting of November 18, 2014 DATE: TO: October 29, 2014 Ronald L. Olson, City Manager FROM: Alyssa Barrera, Business Liaison AlyssaB@cctexas.com (361) 826-3356 Interlocal Agreement for Downtown Safety & Security Partnership Program CAPTION: Ordinance authorizing the City Manager or his designee to execute a nine-month interlocal agreement from January 1 through September 2015 with the Corpus Christi Downtown Management District to pay the District $166,500 for contracting with Off -Duty Bike Patrol Officers and Security Ambassadors to patrol the District; appropriating $166,500 from the unreserved fund balance in the No. 1020 General Fund; changing the fiscal year 2014-2015 operating budget adopted by Ordinance Number 030294 by increasing appropriations by $166,500. PURPOSE: The purpose of this item is to fund the "boots on the ground," for Downtown Revitalization efforts, in accordance with the Downtown Management District's Three -Year Strategic Plan. BACKGROUND AND FINDINGS: On September 16, 2014, the City Council motioned to support the DMD's Three -Year Strategic Plan and directed staff to come back with action requiring Council approval in November. DMD and City Staff determined the highest priority item in the Three -Year Strategic Plan was to improve the safety and perceptions of safety in the Downtown by establishing the DMD's Safety & Security Partnership Program. This program entails hiring Off -Duty Bike Patrol Officers, Security Ambassadors and coordinating participation of Downtown property owners to create a network that improves the quality of the Downtown experience. Additionally, other City Departments are looking at ways that they can contribute to the revitalization of our Downtown. This Safety & Security Partnership Program Agreement will be supplemental to the annually - renewing Interlocal Agreement between the City and the DMD. Staff intends to include the Safety & Security Partnership Program into the FY 16 renewal of the DMD's Interlocal Agreement. The funding amount for the Safety & Security Partnership Program Agreement is $166,500. • $127,500 (January — September 2015) • $39,000 Remaining Assessment Income Match ALTERNATIVES: Alternatives include not supporting the Safety & Security Partnership Program or allocating these funds to the Police Department directly. OTHER CONSIDERATIONS: There is considerable interest and prospective investment in the Downtown. This agreement allows the City to address needs of the Downtown without detracting from the resources allocated to the greater area. CONFORMITY TO CITY POLICY: Regional Economic Development Strategic Plan Downtown Management District 3 -Year Strategic Plan EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal, Police Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $166,500 Encumbered / Expended Amount This item $166,500 BALANCE Fund(s): Fund Balance RECOMMENDATION: Staff recommends approval of the Agreement and funding of the Safety & Security Partnership Program. LIST OF SUPPORTING DOCUMENTS: Agreement — DMD Safety & Security Partnership Program Ordinance - DMD Safety & Security Partnership Program Page 1 of 2 Ordinance Ordinance authorizing the City Manager or his designee to execute a nine-month interlocal agreement from January 1 through September 2015 with the Corpus Christi Downtown Management District to pay the District $166,500 for contracting with Off -Duty Bike Patrol Officers and Security Ambassadors to patrol the District; appropriating $166,500 from the unreserved fund balance in the No. 1020 General Fund; changing the fiscal year 2014-2015 operating budget adopted by Ordinance Number 030294 by increasing appropriations by $166,500. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Manager or his designee is authorized to execute a nine- month interlocal agreement through September 2015, with two possible one-year extensions, with the Corpus Christi Downtown Management District to pay the District $166,500 for contracting with off-duty bike patrol officers and security ambassadors to patrol the District. SECTION 2. That $166,500 is appropriated from the unreserved fund balance in the No. 1020 General Fund to fund a portion of this agreement. SECTION 3. That the FY 2014-2015 operating budget adopted by Ordinance 030294 is amended to increase expenditures by $166,500. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor Page 2 of 2 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 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 , 2014, 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 , 2014. ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor AGREEMENT FOR DOWNTOWN SAFETY & SECURITY PARTNERSHIP PROGRAM This Agreement is executed by and between the City of Corpus Christi, (hereinafter referred to as "City"), and Corpus Christi Downtown Management District (hereinafter referred to as "District"). SECTION 1. TERM This Agreement shall be in effect from January 1, 2015 through September 30, 2015. SECTION 2. SCOPE OF SERVICE In accordance with the Scope of Services attached hereto and made a part hereof as Attachment A, District agrees to provide City with Bike Patrol Officers and Security Ambassadors to patrol the Downtown Management District area. District also agrees to provide City with a police supervisor to do the necessary recruiting and scheduling of the officers (fill schedule developed by District). The Bike Patrol Officers will be Off -Duty Police Officers of the Corpus Christi Police Department who have received the necessary approvals from the Corpus Christi Police Chief. SECTION 3. COMPENSATION City shall compensate District in an amount not to exceed One Hundred Sixty Six Thousand, Five Hundred Dollars ($166,500.00) for services performed under this Agreement, including necessary supplies, liability insurance, equipment and maintenance costs for the DOWNTOWN SAFETY & SECURITY PARTNERSHIP PROGRAM. The funding amount for the Safety & Security Partnership Program Agreement is $166,500. • $127,S00 (January—September 2015) • $39,000 Remaining Assessment Income Match In accordance with Attachment A, District shall submit properly - itemized invoices for services performed under this Agreement and shall cooperate with and provide any other necessary information, including Benchmark performance to City. City shall pay District within thirty (30) days after receipt of such properly -itemized invoices according to the Texas Prompt Payment Act. SECTION 4. CONTRACTUAL STATUS The parties agree that the police officers and security ambassadors are not employees of the City of Corpus Christi when contracted or employed by the District. As such, District is solely responsible for all employment- related taxes. District acknowledges that the City is not responsible for any losses related to District's or the officers and ambassadors' actions. District has no authority, express or implied, to bind or obligate City in any way. SECTION S. INSURANCE District shall maintain insurance coverage as outlined in Attachment B attached hereto and incorporated herein for all purposes. SECTION 6. TERMINATION A . Either party may terminate this Agreement by giving written notice to the other party at least thirty (30) days prior to the effective date of the termination stated in the notice, or such other period as the parties may mutually agree upon. District shall be compensated for all services satisfactorily provided prior to the effective date of such termination. B. In the event that District's services are unsatisfactory, it shall have ten (10) days after written notice from City of such unsatisfactory services to rectify or correct the stated problem at no additional cost to City. If District fails to rectify or correct the problem to the satisfaction of City within that period, City may terminate this Agreement. District shall be compensated for all services satisfactorily provided prior to the effective date of such termination. C. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by City are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then City shall have the right to terminate this Agreement without penalty by giving prior written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received . City agrees that it will make its best efforts to obtain sufficient funds including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full. SECTION 7. AMENDMENT This agreement may be amended, modified, renewed or supplemented only by a written instrument signed by each of the parties here to, and any such amendment may pertain to one or more than one of the provisions of this Agreement without affecting the other provisions of this Agreement. SECTION 8. NOTICE Any notice, invoice, order or other correspondence require to be sent under this Agreement shall be sent by first -class U.S. mail addressed to: District Terry Sweeney Executive Director Corpus Christi Downtown Management District (DMD) 223 N. Chaparral St. Suite A Corpus Christi, TX 78401 CSL Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 Ph: (361) 826-3220 Facsimile: (361) 826-3839 SECTION 9. APPLICABLE LAWS This Agreement shall be governed by the laws of the State of Texas and by all municipal ordinances and codes of the City of Corpus Christi and Nueces County, Texas. Venue shall be in Nueces County, Texas. SECTION 10. WAIVER City's delay or inaction in pursuing remedies set forth in this Agreement, or available by law, shall not operate as a waiver of any of City's rights or remedies contained herein or available by law. SECTION 11. SEVERABILITY If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent 2 jurisdiction , the provision shall be stricken, and all other provisions of this Agreement which can operate independently of such stricken provision shall continue to have full force and effect . SECTION 12. NONDISCRIMINATION District and any subcontractors shall not discriminate against any employee or independent contractor to be utilized in the performance of this Agreement, with respect to hire, tenure, terms, conditions, or privileges of employment, because of race, religion, color, sex, age, handicap, disability, national origin, ancestry, disabled veteran status or Vietnam -era veteran status. Breach of this section shall constitute a material breach of this Agreement. SECTION 13. CONFLICT OF INTEREST District certifies and warrants to City that neither it nor any of its agents, representatives or employees who will participate in the performance of any services required by this Agreement has or will have any conflict of interest, direct or indirect, with City, in violation of Texas law or the City's Ethics Ordinance. In compliance with Section 2-349 of the City's Code of Ordinances, the Provider shall complete the City's Disclosure of Interests form, which is attached to this Agreement as Attachment C, the contents of which, as a completed form, are incorporated in this document by reference as if fully set out in this Agreement. SECTION 14. CONFIDENTIALITY District understands that the information provided to it by City during the performance of its services is confidential and may not be disclosed to a person not designated by City. Any work product given to or generated by District under this Agreement shall not be made available to any individual or organization by District without the prior written approval of City except for appropriate agencies of the United States. SECTION 15. COMPETITIVE BIDDING In regards to expenditures made in furtherance of this agreement, DMD shall utilize a competitive bidding process as required by Chapter 252 of the Texas Local Government Code when making expenditure in excess of $S0,000 for any single contract or for expenditure in excess of $50,000 in the aggregate for any contract. DMD shall not avoid the application of competitive bidding by purposely dividing a single purchase into smaller components so that each component purchase is less than $S0,000 or make component, sequential or incremental purchases to avoid the competitive bidding requirements. SECTION 16. INTEGRATION This Agreement and any attachments hereto contain all terms and conditions agreed upon by the parties. No other agreement oral or written regarding the subject matter of this Agreement or any part hereof shall have any validity or bind the parties in any way. SECTION 17. DUTY OF GOOD FAITH Each party to this Agreement shall have the duty to notify the other of all claims actual or potential which might affect the matters covered in this Agreement. 3 EXECUTED to be effective as of this day of , 2014. CORPUS C. ' I DOWN By: Name: Title: 1-d)(d c MANAGEMENT DISTRICT CITY OF CORPUS CHRISTI, TEXAS ATTEST: Rebecca Huerta, City Secretary Ap oved as to Form City Attorney's Office CITY OF CORPUS CHRISTI Ronald L. Olson City Manager 4 ATTACHMENT A DOWNTOWN MANAGEMENT DISTRICT—SECURITY PARTNERSHIP PROGRAM SCOPE OF SERVICES Overview/Summary In order to improve safety and perceptions of safety in the Downtown, the Corpus Christi Downtown Management District (DMD) is establishing a Safety & Security Partnership Program. As the "Security" portion of this program, the DMD shall provide the City with "boots on the ground" in two forms of security personnel — Bike Patro! Officers and Security Ambassadors. Additionally, the DMD will develop the "Safety" element by coordinating with private security resources throughout the District and working with Corpus Christi Police Department (CCPD) to provide training and establishing professional and technical networks that assist private property owners in providing safety to their tenants and customers. Bike Patrol Officers will be off-duty peace officers working as independent contractors to patrol the DMD. It is intended that the Bike Patro! Officers will wear their respective police uniforms will provide a visible, customer friendly presence, augmenting the current CCPD services in the area, to deter criminal behavior, maintain street order and make arrests when necessary. The Bike Patro! Officers will proactively address crime issues and interact with businesses and visitors to provide customer service assistance. Law enforcement duties contemplated by this agreement shall be performed in the discretion and control of the Bike Patrol Officers Security Ambassadors will patrol DMD on Segways. These Security Ambassadors shall be a customer friendly uniformed presence that will provide customer service, act as eyes and ears for the police patrolling the DMD and be a resource to report code violations and graffiti. Bike Patrol Officers will patrol in pairs. The Security Ambassadors may patrol individually or in pairs. Both patrols will be scheduled in a manner to provide the maximum impact to address street order issues and provide a visible presence during high -visit time periods. Both Bike Patrol Officers and Security Ambassadors patrols will be required to complete a DMD Orientation and Certified Tourism Ambassador Training. General Patrol Area The Bike Patrol Officers and the Security Ambassadors will patrol the DMD area from Kinney St. to 1-37 and from the Downtown Marina to Lower Broadway St. Duration The Bike Patrol Officers and the Security Ambassadors will patrol January 1, 2015 -September 30, 2015. Pending performance, the Program may be included in the Downtown Management District's Interlocal Agreement for FY 16. General Patrolling Hours It is anticipated that each patrol may provide at least 4,000 patrol hours (approximately 40 hours per week on average) during this time, depending on hourly rate and costs of insurance, equipment and repairs. BIKE PATROL OFFICERS Bike Patrol Area DMD will retain a Bike Patrol Supervisor who will work to recruit and schedule the Bike Patrol Officers. DMD will work with the Bike Patrol Supervisor to develop specific beats within the DMD boundaries described above. The Bike Patrol Officers' patrols will include Seawall, Marina, Streets, Sidewalks, Surface Parking Lots, Garages, Parks and Other areas as directed based upon crime trends and visitorship 5 Bike Patrol General Responsibilities The Bike Patro! Officers shall patrol the DMD area and perform duties which include but are not limited to: • Act as a visible police presence to deter criminal behavior, street order crime and enforce panhandling, trespass, public intoxication, camping and other ordinances. • Make arrests when appropriate and request transport. • Interact with Downtown businesses and DMD Safety Partnership members to identify and address crime issues. • Act as Downtown ambassadors, assisting motorists and pedestrians by providing directions. • Coordinate patrolling with DMD Security Ambassadors and communicate regarding crime and other public safety issues. SECURITY AMBASSADORS PATROL Patrol Area DMD shall provide Security Ambassadors and shall be responsible for developing their patrolling schedule. DMD will develop specific beats within the DMD boundaries that also will be coordinated with the Bike Patrol beats and will include the same areas described. Security Ambassador General Responsibilities The Security Ambassadors shall patrol the DMD area and perform duties which include but are not limited to: • Act as a visible security presence to deter criminal behavior. • Acts as eyes and ears of police. • Report street order crime including panhandling, trespass, public intoxication, camping and other ordinances to the police. • Identify and report code violations and work with Corpus Christi Code Enforcement to address. • Interact with Downtown businesses and DMD Safety Partnership members to become aware and report crime issues. • Act as Downtown ambassadors by providing visitor information, distributing maps and providing directions. • Coordinate patrolling with DMD Off -Duty Police Bike Patrol and communicate with DMD Off -Duty Police Bike Patrol regarding crime and other public safety issues. BENCHMARKING DMD shall benchmark the activity and results of the Bike Patro! Officers and Security Ambassadors monthly and report it to the City of Corpus Christi on a quarterly basis. Benchmarks that will be tracked include: • Bike Patro! Officer & Security Ambassadors Man Hours Logged • Arrests Made • Citations/Tickets Issued • Code Violations Reported • Graffiti Sites Reported • Business Visited • DMD Safety Partnership Members Visited/Contacts Made Tracking is intended to show trends over time. There are no quota requirement for citations or arrests. 6 ATTACHMENT B INSURANCE REQUIREMENTS I. DOWNTOWN SAFETY & SECURITY PROGRAM. PARTNER'S LIABILITY INSURANCE A. Partner shall not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee. B. Partner shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance, with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be listed as an additional insured for the General Liability policy and Business Auto Liability 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 by policy endorsement(s) Bodily injury and Property Damage Per Occurrence / aggregate COMMERCIAL GENERAL LIABILITY 1. Broad Form 2. Premises — Operations 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Broad Form Property Damage 6. Independent Partners 7. Personal and Advertising Injury 8. Professional Liability (if applicable) 9. Underground Hazard (if applicable) 10. Environmental (if applicable) $1,000,000 Per Occurrence WORKERS' COMPENSATION EMPLOYER'S LIABILITY Which Complies With The Texas Workers' Compensation Act And Paragraph II Of This Exhibit. $500,000 / $500,000 / $500,000 C. In the event of accidents of any kind related to this project, Partner shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. II. ADDITIONAL REQUIREMENTS A. Partner must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and 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. An "All States endorsement shall be included for Companies not domiciled in Texas. B. Partner shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Partner's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Partner shall be required to submit replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Partner shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Partner agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, or comparable policy language, as respects to operations, completed operations and activities of, or on behalf of, the named insured performed under contract with the City. • The "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. City shall have the option to suspend Partner's agreement should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Partner's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Partner to stop work hereunder, and/or withhold any payment(s) which become due to Partner hereunder until Partner demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Partner may be held responsible for payments of damages to persons or property resulting from Partners performance of the work covered under this agreement. H. It is agreed that Partner's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations and completed operations and activities under this agreement. 6 1, It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2014 ins req. City Manager's Office Downtown Safety and Security Partnership Program Agreement with Downtown Management District 10/29//2014 ds Risk Mgmt. g of Copus Chn ti SUPPLIER NUMBER TO BE ASSIGNED BY C1 FY PURCHASING DIVISION ATTACHMENT C CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST Corpus Christi Code § 2-349, 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 next page for Filing Requirements, Certification and Definitions. COMPANY NAME: STREET ADDRESS: P.O. BOX: CITY: STATE: ZIP: FIRM IS: 1. Corporation ❑ 2. Partnership ❑ 3. Sole Owner 0 4. Association ❑ 5. Other 0 If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named '"firm." Name Consultant 10 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: Title: Signature of Date: Certifying Person: DEFINITIONS a. "Board member." A member of any board, commission, or committee of the city, including the board of any corporation created by the city. 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, whether under civil service or not, including part-time employees and employees of any corporation created by the city. 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. 11 AGREEMENT FOR DOWNTOWN SAFETY & SECURITY PARTNERSHIP PROGRAM This Agreement is executed by and between the City of Corpus Christi, (hereinafter referred to as "City"), and Corpus Christi Downtown Management District (hereinafter referred to as "District"). SECTION 1. TERM This Agreement shall be in effect from January 1, 2015 through September 30, 2015. SECTION 2. SCOPE OF SERVICE In accordance with the Scope of Services attached hereto and made a part hereof as Attachment A, District agrees to provide City with Bike Patrol Officers and Security Ambassadors to patrol the Downtown Management District area. District also agrees to provide City with a police supervisor to do the necessary recruiting and scheduling of the officers (fill schedule developed by District). The Bike Patrol Officers will be Off -Duty Police Officers of the Corpus Christi Police Department who have received the necessary approvals from the Corpus Christi Police Chief. SECTION 3. COMPENSATION City shall compensate District in an amount not to exceed One Hundred Sixty Six Thousand, Five Hundred Dollars ($166,500.00) for services performed under this Agreement, including necessary supplies, liability insurance, equipment and maintenance costs for the DOWNTOWN SAFETY & SECURITY PARTNERSHIP PROGRAM. The funding amount for the Safety & Security Partnership Program Agreement is $166,500. • $127,500 (January — September 2015) • $39,000 Remaining Assessment Income Match In accordance with Attachment A, District shall submit properly - itemized invoices for services performed under this Agreement and shall cooperate with and provide any other necessary information, including Benchmark performance to City. City shall pay District within thirty (30) days after receipt of such properly -itemized invoices according to the Texas Prompt Payment Act. SECTION 4. CONTRACTUAL STATUS The parties agree that the police officers and security ambassadors are not employees of the City of Corpus Christi. As such, District is solely responsible for all employment-related taxes. District acknowledges that the City is not responsible for any losses related to District's or the officers and ambassadors' actions. District has no authority, express or implied, to bind or obligate City in any way. SECTION 5. INSURANCE District shall maintain insurance coverage as outlined in Attachment B attached hereto and incorporated herein for all purposes. SECTION 6. TERMINATION A . Either party may terminate this Agreement by giving written notice to the other party at least thirty (30) days prior to the effective date of the termination stated in the notice, or such other period as the parties may mutually agree upon. District shall be compensated for all services satisfactorily provided prior to the effective date of such termination. 1 B. In the event that District's services are unsatisfactory, it shall have ten (10) days after written notice from City of such unsatisfactory services to rectify or correct the stated problem at no additional cost to City. If District fails to rectify or correct the problem to the satisfaction of City within that period, City may terminate this Agreement. District shall be compensated for all services satisfactorily provided prior to the effective date of such termination. C. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by City are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then City shall have the right to terminate this Agreement without penalty by giving prior written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received . City agrees that it will make its best efforts to obtain sufficient funds including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full. SECTION 7. AMENDMENT This agreement may be amended, modified, renewed or supplemented only by a written instrument signed by each of the parties here to, and any such amendment may pertain to one or more than one of the provisions of this Agreement without affecting the other provisions of this Agreement. SECTION 8. NOTICE Any notice, invoice, order or other correspondence require to be sent under this Agreement shall be sent by first -class U.S. mail addressed to: District City Terry Sweeney Executive Director Corpus Christi Downtown Management District (DMD) 223 N. Chaparral St. Suite A Corpus Christi, TX 78401 Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 Ph: (361) 826-3220 Facsimile: (361) 826-3839 SECTION 9. APPLICABLE LAWS This Agreement shall be governed by the laws of the State of Texas and by all municipal ordinances and codes of the City of Corpus Christi and Nueces County, Texas. Venue shall be in Nueces County, Texas. SECTION 10. WAIVER City's delay or inaction in pursuing remedies set forth in this Agreement, or available by law, shall not operate as a waiver of any of City's rights or remedies contained herein or available by law. SECTION 11. SEVERABILITY If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent 2 jurisdiction , the provision shall be stricken, and all other provisions of this Agreement which can operate independently of such stricken provision shall continue to have full force and effect . SECTION 12. NONDISCRIMINATION District and any subcontractors shall not discriminate against any employee or independent contractor to be utilized in the performance of this Agreement, with respect to hire, tenure, terms, conditions, or privileges of employment, because of race, religion, color, sex, age, handicap, disability, national origin, ancestry, disabled veteran status or Vietnam -era veteran status. Breach of this section shall constitute a material breach of this Agreement. SECTION 13. CONFLICT OF INTEREST District certifies and warrants to City that neither it nor any of its agents, representatives or employees who will participate in the performance of any services required by this Agreement has or will have any conflict of interest, direct or indirect, with City, in violation of Texas law or the City's Ethics Ordinance. In compliance with Section 2-349 of the City's Code of Ordinances, the Provider shall complete the City's Disclosure of Interests form, which is attached to this Agreement as Attachment C, the contents of which, as a completed form, are incorporated in this document by reference as if fully set out in this Agreement. SECTION 14. CONFIDENTIALITY District understands that the information provided to it by City during the performance of its services is confidential and may not be disclosed to a person not designated by City. Any work product given to or generated by District under this Agreement shall not be made available to any individual or organization by District without the prior written approval of City except for appropriate agencies of the United States. SECTION 15. COMPETITIVE BIDDING In regards to expenditures made in furtherance of this agreement, DMD shall utilize a competitive bidding process as required by Chapter 252 of the Texas Local Government Code when making expenditure in excess of $50,000 for any single contract or for expenditure in excess of $50,000 in the aggregate for any contract. DMD shall not avoid the application of competitive bidding by purposely dividing a single purchase into smaller components so that each component purchase is less than $50,000 or make component, sequential or incremental purchases to avoid the competitive bidding requirements. SECTION 16. INTEGRATION This Agreement and any attachments hereto contain all terms and conditions agreed upon by the parties. No other agreement oral or written regarding the subject matter of this Agreement or any part hereof shall have any validity or bind the parties in any way. SECTION 17. DUTY OF GOOD FAITH Each party to this Agreement shall have the duty to notify the other of all claims actual or potential which might affect the matters covered in this Agreement. 3 EXECUTED to be effective as of this day of , 2014. CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT By: Name: Title: CITY OF CORPUS CHRISTI, TEXAS ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Approved as to Form City Attorney's Office Ronald L. Olson City Manager 4 ATTACHMENT A DOWNTOWN MANAGEMENT DISTRICT — SECURITY PARTNERSHIP PROGRAM SCOPE OF SERVICES Overview/Sum mary In order to improve safety and perceptions of safety in the Downtown, the Corpus Christi Downtown Management District (DMD) is establishing a Safety & Security Partnership Program. As the "Security" portion of this program, the DMD shall provide the City with "boots on the ground" in two forms of security personnel — Bike Patrol Officers and Security Ambassadors. Additionally, the DMD will develop the "Safety" element by coordinating with private security resources throughout the District and working with Corpus Christi Police Department (CCPD) to provide training and establishing professional and technical networks that assist private property owners in providing safety to their tenants and customers. Bike Patrol Officers will be off-duty peace officers working as independent contractors to patrol the DMD. It is intended that the Bike Patrol Officers will wear their respective police uniforms will provide a visible, customer friendly presence, augmenting the current CCPD services in the area, to deter criminal behavior, maintain street order and make arrests when necessary. The Bike Patrol Officers will proactively address crime issues and interact with businesses and visitors to provide customer service assistance. Law enforcement duties contemplated by this agreement shall be performed in the discretion and control of the Bike Patrol Officers Security Ambassadors will patrol DMD on Segways. These Security Ambassadors shall be a customer friendly uniformed presence that will provide customer service, act as eyes and ears for the police patrolling the DMD and be a resource to report code violations and graffiti. Bike Patrol Officers will patrol in pairs. The Security Ambassadors may patrol individually or in pairs. Both patrols will be scheduled in a manner to provide the maximum impact to address street order issues and provide a visible presence during high -visit time periods. Both Bike Patrol Officers and Security Ambassadors patrols will be required to complete a DMD Orientation and Certified Tourism Ambassador Training. General Patrol Area The Bike Patrol Officers and the Security Ambassadors will patrol the DMD area from Kinney St. to 1-37 and from the Downtown Marina to Lower Broadway St. Duration The Bike Patrol Officers and the Security Ambassadors will patrol January 1, 2015 -September 30, 2015. Pending performance, the Program may be included in the Downtown Management District's Interlocal Agreement for FY 16. General Patrolling Hours It is anticipated that each patrol may provide at least 4,000 patrol hours (approximately 40 hours per week on average) during this time, depending on hourly rate and costs of insurance, equipment and repairs. BIKE PATROL OFFICERS Bike Patrol Area DMD will retain a Bike Patrol Supervisor who will work to recruit and schedule the Bike Patrol Officers. DMD will work with the Bike Patrol Supervisor to develop specific beats within the DMD boundaries described above. The Bike Patrol Officers' patrols will include Seawall, Marina, Streets, Sidewalks, Surface Parking Lots, Garages, Parks and Other areas as directed based upon crime trends and visitorship 5 Bike Patrol General Responsibilities The Bike Patrol Officers shall patrol the DMD area and perform duties which include but are not limited to: • Act as a visible police presence to deter criminal behavior, street order crime and enforce panhandling, trespass, public intoxication, camping and other ordinances. • Make arrests when appropriate and request transport. • Interact with Downtown businesses and DMD Safety Partnership members to identify and address crime issues. • Act as Downtown ambassadors, assisting motorists and pedestrians by providing directions. • Coordinate patrolling with DMD Security Ambassadors and communicate regarding crime and other public safety issues. SECURITY AMBASSADORS PATROL Patrol Area DMD shall provide Security Ambassadors and shall be responsible for developing their patrolling schedule. DMD will develop specific beats within the DMD boundaries that also will be coordinated with the Bike Patrol beats and will include the same areas described. Security Ambassador General Responsibilities The Security Ambassadors shall patrol the DMD area and perform duties which include but are not limited to: • Act as a visible security presence to deter criminal behavior. • Acts as eyes and ears of police. • Report street order crime including panhandling, trespass, public intoxication, camping and other ordinances to the police. • Identify and report code violations and work with Corpus Christi Code Enforcement to address. • Interact with Downtown businesses and DMD Safety Partnership members to become aware and report crime issues. • Act as Downtown ambassadors by providing visitor information, distributing maps and providing directions. • Coordinate patrolling with DMD Off -Duty Police Bike Patrol and communicate with DMD Off -Duty Police Bike Patrol regarding crime and other public safety issues. BENCHMARKING DMD shall benchmark the activity and results of the Bike Patrol Officers and Security Ambassadors monthly and report it to the City of Corpus Christi on a quarterly basis. Benchmarks that will be tracked include: • Bike Patrol Officer & Security Ambassadors Man Hours Logged • Arrests Made • Citations/Tickets Issued • Code Violations Reported • Graffiti Sites Reported • Business Visited • DMD Safety Partnership Members Visited/Contacts Made Tracking is intended to show trends over time. There are no quota requirement for citations or arrests. 6 ATTACHMENT B INSURANCE REQUIREMENTS DOWNTOWN SAFETY & SECURITY PROGRAM, PARTNER'S LIABILITY INSURANCE A. Partner shall not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee. B. Partner shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance, with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be listed as an additional insured for the General Liability policy and Business Auto Liability 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 by policy endorsement(s) Bodily injury and Property Damage Per Occurrence / aggregate COMMERCIAL GENERAL LIABILITY 1. Broad Form 2. Premises — Operations 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Broad Form Property Damage 6. Independent Partners 7. Personal and Advertising Injury 8. Professional Liability (if applicable) 9. Underground Hazard (if applicable) 10. Environmental (if applicable) $1,000,000 Per Occurrence WORKERS' COMPENSATION EMPLOYER'S LIABILITY Which Complies With The Texas Workers' Compensation Act And Paragraph II Of This Exhibit. $500,000 / $500,000 / $500,000 C. In the event of accidents of any kind related to this project, Partner shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. 11. ADDITIONAL REQUIREMENTS A. Partner must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and 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. An "All States endorsement shall be included for Companies not domiciled in Texas. B. Partner shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Partner's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Partner shall be required to submit replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Partner shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Partner agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, or comparable policy language, as respects to operations, completed operations and activities of, or on behalf of, the named insured performed under contract with the City. • The "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. City shall have the option to suspend Partner's agreement should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Partner's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Partner to stop work hereunder, and/or withhold any payment(s) which become due to Partner hereunder until Partner demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Partner may be held responsible for payments of damages to persons or property resulting from Partners performance of the work covered under this agreement. H. It is agreed that Partner's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations and completed operations and activities under this agreement. 8 I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2014 ins req. City Manager's Office Downtown Safety and Security Partnership Program Agreement with Downtown Management District 10/29//2014 ds Risk Mgmt. 9 SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION City of Corpus Christi ATTACHMENT C CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST Corpus Christi Code § 2-349, 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 next page for Filing Requirements, Certification and Definitions. COMPANY NAME: STREET ADDRESS: CITY: STATE: P.O. BOX: ZIP: FIRM IS: 1. Corporation ❑ 2. Partnership ❑ 3. Sole Owner ❑ 4. Association ❑ 5. Other ❑ If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant 10 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: Title: Signature of Date: Certifying Person: DEFINITIONS a. "Board member." A member of any board, commission, or committee of the city, including the board of any corporation created by the city. 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, whether under civil service or not, including part-time employees and employees of any corporation created by the city. 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. 11 AGENDA MEMORANDUM Future Item for the City Council Meeting of November 11, 2014 Action Item for the City Council Meeting of November 18, 2014 DATE: TO: October 23, 2014 Ronald L. Olson, City Manager FROM: Alyssa Barrera, Business Liaison — City Manager's Office AlyssaB@cctexas.com (361) 826-3356 Motion authorizing the City Manager or designee to execute an Amended Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau for a period ending September 30, 2015. CAPTION: Motion authorizing the City Manager or designee to execute an Amended Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau (CCCVB) for a period ending September 30, 2015. PURPOSE: The purpose of this item is to update the Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau to align with the City's new fiscal year and correct the board composition to reflect the amended By -Laws. BACKGROUND AND FINDINGS: On November 16, 2010, Council approved a motion authorizing the City Manager to enter into an amended consulting agreement with the CCCVB for a period extending from November 1, 2010 to July 31, 2015. On October 23, 2014, the Board of Directors voted to add two members to their composition, in an effort to include representation from significant developments in the local tourism industry. The CCCVB is in compliance with the requirements of the Consulting Services Agreement. ALTERNATIVES The alternative was to not change the agreement's Fiscal Year or Board Composition. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Financial Plan EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2013-2014 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): N/A Comments: Financial considerations were included in the action taken by Council in April 2014, which added the equivalent of two months revenues and expenditures to the FY 2014 Operating Budget. RECOMMENDATION: Staff recommends approval of the motion to execute an Amended Consulting Services Agreement. LIST OF SUPPORTING DOCUMENTS: 2014 Amended CVB Agreement AMENDED CONSULTING SERVICES AGREEMENT BETWEEN CITY OF CORPUS CHRISTI AND CORPUS CHRISTI CONVENTION & VISITORS BUREAU This Amended Consulting Services Agreement is executed by and between the City of Corpus Christi, Texas, a municipal corporation ("City") and the Corpus Christi Convention & Visitors Bureau ("CCCVB"), a private, Texas nonprofit corporation organized for the purpose of promoting convention and visitor activity in the Corpus Christi Bay area. WHEREAS, the City desires to attract more visitors and conventioneers to Corpus Christi; WHEREAS, the City benefits directly by increased sales lax and hotel and motel occupancy tax income developed by visitors and conventioneers; WHEREAS, the City benefits indirectly through the economic activity of visitors and conventioneers who come to our City; and WHEREAS, CCCVB has professional personnel who are trained and experienced in the field of visitor and convention promotion, and the City desires to continue the professional promotion and advertising service through a contractual arrangement with CCCVB; NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows: 1. SCOPE OF SERVICES. 1.01. CCCVB shall perform the following services in a satisfactory and proper manner, as determined by the City Manager or the City Manager's designee. 1.02. The CCCVB shall solicit various organizations and associations to conduct meetings/conventions/tradeshows within Corpus Christi year-round. These target organizations will be identified by CCCVB. In addition, CCCVB will utilize various advertising/marketing techniques to promote City of Corpus Christi as a desirable year-round meeting/convention destination. 1.03. CCCVB shall promote the City of Corpus Christi as a year-round tourism destination. Those services must include, but are not limited to, information services, web site, attendance at travel/trade/shows, e-mail requests, phone inquiries, advertising, public relations special promotions, and packaging. 1.04. CCCVB shall design and implement an advertising campaign with state, national, and international coverage to feature the Corpus Christi area as an attractive region in which to vacation or have conventions or group meetings. Page 1 or 12 1.05. CCCVB shall provide support services to conventions in Corpus Christi. 1.06. CCCVB shall operate visitor information centers, as CCCVB deems appropriate, which must make referrals to City attractions, including, but not limited to, the Texas State Aquarium, U.S.S. Lexington, Corpus Christi Museum of Science and History, American Bank Center and Whataburger Field, as well as other area attractions. 1.07. CCCVB shall provide Information and advice to businesses interested in tourism and convention -related business in the Corpus Christi area. 1.08. CCCVB shall advise the City on projected growth of tourism and convention -related business for the next five years to assist City planning efforts. 2. APPROPRIATIONS AND AUDIT 2.01. CCCVB shall make a quarterly presentation to the City Council regarding CCCVB`s programs, projects, operations and expenditures. 2.02. 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. 2.03. CCCVB must maintain revenue provided under this Agreement in a separate account established for that purpose and may not commingle City funds with any other funds. 2.04. Expenditures exceeding the total budgeted amount must be paid from clearly identified funds of CCCVB. 2.05. Interest earned on funds contributed to CCCVB by the City must be clearly identified, credited, and reflected on the books as resulting from the investment of the funds and the interest earned must be available for CCCVB use within the convention and visitor fund account. 2.06. The parties agree that receipt of these funds creates a fiduciary duty of the CCCVB. 2.07. CCCVB shall provide an Independent audit for expenditures of funds allocated under this agreement for each year based on a fiscal year ending September 30. 2.08. Accounting records and the necessary independent audits must conform to the accounting standards as promulgated by the American Institute of Certified Public Accountants and to the requirements of applicable state law, so as to include a statement of support, revenues, expenses, and balance sheets for all funds. Page 2 of 12 2.09. Early reports of an independent audit of the CCCVB's expenditures and revenues during the previous fiscal year performed by a Certified Public Accountant under Generally Accepted Accounting Principles (GMP) must be submitted to the City Manager within ninety (90) days after the end of each fiscal year that this Agreement is in effect. 2.10 City shall have the right during each calendar year or fiscal year to authorize an audit of CCCVB's records pertaining to its revenues and expenditures of funds allocated under this agreement. Such audits shall be undertaken by City's staff or a firm of Certified Public Accountants satisfactory to City. The cost of such audit shall be paid by City. 3. RECORDS. 3.01. The books of account of the convention and visitor fund held by CCCVB must be maintained in a form approved by the City's Director of Finance, and must be available for inspection and copying by the Director, and the Director's duly authorized agents and representatives during regular business hours of CCCVB. Records must be maintained for at least 3 years after the expiration or termination of this agreement. 4. REPORTS. 4.01. By September 30 of each year the CCCVB shall provide City Manager with a Business/Marketing plan that outlines the overall objectives of the CCCVB. The Plan must describe the plan of action for the upcoming year, including strategic markets; a line item budget; and significant initiatives. Opportunities to promote city funded venues must be specifically identified and included in the plan. Other information necessary to describe the CCCVB's efforts must be included, as well. 4.02. Performance Reports: The CCCVB shall periodically report to the City Council on the activities and work accomplished. The CCCVB shall make any special presentations or prepare specific reports, if requested by the members of the City Council, within 30 days of the request. 4.03. Annual Reports. The CCCVB shall report annually on the outcomes of the performance measures presented in the Business/Marketing plan for the previous year. The Annual Report is due within sixty (60) days after the end of each fiscal year while this Agreement is in effect. 5. PERFORMANCE MEASURES. 5.01. The performance of the CCCVB under this agreement is based on level of hotel occupancy tax earned. 5.02. CCCVB shall be deemed to have met its performance requirements for a particular fiscal year if the amount of 7% portion of the hotel occupancy tax eamed and received by City for that CCCVB fiscal year meets or exceeds the minimum threshold of $6,200,000. Page 3 of 12 5.03. Subject to the approval of the City Manager, the CCCVB shall, before undertaking any special marketing campaign that is specifically funded by the Special Marketing Fund, project the percentage increase in anticipated increase In Hotel Occupancy Tax ("HOT") revenues are expected over the prior three year rolling average of HOT revenues. 5.04. CCCVB's fiscal year began August 1 and ended July 31. In fiscal year 2013-2014 the City adjusted its fiscal year to end on September 30. Beginning October 1, 2014, CCCVB's fiscal year runs from October 1 through September 30, accordingly. 6. CONDUCT OF SERVICES 6.01. All of the Services provided by the CCCVB under this Agreement must be in conformity with the purposes for which the HOT revenues may be expended as authorized in the laws of the State of Texas. 7. BOND. 7.01. The officers and employees of CCCVB designated to withdraw funds from the convention and visitor fund must be covered by a blanket fidelity bond in a penal sum of $100,000. The bond mist be provided by CCCVB, issued by a corporate surety designating CCCVB as named insured, the City as an additional named insured, and in the form as to be approved by the City Attorney. 8. COMPENSATION. 8.01. The City agrees that for the convention and visitor services performed by CCCVB under this Agreement, the City shall pay CCCVB annually the sum of 40% of the City's 7% hotel occupancy tax receipts received by the City for the CCCVB's current fiscal year, but specifically excepting all hotel occupancy tax receipts received by the City that are generated from any and all districts of the Schlitterbahn Beach Country project described in the Chapter 380 Economic Development Incentive Agreement Between the City of Corpus Christi, Texas and Upper Padre Partners, LP and North Padre Waterpark Holdings, LTD approved by the City Council by Resolution No. 029487 on May 22, 2012 ("Schlitterbahn"), divided into monthly payments described in Section 8.02. The amount to be paid to CCCVB is referred to in this Agreement as the Base Amount. Provided, however, that should hotel/motel tax receipts received by the City for the twelve months ending March 31 in any year fall below $6,200,000, the Base Amount for the following fiscal year may be renegotiated. Each of the above amounts must be calculated based upon the amount of City hotel/motel tax receipts received by the City, excluding the two percent increase adopted in 1999 far convention center expansion and revenues authorized to clean and maintain public beaches by Chapters 156 and 351, Texas Tax Code. 8.02. During the term of this Agreement, the City shall pay to CCCVB a sum equal to Page 4 of 12 one -twelfth of the trial annual amount payable to CCCVB for the convention and visitor services provided under this Agreement on or about the first of each month; provided however, the City Manager is authorized to alter the payment schedule to increase payments early in the year if the payments are justified by documentation provided by CCCVB. 8.03. CCCVB may be entitled to additional incentive payment, to be calculated as follows: excluding at hotel occupancy tax receipts received by the City that are generated from any and all districts of Schlitterbahn, and excluding the 2% dedicated to repay the debt on the American Bank Center and amounts authorized by State law for use to clean and maintain public beaches, CCCVB shall receive 55% of the City's 7% hotel tax receipts, only for amounts of the City's 7% hotel tax receipts that exceed the 3 year rolling average by more than 5%, adjusted for the rate of inflation or deflation as the reported in the Houston-Galveston-Brazoria, TX CPI , The 3 year rolling average is the average of the City's 7% hotel tax receipts for previous three fiscal years. For example, suppose the amount of hotel tax receipts for calendar years 2007 through 2009, after being adjusted for inflation or deflation, is as follows: Fiscal Year 2007 Amount of 7% hotel tax receipts $6,000,000 2008 2009 2010 $6,180,000 $6,365,400 $6,750,000 The 3 year rolling average for fiscal year 2010 is $6,181,800, the average of the receipts for years 2007, 2008, and 2009. The amount that exceeds the three (3) year rolling average by more than 5% would be $6,490,890 ($6,181,800 X 105% equals $6,490,890). Therefore, in this example, the incentive base to CCCVB in fiscal year 2010 would be the difference between collections of $6,750,000 and $6,490,890, which equals $259,110. Therefore, 55% of $259,110, or $142,511, would be paid as an incentive to the CCCVB. Any year in which a limited number of ever -4'z or groups cause a disproportionate increase in the HOT collections, the prior year's HOT collection plus 5% will be substituted for the actual collection for that year. (The example above does not reflect any adjustments for inflation or deflation.) 8.04. The City reserves the right to renegotiate in the second year of this agreement an increase in the threshold required to be surpassed for the CCCVB to be eligible for the increased incentive payment (i.e., current rate is 5%). 8.05. The City reserves the right to renegotiate the CCCVB's accountability for return on investment on the expenditures of the Special Marketing Fund in the second year of the agreement. 8.06. To receive an incentive payment, CCCVB must be in compliance with all terms of this Agreement. Page 5 of 12 8.07 For the convention and visitor services provided by CCCVB from August 1, 2014 through September 30, 2014, the City shall pay CCCVB $659,120.00. 9. BOARD OF DIRECTORS 9.01. The affairs of the CCCVB shall be governed by a board of directors ("Board"), which must be composed of thirteen (13) members selected directly by the City Council of the City. The members must be representatives of the following groups: 3 members from the hotel industry; 3 members from the attraction industry; 2 members from the restaurant industry; and 5 members from the community at large. 9.02 The Mayor and City Manager, or their designees, shall serve as ex -Officio advisory non-voting members of the Board. In addition, the Council will appoint a representative from the Port of Corpus Christi Authority, a representative from the Corpus Christi International Airport, and a representative from the Regional Transportation Authority to serve as ex -officio advisory non-voting members 9.03. Appointments to the Board will be for staggered, two-year terms. Current members of the Board may serve until their current terms expire. No person may serve as a voting member of the Board for a period longer than six years consecutively, unless the service is required by virtue of the person's position or title or to complete an unexpired term. 9.04. The CCCVB may make recommendations to the City Council for directors as directors' terms expire, but the CCCVB always shall nominate two (2) more individuals than the total number of positions available. The City Council will provide serious consideration to the Board's recommendations, but is not restricted to select members submitted by the CCCVB or any other group. 9.05. Unexcused absences from more than twenty five (25) percent of regularly scheduled meetings during a term year must result in an automatic vacancy, which vacancy must be promptly reported to the City Council. An absence must be unexcused unless excused by the board for good cause no later than its next meeting after the absence. Any member, otherwise eligible, may not be precluded from reappointment by reason of the automatic vacancy. 9.06. CCCVB's Board of Directors may establish those standing committees it deems necessary. The Board is authorized to and must employ a President/Chief Executive Officer to exercise day to day management and administration of CCCVB. Page 60112 9.07. The Board of Directors will operate under bylaws developed by the Board. Changes to the bylaws may be made only by a two-thirds vote of CCCVB's Board of Directors. No change in bylaws may be considered, which is inconsistent with any provision of this Agreement, The City Manager will be notified of any proposed changes to the bylaws at lease two weeks prior to the adoption of the bylaws by the Board of Directors. 9.08. CCCVB agrees that meetings of its board of directors must be open to the public, and the meetings may be closed only when the board determines that an executive session is necessary for the purpose of discussing proprietary business. 9.09. The City and CCCVB agree that in no event may the City be liable for any contracts made by CCCVB with any person, firm, corporation, association, or governmental body. 9.10. The City and CCCVB agree that in no event may the City be liable for any damages, injuries, or losses charged to or adjudged against CCCVB arising from its operations, or the use or maintenance of its facilities. 10. TERM AND TERMINATION 10.01. The term of the Agreement commences as of November 1, 2010 and continues until September 30, 2015, subject to termination as provided in this Agreement. 10.02. Either party may terminate this Agreement at any time for any reason by giving one year's prior written notice to the other party. In the event the City cancels this Agreement upon one year's notice, the City assumes any obligations of the convention and visitor's fund with a term of less than one year and any other obligation approved In advance by the City Manager. The City reserves the right to terminate the contract without notice for cause. 11. MISCELLANEOUS 11.01. This Agreement constitutes a novation .and supersedes all other contracts and understandings previously made between the City and CCCVB. 11.02. CCCVB specifically reserves the right to change its name as a corporate entity and do business under one or more assumed names in compliance with the laws of the State of Texas. No change of name or use of additional names may be deemed a modification of this Agreement. 11.03. CCCVB shall comply with all applicable Federal, State, and local laws, rules and regulations in providing services under this agreement. 11.04. All notices, requests or other communications related to this Agreement must be made in writing and may be given by: (a) depositing same in the United States Mail, postage prepaid, certified, return receipt requested, addressed as set forth in this paragraph; or (b) delivering the same to the party to be notified. Notice given under (a) of Page 7 of 12 the prior sentence are effective upon deposit In the United States mail. The notice addresses of the parties, until changed as provided in this Agreement, are as follows: City: City of Corpus Christi, Texas Attention: Ronald L. Olson, City Manager 1201 Leopard Street P.O. Box 9277 Corpus Christi, Texas 78469 CCCVB: Corpus Christi Area Convention & Visitors Bureau 1201 Shoreline Drive Corpus Christi, Texas 78401 Attn: Chief Executive Officer 11.05. If for any reason any section, paragraph, subdivision, clause, phrase, word, or provision of this Agreement is held Invalid or unconstitutional by final judgment of a court of competent jurisdiction, it may not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this Agreement, for It is the definite intent of the parties that every section, paragraph, subdivision, clause, phrase, word, or provision of this Agreement be given full force and effect for its purpose. 11.06. No amendments, modifications, or other changes to this Agreement are valid or effective absent the written agreement of the parties. This Agreement may be executed in one or more counterparts, each of which are deemed an original, and all of which constitute but one and the same instrument. 11.07. It is understood and agreed that CCCVB may copyright, to the use and benefit of the City of Corpus Christi, any material or document it deems appropriate and qualified for copyright and may administer the copyrights for ti- City during the term of this Agreement. 11.08. CCCVB agrees to comply with attached Exhibit A regarding insurance requirements. Executed on the dates indicated below binding the respective parties as of the date of last signature. CITY OF CORPUS CHRISTI, TEXAS i By: Byi)LUITA 1U- Ronald L. Olson ' aulette Kluge ' City Manager Chief Executive Officer Date: Date: CORPUS`CHRISTI CONVENTION & VISIT s RS BUREAU Page 8 of 12 ATTEST: Rebecca Huerta City Secretary rsk Approved as to Form City Attorney's Office Page 9 of 12 INSURANCE REQUIREMENTS I. CCCVB'S LIABILITY INSURANCE A. CCCVB may not commence work under this agreement until all Insurance required in this Agreement has been obtained and the City has approved the insurance. CCCVB may not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. CCCVB must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for the General liability policy and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day written notice of cancellation, non -renewal, termination, or material change is reauired on all certificates Bodily Injury and Property Damage Per occurrence/aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability $1,000,000 COMBINED SINGLE LIMIT PROFESSIONAL LIABILITY: Coverage provided must cover officers, directors, employees and agents, including: 1. ERRORS and OMISSIONS $1,000,000 COMBINED SINGLE LIMIT In the event of accidents of any kind, CCCVB must furnish the City's Risk Manager with copies of all reports of accidents within 10 days of any accident. 11. ADDITIONAL REQUIREMENTS A. CCCVB's financial integrity is of interest to the City; therefore, subject to CCCVB's right to maintain reasonable deductibles in such amounts as approved by the City, CCCVB shall obtain and maintain in full force and effect for the duration of this Contract, and any extension of the Agreement, at CCCVB's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A -VII. Page 10 of 12 B. The City is entitled, upon request and without expense, to receive copies of the policies, declarations pages, and all endorsements to the policies, as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties to this Agreement or the underwriter of any such policies). CCCVB shall comply with any requests, and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. CCCVB shall pay any costs incurred resulting from the changes. All notices under this Exhibit must be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 Fax#: (361) 826-4555 C. CCVB agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1. Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, with respect to operations and activities of, or on behalf of, the named Insured performed under this Agreement with the City, with the exception of the workers' compensation and professional liability policies. 2. 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. 3. 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. D. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, CCCVB shall provide a replacement Certificate of Insurance and applicable endorsements to City. The City shall have the option to suspend CCCVB's performance should there be a lapse in coverage at any time during this Agreement. Failure to provide and to maintain the required insurance constitutes a material breach of this contract. E. In addition to any other remedies the City may have upon CCCVB's failure to provide and maintain any insurance or policy endorsements to the extent and within the time required, the City has the right to order CCCVB to stop work under this Agreement, and may withhold any payment that becomes due to CCCVB under this Agreement until CCCVB demonstrates compliance with the requirements of this Exhibit. Page 11 of 12 F. Nothing in this Exhibit may be construed as limiting In any way the extent to which CCCVB may be held responsible for payments of damages to persons or property resulting from CCCVB's or its subcontractors' performance of the work covered under this Agreement. G. It is agreed that CCCVB's Insurance is deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this Agreement. H. It is understood and agreed that the insurance required by this Exhibit is in addition to and separate from any other obligation contained in this contract. Page 12of12 AGENDA MEMORANDUM Emergency Ordinance for the City Council Meeting November 18, 2014 DATE: TO: 10/30/14 Ronald L. Olson, City Manager FROM: Arlena Sones, City Auditor arlenas@cctexas.com 826-3659 Approval of 2015 Annual Audit Plan CAPTION: Ordinance approving the 2015 Annual Audit Plan; and declaring an emergency. PURPOSE: To request approval of the 2015 Annual Audit Plan by City Council in accordance with the Code of Ordinance Chapter 12 1/2 City Auditor. BACKGROUND AND FINDINGS: On November 2, 2010, voters approved an amendment to the City Charter adding the position of City Auditor. Chapter 12 1/2 Section 2 (h) (1) of the City Code of Ordinance provides that the City Auditor shall submit an annual audit plan to the City Council through the Council Audit Committee for review and comment. On June 17, 2014, the Code was revised to allow the annual audit plan to follow the calendar year instead of the fiscal year; therefore, the City Auditor's Office is presenting the 2015 Annual Audit Plan for City Council approval. In developing this plan, we sought input from the Mayor, City Council, the City Manager and his Executive Team, and others. We developed this plan based on areas considered to be of highest risk to the City. This plan was presented to the Audit Committee for approval on November 18, 2014. ALTERNATIVES: City Council could revise this plan by adding or removing audit projects or could reject the plan in its entirety. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Conformance with City Code of Ordinance Chapter 12 1/2 City Auditor EMERGENCY / NON -EMERGENCY: Emergency Ordinance — One Reading DEPARTMENTAL CLEARANCES: Audit Committee FINANCIAL IMPACT: o Operating o Revenue o Capital X Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: RECOMMENDATION: Approval of Emergency Ordinance as presented LIST OF SUPPORTING DOCUMENTS: Exhibit A — Ordinance to approve the 2015 Annual Audit Plan Ordinance approving the 2015 Annual Audit Plan; and declaring an emergency. Whereas, Section 12 1/2 -2 (h) (1) of the City Code of Ordinances requires that no less than thirty (30) days prior to the beginning of each calendar year, the City Auditor shall submit an Annual Audit Plan to the City Council through the Council Audit Committee for review and comment; Whereas, the Council Audit Committee reviewed and approved the 2015 Annual Audit Plan at its meeting on November 18, 2014; Whereas, the Council Audit Committee shall forward the Annual Audit Plan to the City Council for City Council review and final approval; Be it ordained by the City Council of the City of Corpus Christi Texas: Section 1. That the City Council has reviewed and does approve the 2015 Annual Audit Plan, copy attached as Exhibit A. Section 2. That upon written request of the Mayor or five Council members, copy attached, the City Council finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and suspends the Charter rule that requires consideration of the voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure this the day of , 2014. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor Corpus Christi, Texas Day of TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Nelda Martinez Mayor Council Members The above ordinance was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott AGENDA MEMORANDUM Action Item for the City Council Meeting of November 21, 2014 DATE: TO: November 13, 2014 Ronald L. Olson, City Manager FROM: Utilities Executive Director, Mark Van Vleck, P.E. MarkVV@cctexas.com 361 826-1874 Resolution Authorizing a Letter of Intent to Proceed with an Industrial Seawater Desalination Facility Economic Feasibility Study CAPTION: Resolution authorizing the City Manager to execute a Letter of Intent to Proceed regarding Industrial Seawater Desalination Facility Economic Feasibility Study. PURPOSE: Resolution authorizing the City Manager to enter into a Letter of Intent to Proceed with an Industrial Seawater Desalination Facility Economic Feasibility Study. BACKGROUND AND FINDINGS: The City of Corpus Christi (City), the Corpus Christi Regional Economic Development Corporation (CCREDC) and local industrial companies held a series of meetings to determine a mutual, collaborative interest in seeking answers to existing questions concerning the location, configuration, and operation of a desalination plant to produce industrial process water. These meetings established a common regional interest and approach in moving forward together with completing this Economic Feasibility Study. The proposed multi-party Letter of Intent consists of two parts: Part 1 — an engineering study to investigate project alternatives inclusive of costs, siting, water source location, water delivery and concentrate disposition. Part 2 — provides for an option to develop a Request for Proposal (RFP) for a desalination facility. Procurement of both parts will be solicited together under a single procurement. ALTERNATIVES: 1. Do not approve the Resolution 2. Take no Action OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to City of Corpus Christi Water Management Plan 2015-2050 (adopted by Council Resolution 030200) which calls for the acquisition and delivery of Industrial Saltwater Desalination water supply alternative of 20,000 acre-feet/year by the year 2020. EMERGENCY / NON -EMERGENCY: DEPARTMENTAL CLEARANCES: Action is in concert with Texas Water Development Board 2011 State Water Plan Coastal Bend Region N 2011, as amended. FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2013-2014 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $50,000 $50,000 Encumbered / Expended Amount This item $50,000 $50,000 BALANCE Fund(s): Comments: Environmental and Strategic Initiatives Professional Services operating funds are set aside for this water supply planning effort. RECOMMENDATION: Staff recommends approval of Resolution. LIST OF SUPPORTING DOCUMENTS: Resolution Letter of Intent - Industrial Seawater Desalination Facility Economic Feasibility Study RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A LETTER OF INTENT TO PROCEED REGARDING INDUSTRIAL SEAWATER DESALINATION FACILITY ECONOMIC FEASIBILITY STUDY. Whereas, the City of Corpus Christi is the owner and operator of the Coastal Bend Region Water System for a five county region from the City of Rockport south to the City of Kingsville with the City of Corpus Christi and the industrial customers being its largest customers; Whereas, while there are sufficient surface water supplies to meet current needs, the persistent drought coupled with the rapid growth underscores the need for creative planning and implementation of a drought -proof supply to improve reliability; Whereas, the City of Corpus Christi with its customers recognize that between Nueces and San Patricio County there is the potential for new industrial businesses with significant water demands; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That the City Manager is authorized to execute the Letter of Intent to Proceed with the Corpus Christi Regional Economic Development Corporation, the San Patricio Municipal Water District, and the Port Industries of Corpus Christi regarding the Industrial Seawater Desalination Facility Economic Feasibility Study. Section 2. That the expenditure of funds in amount not to exceed $50,000 is authorized for completion of the study, if needed. 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 Letter of Intent to Proceed Industrial Seawater Desalination Facility Economic Feasibility Study The City of Corpus Christi, Corpus Christi Regional Economic Development Corporation, San Patricio Municipal Water District, Port of Corpus Christi, DuPont, OxyChem, Sherwin Alumina Company, LyondellBassell, Citgo, Flint Hills Resources, Valero, Topaz Power, AEP Texas, Cheniere Energy, and voestalpine Texas agree to partner on the completion of an Economic Feasibility Study of an Industrial Seawater Desalination Facility located in the region as a first step in determining the role saltwater desalination may play in providing water to industrial users in the area. A general description of the scope and arrangement of the study is provided in the attached document, Industrial Seawater Desalination Facility Economic Feasibility Study. This agreement is entered into as executed by each participant on the date of signature below. City of Corpus Christi Corpus Christi Regional Economic Development Corporation By: Ronald Olson, City Manager Date: By: John LaRue, Interim Chief Executive Officer Date: San Patricio Municipal Water District Port Industries of Corpus Christi (for industry participants) By: By: Brian Williams, Director Robert Barger, President Date: Date: Industrial Seawater Desalination Facility Economic Feasibility Study Background: The City of Corpus Christi (City), the Corpus Christi Regional Economic Development Corporation (CCREDC) and local industrial companies held a series of meetings to determine if there was interest in seeking answers to existing questions regarding the location, configuration, and operation of a desalination plant to produce industrial process water. Based on those meetings, there is interest in moving forward with completing an Economic Feasibility Study. The primary interest that the industrial customers have in this project is to provide a reliable source of water that does not rely on surface water and is not subject to any use restrictions that would be implemented in the event of a drought. The initial effort under consideration consists of two parts. Part 1 - an engineering study to investigate project alternatives inclusive of costs, facility siting issues, water sourcing, water delivery, and brine disposal. Part 2 is an option to develop a Request for Proposal (RFP) for a desalination facility. Both parts will be put out for bid together as a single package to manage costs should the effort proceed to Part 2. If as a result of Part 1 it is determined that the delivered cost of process water to area industrial users is attractive, the intent is to pursue a second agreement that would address the issues pertinent to Part 2 (the development of a Request for Proposal) on how to Fund, Design, Construct and Operate a facility to produce industrial water. Concept: Develop a seawater desalination facility in either San Patricio or Nueces County with an output of roughly 10- 30 MGD intended for industrial use. The product water would belong to those companies that had contracted (Take or Pay) for the plant output and would not be subject to any City drought related water restrictions. Product water would ideally be delivered from the desalination facility into existing infrastructure that could, with nominal modifications, be dedicated to delivery of the water to industrial users willing to make a financial commitment to the project, or physically utilize the produced water. The quality of water to be produced will not be a variable for the purpose of this study. The desalinated water quality will be what is achieved by the use of a single stage of reverse osmosis. The quality of the desalinated water produced will be confirmed by the study to significantly exceed the quality (Na and hardness) of the potable water currently produced by the Municipal facilities. The study will assume the existence of an exchange or "water bank" that would allow facilities that are geographically distant from the desalination facility to effectively contract for water from the facility irrespective of its physical location. This exchange would permit the redirection of desalinated water "owned' by a distant facility (that does not have physical access to the desalinated water) to another facility located in the proximity of the physical distribution system for the desalinated water, and in exchange, require the Municipalities to deliver the corresponding volume of water to the distant facility. Funding: The anticipated cost of the two part effort is in the range of $250,000-$300,000. The CCREDC has agreed to fund $150,000 of the Study and the Industrial Customers will fund an additional $150,000, through the Port Industries of Corpus Christi (PICC). Any expenses over $300,000 will be paid for by the city of Corpus Christi. Guidance Teams: A Steering Committee, made up of all project participants, will monitor the progress of the Project and provide guidance at critical decision points. A Technical Working Group, from among the members of the Steering Committee, will assist in the selection of the Program Manager and development of the scope of work. The Technical Working Group will have the following representation: a. Three representatives appointed by the Port Industries of Corpus Christi b. One representative appointed by the CCREDC c. One representative appointed by San Patricio Municipal Water District (SPMWD) d. One representative from the City of Corpus Christi Study Deliverables: A preliminary engineering assessment and initial Performance, Cost, Time, and Scope targets for a desalination project, including a "screening quality cost estimate" of the expected cost per 1000 gallons of product water that takes into consideration "break points" for factors impacting cost, such as, facility output quantity, brine discharge location, etc. The appropriate existing fixed costs associated with any existing municipal infrastructure proposed to be utilized need to be included in the delivered cost of water to each of the industrial customers, so that they can understand the impact of this venture on their individual costs. The preliminary engineering assessment would consider: Available source water quality Siting Environmental issues (concentrate processing/disposal, use of chemicals in the treatment process, impact on the marine environment, etc.) Access to power (consider a direct connection to a Co -Generation plant, consistent with current regulations) Intake/Discharge configuration Opportunities to use currently permitted intakes/outfalls Connection to existing distribution system Any other appropriate site specific factors/conditions Review of current governmental water policies with recommended modifications, if any. Confidentiality: The study may contain trade secrets and otherwise confidential information. Participants agree to keep the study confidential among the group to the extent allowed by the Office of the Attorney General under the Texas Public Information Act. The study will not be released to the public unless agreed upon by the participants or unless required by the Office of the Attorney General under the Texas Public Information Act. Participants will not be required to disclose information pertaining to current or projected water use but will be required to indicate a volume of water that they would be interested in acquiring from such a facility. AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of November 18, 2014 Second Reading for the City Council Meeting of December 9, 2014 DATE: October 27, 2014, TO: Ronald L. Olson, City Manager FROM: Daniel Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Closing a portion of a utility easement out of a part of Lot 8, Blk. 1, Wildcat Industrial Park CAPTION: Ordinance abandoning and vacating a portion of an existing 60 -foot wide utility easement out of a part of Lot 8, Blk. 1, Wildcat Industrial Park, located north of the Sedwick Road public street right-of-way, and west of the Southern Minerals Road public street right-of-way; and requiring the owner, Scott Humpal, 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: Scott Humpal (Owner) is requesting the abandonment and vacation of a a 138,490 -square foot portion (3.179 acres) out of a part of Lot 8, Blk. 1, Wildcat Industrial Park, located north of the Sedwick Road public street right-of-way, and west of the Southern Minerals Road public street right-of-way. The abandonment and vacation of the utility easement is being requested by the Owner in conjunction with the future development of the subject property. 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 Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None 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 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. e. Failure to comply with all the conditions outlined in this Ordinance within the specified time frame will hereby make the Ordinance null and void. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Ordinance abandoning and vacating a portion of an existing 60 -foot wide utility easement out of a part of Lot 8, Blk. 1, Wildcat Industrial Park, located north of the Sedwick Road public street right-of-way, and west of the Southern Minerals Road public street right-of-way; and requiring the owner, Scott Humpal, to comply with the specified conditions. WHEREAS, Scott Humpal ("Owner") has requested the abandonment and vacation of a portion of an existing utility easement out of a part of Lot 8, Blk. 1, Wildcat Industrial Park; WHEREAS, with proper notice to the public, a public hearing was held on Tuesday, November 18, 2014, during a meeting of the City Council, during which all interested parties and citizens were allowed to appear and be heard; and WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate a 138,490 -square foot portion (3.179 acres) of an existing 60 -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 Scott Humpal, ("Owner"), a 138,490 -square foot portion (3.179 acres) out of a part of Lot 8, Blk. 1, Wildcat Industrial Park, located north of the Sedwick Road public street right-of-way, and west of the Southern Minerals Road public street right-of-way, as recorded in Volume 67, Pages 126-127, 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. e. Failure to comply with all the conditions outlined in this Ordinance within the specified time frame will hereby make the Ordinance null and void. 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 ATTEST: Rebecca Huerta City Secretary day of , 20 Nelda Martinez Mayor STATE OF TEXAS COUNTY OF NUECES Field Notes of a closure of 3.179 acres of an existing 60' Utility Easement described in a deed recorded in Volume 1508, Page 394, Deed Records Nueces County, Texas, with a portion being out of Lot 8, Block 1, Wildcat Industrial Park, as shown on a map recorded in Volume 67, Pages 126 — 127, Map Records Nueces County, Texas, and a portion being out of the Scott Humpal 150.372 acre tract as described in a deed recorded in Document No. 2012044135, Deed Records Nueces County, Texas; and being more particularly described as follows: COMMENCING at a 5/8" iron rod found in the north right of way of Sedwick Road, for the southeast corner of the said 150.372 acre tract, THENCE S89°00'33"W, a distance of 570.00' to a point in the north right of way of Sedwick Road, for the southeast corner of the said existing 60' Utility Easement, and for the southeast corner of this closure, and for the POINT OF BEGINNING of this tract; THENCE with the north right of way of Sedwick Road, S89°00'33"W, a distance of 60.00' to a point in the north right of way of Sedwick Road, for the southwest corner of this closure; THENCE with the northeast line of the said existing 60' Utility Easement, N00°26'02"W a distance of 2241.05' to a point in the southeast line of the 3.50 acre Pathfinder Energy tract as described in a deed recorded in Document No. 2010039358, Deed Records Nueces County, Texas, and for the northwest corner of this closure; THENCE N24°00'24"E, a distance of 179.66' to a point in the southeast line of Lot 1, Block 1, Preston Park Addition, as shown on a map recorded in Volume 67, Page 63, Map Records Nueces County, Texas, and for the northeast corner of this closure, said point being a point of curvature of a curve to the left with a radius 160.00', from WHENCE a 5/8" iron rod found in the south right of way of Leopard Street, for the northeast corner of the said Lot 1, Block 1, Preston Park Addition, and for an outside corner of the said Wildcat Industrial Park bears N24°00'16"E, a distance of 461.63'; THENCE with said curve to the left a distance of 68.25 feet, with a chord bearing of SI1°47'07"W, and a chord distance of 67.73' to a point in the north right of way of Spindletop Road, and for an inside corner of this closure; THENCE with the southeast line of the said existing 60' Utility Easement, S00°26'02"W a distance of 2337.83' to the POINT OF BEGINNING of this easement, and containing 3.179 acres of land, more or less. Notes: 1.) Bearings are based on global positioning system NAD83 (93) 4205 datum. 2.) A Map of equal date accompanies this Metes and Bounds description. I, Ronald E. Brister do hereby certify that this survey of the property legally described herein is correct to the best of my knowledge and belief. 0naC1?G.f)rirabi- Ronald E. Brister, RPLS No. 5407 Date: August 22, 2014. JOB NO. 141393 EXHIBIT A SURVEY OF A CLOSURE OF 3.179 ACRES OF AN EXISTING UTILITY EASEMENT DESCRIBED IN A DEED RECORDED IN VOLUME 1508, DEED RECORDS NUECES COUNTY, TEXAS, WITH A PORTION BEING OUT OF LOT 8, BLOCK 1, WILDCAT INDUSTRIAL PARK, AS SHOWN ON A MAP RECORDED IN VOLUME 67, PAGES 126 - 127, MAP RECORDS OF NUECES COUNTY TEXAS, AND A PORTION BEING OUT OF THE SCOTT HUMPAL 150.372 ACRE TRACT AS DESCRIBED 1N A DEED RECORDED IN DOCUMENT NO. 2012044135, DEED RECORDS NUECES COUNTY, TEXAS. SCALE 1" = 400' CI R= 160.00 L=68.25 TAN=34.65 0.00=24'26'19" CB=S11°47'07"W, 67.73 Ll S24°00'16"W 461.63' L2 N24°00'24"E 179.66' (MEAS) O= 518' IRON ROD FOUND • = POINT 44/ LOTI,BLKI J / VOL 67, PAGE 63 M.R.N.C.T. 4 h/ Oct/� c.; �/4r .47Z31/ ROUG OAD REMAINDER OF SCOTT HUMPAL 150.372 ACRE TRACT OUT OF TRACTS 5, 6, & 7, H.L KINNEY SECTIONALIZED LANDS DOC. NO. 2012044135 D.R.N.C.T. / / / / / / / / / / / / C1 <FOp w• RO S�R� Ivey Fl • LOT 9, BLK 1 VOL 68, PAGE 127 M.R.N.C.T. LOT 8, BLK 1 VOL. 68, PAGE 127 M.R.N.C.T. 3.179 ACRES 138,490 S.F. 8 1.3 0 m 00 700 P O.B. nistuo HYiT'E. S89°00 33"W 60.00' (MEAS) SEDWICK ROAD 50 RIO1IT OF WAY 570.00' m SURVEY DA It Brister Surveying 4659 Everhart Suit< 100 Corpus Christi, Tezu 7841 I Off361-850-1800 Fiui 361-850-1802 Brist<rsurv<ying( 0<urpu.twdx.wm Firm Registration Nu. 111072800 EXHIBIT B AUGUST 22, 2014 JOB NO. 141393 NOTES: 1.) TOTAL SURVEYED AREA 1S 3.179 ACRES. 2.) MEASURED BEARINGS ARE BASED ON GLOBAL postmIO 1i NG SYSTEM NAD 83 (93) 4205 DATUM. 3.) A METES AND BOUNDS DESCRIPPION OF EOUAL DATE ACCOMPANIES THIS SURVEY. "PHIS SURVEY DOES NOT INCLUDE THE RESEARCH, INVESTIGATION, OR LOCATIONS OF ALL SERVITUDES, EASEMENTS, RIGHT OF WAYS, OR UTILITIES ON THIS PROPERTY. 1, RONALD E. BRISTER DO HEREBY CERTIFY THAT THIS SURVEY OF THE PROPERTY LEGALLY DESCRIBED HEREIN 1S CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF. RONALD E. BRISTER RP.LS. N0.5407 AGENDA MEMORANDUM First Reading for the City Council Meeting of November 18, 2014 Second Reading for the City Council Meeting of December 9, 2014 DATE: October 27, 2014 TO: Ronald L. Olson, City Manager FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Amending Chapter 55-111 of the City Code of Ordinances regarding water service outside the City limits CAPTION: Ordinance to amend Chapter 55 of the City Code of Ordinances, regarding water contracts for customers located outside city limits but within the city's water service area. PURPOSE: The purpose of this item to revised the existing language that included details on future annexation requirements. It was determined that this language was not required. RECOMMENDATION: Approval of the revised language and amendment. BACKGROUND AND FINDINGS: The existing language has a requirement that the property owner would allow any future annexation. After legal review, it was determined that the language was not required. ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The proposed text amendments conform to City policy and State law. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Z Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance to amend Chapter 55 of the City Code of Ordinances, regarding water contracts for customers located outside city limits but within the city's water service area. Section 1. That Chapter 55 of the City Code of Ordinances, Section 55-111, titled "Contract requirements where land is partly or wholly beyond city", is revised. The new language is shown in underlined text and the deleted provisions are shown in struck through text, both as follows: ARTICLE VIII. WATER SERVICE OUTSIDE CITY Sec. 55-110. Land of applicant must be platted. Except as hereinafter provided, every lot, parcel or tract of land outside of the city limits for which application for water service is made to the city must be platted in accordance with the platting ordinance of the city and the final plat thereof duly filed in the Nueces County Plat Records, or in the plat records of any other county where the said property, whether lot, parcel or tract, lies, if not within Nueces County. (Code 1958, § 38-61; Ord. No. 11139, § 2, 11-1-1972; Ord. No. 12281, § 2, 9-25-1974) Sec. 55-111. Contract requirements where land is partly or wholly beyond city. Prior to construction which includes delivery of city water to any property which lies partly or wholly beyond the corporate limits of the city, an application must be submitted to Development Services Department for a written service contract between the city and all owners and record mortgagees and lienholders of such property shall to be entered into whereby said owners, mortgagees and lienholders agree: (1) To construct all improvements on such property in accordance with all city codes and regulations and to obtain all city permits as though said property were inside the city, and (2) To allow inspections of all of such construction by duly authorized inspectors or representatives of city departments charged with enforcement of said codes, and (3) To annex said property with the effective date of such anncxation being the datc when the property becomes adjacent to the city limits, or will becomc adjacent to the city limits by any type of simultaneous annexation of other propertics or at a later datc to be solely determined by the city council. Every such executed contract shall be filed with the city secretary prior to delivery of water by the city and filed of record in the county deed records by the owners, mortgagees and lienholders and shall continue in effect until annexation to the city has been completed. Provided, however, that neither platting nor such contract shall be required wherever such property to be served is the subject of an industrial district agreement. in excess, (5) acres and not less than five (5) acres thereof is principally used for port related industry, tonnage through the Port of Corpus Christi, adds value to the product which is processed, would only be allowed inside the city limits of Corpus Christi in Zoning District "I 3", "IH" and provides for itself almost all services normally provided by city. Platting, however, will be required if the tract involved has resulted from a division of land which was legally required to have been platted when such division occurred. At any time when the use of such property is materially changed, as solely and finally determined by the city council, the owners, mortgagees and lienholders, their successors and assigns shall be required to enter into a water service contract within thirty (30) days, containing such additional terms and conditions as the city council may specify, to bring any existing improvements on said property into compliance with all applicable codes within such period of time as the city council deems practicable. As to any improvement, the applicable codes shall be those in effect at the time of commencement of such improvement. In the event such contract is not made within thirty (30) days, city water service shall be terminated by order of the city council. Upon becoming effective, these provisions shall apply to all new customers outside the city. Land owned by governmental entities may be excused from the contractual obligation to be platted or annexed as set out in this article, as determined in the discretion of the city council. (Code 1958, § 38-62A; Ord. No. 11139, § 2, 11-1-1972; Ord. No. 12281, § 2, 9-25-1974; Ord. No. 14720, § 1, 1-17-1979; Ord. No. 21843, § 1, 1-4-1994) Section 2. This ordinance takes effect upon date of final City Council approval. Publication shall be provided as required by the City Charter. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 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 City Secretary Nelda Martinez Mayor AGENDA MEMORANDUM Future Item for the City Council Meeting of November 18, 2014 Action Item for the City Council Meeting of December 09, 2014 DATE: October 31, 2014 TO: Ronald L. Olson, City Manager FROM: Michael Armstrong, Chief Information Officer MichaelAR@cctexas.com (361) 826-3740 Approving the purchase of Cisco SmartNet maintenance. CAPTION: Motion authorizing the City Manager or designee to approve the purchase of twelve months Cisco SmartNet maintenance from Computer Solutions of San Antonio, Texas, DIR-TSO- 2542, for a total expenditure of $116,895.78. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. PURPOSE: To provide continued support and maintenance for 130 existing network devices and 2,150 licenses for a twelve month period. BACKGROUND AND FINDINGS: Hardware and software support is required to maintain updates for network equipment that includes security, software and hardware updates and support services for critical network infrastructure. The Cisco SmartNet purchase will ensure that the City of Corpus Christi has support for the core network equipment located at City Hall, Police Department, Fleet Services, Holly Pump Station, Flour Bluff water tower, Frost Building Emergency Operation Center, and the O.N. Stevens Water Plant. Only critical equipment has been identified for maintenance that requires 24x7 support. ALTERNATIVES: Operate with no vendor support for network equipment. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed purchase confirms with City purchasing policies and procedures. EMERGENCY/NON-EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Municipal Information Systems Department Office of Management and Budget Finance and Purchasing Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $163,500.00 $163,500.00 Encumbered / Expended Amount This item $116,895.78 $116,895.78 BALANCE $46,604.22 $46,604.22 Fund(s):5210 Comments: No matching funds required. RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Computer Solutions DIR quote ■ .410.51 Coff'IpLJC`rEr oIubion € USINESS. TECHNOLOGY. INNOVATION Customer City of Corpus Christi (16975) 1201 Leopard Street Corpus Christi, Texas 78401 (P) 361-826-4091 Customer PO: None Special Instructions: None Computer Solutions 814 Arion Parkway Suite 101 San Antonio, Texas 78216 United States http://www.comsoltx.com Bill To City of Corpus Christi Accounts, Payables 1201 Leopard Street Corpus Christi, Texas 78401 (P) 361-826-4091 Ship To City of Corpus Christi MIS, Data Center 1201 Leopard Street, City Hall Basement Corpus Christi, Texas 78401 Date Oct 9, 2014 11:39 PM CDT Doc # 51729 - rev 2 of 2 Expiration Date Dec 31, 2014 Description 2014-15 Cisco Smartnet Rnwl (10.31.15 CoTerm) SalesRep Jones, David (P) 210-369-0318 (F) 210-369-0389 Customer Contact Trevino, David (P) 361-826-3754 dtrevino@cctexas.com DIR Program: Business Certifications: Sales Order Type: DIR-TSO-2542 Expires 05/05/2018 WBE/SBE/HUB# 1942650013800 Exp:05/13/2018 Drop Ship Terms: Net 30 Days Ship Via: FedEx Ground Carrier Account #: None Item Description Part # List Price Qty Tax Unit Price Total Reference Document: Smartnet-Rnwl-Quote-CoCC (10.23.14) 1 Smartnet Rnwl - SNT Q18305344 Smartnet Rnwl - SNT $55,871.47 1 No $45,535.25 $45,535.25 2 Smartnet Rnwl - SNT Q18315097 Smartnet Rnwl - SNT $1,349.89 1 No $1,100.16 $1,100.16 3 4 Smartnet Rnwl - SAS Q18305354 Smartnet Rnwl - SAS $767.12 1 No $625.20 $625.20 Smartnet Rnwl - ECMU Q18315095 Smartnet Rnwl - ECMU $66,093.15 1 No $53,865.92 $53,865.92 Smartnet Rnwl SNT 5 Smartnet Rnwl - SNT Q18315094 $10,498.14 1 No $8,555.98 $8,555.98 6 Smartnet Rnwl SNT Smartnet Rnwl - SNT Q18305349 $4,731.48 1 No $3,856.16 $3,856.16 Smartnet Rnwl SNT 7 Smartnet Rnwl - SNT Q18305353 $929.45 1 No $757.50 $757.50 8 Smartnet Rnwl - ISV1 Q18305348 Smartnet Rnwl - ISV1 $3,189.70 1 No $2,599.61 $2,599.61 Cisco DIR-TSO-2542 T)( DIR Contract Expiration: 5/5/2018 Vendor ID: 1942650013800 Computer Solutions Co. Certifications: HUB (Historically Underutilized Business) Certification #1942650013800 Expires 05/13/2018 WBE (Women Business Enterprise) SBE (Small Business Enterprise) Certification #211089371 - Expires 08/31/2015 Subtotal: $116,895.78 Tax (0.000%): $0.00 Shipping: $0.00 Total: $116,895.78 Thank you for the opportunity to provide this quote. This quote is valid for 30 days. Freight charges are estimates only. Returns are subject to approval and may include a restocking fee. AGENDA MEMORANDUM Future Item for the City Council Meeting of November 18, 2014 Action Item for the City Council Meeting of December 9, 2014 DATE: November 18, 2014 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Certification of 2014 Tax Levy CAPTION: Motion approving the 2014 Ad Valorem Tax Levy of $97,666,247.44 based on the adopted property tax rate of $0.585264 per $100 valuation, in accordance with Section 26.09 (e) of the Texas Tax Code. PURPOSE: Approval of the certified tax levy by the governing body is required by the Texas Tax Code and is the last step in complying with the "Truth -in -Taxation" guidelines as it relates to the adoption of a property tax rate and the assessment of property taxes. BACKGROUND AND FINDINGS: The Texas Tax Code ("the Code") establishes rules for approval of the property tax levy. Section 26.09(e) of the Code requires the tax assessor to submit the unit's tax levy to the governing body for approval. The tax levy is the amount of current property taxes to be collected for the fiscal year (FY), which is derived by applying the adopted property tax rate to the certified appraisal roll. The property tax levy for 2014 that is based upon a property tax rate of $0.585264 per $100 valuation and a net appraised value of $17,045,414,630 is as follows: Tax Levy $64,228,145.05 35,532,530.43 $99,760,675.48 151,901.40 (2,246,329.44) $97,666,247.44 Component Supporting the City's maintenance and operations ($0.376806) Supporting the City's debt service ($0.208458) Add: Net Late Rendition Penalty — Personal Property Accounts Less: Over-65/Disabled Homestead Frozen Levy Loss 2014 Ad Valorem Tax Levy As can be seen above, additional revenue for a late rendition penalty on personal property accounts is considered in the computation of the tax levy. The Chief Appraiser may impose a penalty on a person who fails to timely file the required rendition statement or property report on all tangible personal property used for production of income that the person owns or manages and controls as a fiduciary. The tax assessor shall then add the amount of the penalty to the amount of tax imposed on the property and include that amount on the individual's tax bill. Additionally, the over-65/disabled homestead tax freeze is an important factor in the computation of the tax levy. Fiscal year 2014-2015 reflects the effect of the tenth year of implementation of the over-65/disabled homestead tax freeze. The loss of tax levy due to the tax freeze as compared to prior years is reflected in the following table: Fiscal Year Levy Loss FY 2014-2015 $2,246,329 FY 2013-2014 $1,579,769 FY 2012-2013 $1,225,650 FY 2011-2012 $ 1,508,251 FY 2010-2011 $ 1,663,134 FY 2009-2010 $ 1,740,803 FY 2008-2009 $ 1,500,522 FY 2007-2008 $ 1,210,235 FY 2006-2007 $ 650,651 FY 2005-2006 $ 396,701 It should also be noted that property taxes budgeted in the FY 2014-2015 budget were based on the net appraised property values certified by the Nueces County Appraisal District of $16,969,100,716 — made up of 100% of the values of the properties not under protest and 85% of the values of the properties under protest. The total taxable values certified by the Nueces County Tax Office of $17,045,414,630 include 100% of the values of the properties not under protest and 100% (versus 85%) of the properties under protest. This accounts for the $76,313,914 increase in assessed values certified by the Nueces County Tax Office. In the FY 2014-2015 budget adopted by the City Council on September 23, 2014, the total property tax levy budgeted in all funds (General Fund, Debt Service Fund, Reinvestment Zone #2, and Reinvestment Zone #3) was $94,577,000. When comparing this figure to the certified ad valorem tax levy of $97,666,247, the collection rate certified for the year must be considered. The collection rate certified by the Nueces County Tax Office for FY 2014-2015 is 100%, but a more conservative collection rate of 97.2% was used in the calculation of property tax revenue in the City's operating budget. By applying a 97.2% collection rate to the certified levy, the resulting "net" levy is calculated to be $94,872,949 — which is $295,949 more than the total ad valorem tax revenue adopted in the FY 2014-2015 budget of $94,577,000. Therefore, no budgetary adjustments for ad valorem tax revenue in the General Fund will be needed for FY 2014-2015 at this time. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: • Office of Management and Budget • Legal Department FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - $ 94,577,000 $ - $ 94,577,000 Encumbered/Expended amount of (date) -- - - This item - $ - $ - $ - BALANCE - $ 94,577,000 $ - $ 94,577,000 FUND(S): 1020 "General Fund" $ 59,737,000 2010 "Debt Service Fund" $ 33,050,000 1111 "Reinvestment Zone #2" $ 1,450,000 1112 "Reinvestment Zone #3" $ 340,000 COMMENTS: Not applicable RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Certification of Tax Levy for the Tax Year 2014 Nueces County Courthouse 901 Leopard, Suite 301 Corpus Christi, TX 78401 Kevin Kieschnick Assessor and Collector of Taxes CERTIFICATION OF TAX LEVY FOR THE TAX YEAR 2014 CITY OF CORPUS CHRISTI Total Appraised Value (4) 100% of Market Value Less: Partial Exemptions Ag -Use account value loss and abatements Total Net Appraised Value Assessment Ratio Total Taxable Value 2014 Adopted Tax Rate 2014 Ad Valorem Tax Levy Less: Over-65/Disabled Homestead Frozen Levy Loss Plus: Late Rendition Penalty - Personal Property Accounts Less: 5% of Late Rendition Penalty to the Appraisal District Plus: Late Ag Penalty 2014 Total Ad Valorem Tax Levy $ 22,478,193,627 $ 5,432,778,997 $17,045,414,630 100°6 $17,045,414,630 .585264 /$100 $ 99,760,675.48 $ 2,246,329.44 $ 159,806.86 $ 7,990.34 $ 84.88 $ 97,666,247.44 Submission of the Tax Levy for 2014 for approval by the City of Corpus Christi City Council in accordance with Section 26.09(e) of the Texas Property Tax Code. SWORN AND SUBSCRIBED TO before me at Corpus October, A.D., 2014. 000V'''SUZAN COX +°;; : Notary Public, State of Texas J My Commission Expires %'�:a►�';''� October 27, 2015 THE STATE OF TEXAS COUNTY OF NUECES Kevin KiescIiituk Nueces County Tax Assessor -Collector Christi, Texas this 14 -11 ---day of Administration (361) 888-0307 (361) 888-0308 Notary Public,tate of Texas The Tax Levy is hereby approved by the City of Corpus Christi City Council on this , A.D., 2014 ATTEST: City Secretary, City of Corpus Christi For information contact: Motor Vehicle voice (361) 888-0-159 fax (361) 888-0482 day of Mayor, City of Corpus Chrsiti Propertv Tax (361) 888-0230 (361) 888-0218 Voter Registration (361) 888-040-1 (361) 888-0339