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HomeMy WebLinkAboutAgenda Packet City Council - 12/16/2014Corpus Christi Meeting Agenda - Final City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, December 16, 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 Jason Teague, Asbury United Methodist Church. C. Pledge of Allegiance to the Flag of the United States to be led by Bill Green, Interim Director of Environmental & Strategic Initiatives. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. E. Proclamations / Commendations: (NONE) 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 12/12/2014 City Council Meeting Agenda - Final December 16, 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. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. Employee Recognition: INFOR Software Implementation Team b. Other H. EXECUTIVE SESSION: (ITEMS 1 -5) 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. 1. 14-001325 Executive Session pursuant to Section 551.071 of the Texas Government Code and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to renovations and improvements to the Broadway Waste Water Treatment Plant and other parts of the City's Sanitary Sewer Collection System, including employment of attorneys, expert witnesses, and consultants with respect to said renovations and improvements, with possible action and discussion in open session. 2. 14-001327 Executive Session pursuant to Section 551.071 of the Texas Government Code and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to annexation(s), with possible action and discussion in open session. 3. 14-001410 Executive Session pursuant to Section 551.071 of the Texas Government Code to deliberate the lease and/or value of real property where deliberation in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third Corpus Christi Page 2 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 person, including, but not limited to, existing or proposed lease agreements with Signature Flight Support Corporation, Atlantic Aviation FBO Holdings, LLC, and Mercury Air Center - Corpus Christi, Inc. for property at the Corpus Christi International Airport. 4. 14-001411 Executive Session pursuant to Section 551.071 of the Texas Government Code and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning Honorable Melissa Madrigal vs. City of Corpus Christi, with possible action and discussion in open session. 5. 14-001412 Executive session pursuant to Section 551.071 of the Texas Government Code for consultation with attorneys regarding fire collective bargaining negotiations, the Agreement between the City of Corpus Christi and the Corpus Christi Firefighters Association and term(s) thereof, and litigation related thereto, with possible discussion, resolution(s), and other actions in open session concerning any matters related thereto. I. MINUTES: 6. 14-001409 Regular Meeting of December 9, 2014. Attachments: Minutes - December 9, 2014 J. BOARD & COMMITTEE APPOINTMENTS: (NONE) K. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed; may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance; or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting; such agendas are incorporated herein for reconsideration and action on any reconsidered item. L. CONSENT AGENDA: (ITEMS 7 - 50) 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. 7. 14-00079 Authorizing the appointment of a financial advisor for the issuance of Marina revenue bonds to fund the replacement of the "R" pier (Requires 2/3 vote) Motion authorizing the appointment of M. E. Allison, & Co., as Financial Corpus Christi Page 3 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 Advisor for the City of Corpus Christi, Texas Marina System Revenue Bonds, Taxable Series 2014 in an aggregate principal amount not to exceed $2,600,000. Attachments: Agenda Memo - Marina Bonds Financial Advisor December 9, 2014.pdf Exhibit A - Financial Advisor Fee Schedule.pdf 8. 14-001195 Approving a supply agreement for white PVC pipe (Requires 2/3 vote) Motion approving a supply agreement with HD Supply Waterworks, Corpus Christi, Texas for white PVC pipe in accordance with Bid Invitation No. BI -0259-14 based on lowest responsible bid for an estimated annual expenditure of $51,360.00, of which $42,800.00 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. Attachments: Agenda Memo - White PVC Pipe.i df Bid Tabulation - White PVC Pipe.pdf COF - White PVC Pipe.pdf 9. 14-001196 Approving a supply agreement for blue PVC pipe (Requires 2/3 vote) Motion approving a supply agreement with HD Supply Waterworks, Corpus Christi, Texas for blue PVC pipe in accordance with Bid Invitation No. BI -0260-14 based on lowest responsible bid for an estimated annual expenditure of $55,412.00, of which $46,176.66 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. Attachments: Agenda Memo - Blue PVC Pipe.i df Bid Tabulation - Blue PVC Pipe.i df COF - Blue PVC Pipe.pdf 10. 14-001197 Approving a supply agreement for manhole covers (Requires 2/3 vote) Motion approving a supply agreement with Ferguson Enterprises, Corpus Christi, Texas for manhole covers in accordance with Bid Invitation No. BI -0264-14 based on lowest responsible bid for an estimated annual expenditure of $70,415.50, of which $58,679.58 is required for the remainder of FY 2014-2015. The term of the agreement Corpus Christi Page 4 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 shall be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. Attachments: Agenda Memo - Manhole Covers.pdf Bid Tabulation - Manhole Covers.pdf COF - Manhole Covers.pdf 11. 14-001198 Approving a supply agreement for meter boxes and lids (Requires 2/3 vote) Motion approving a supply agreement with Ferguson Enterprises, Corpus Christi, Texas for meter boxes and lids in accordance with Bid Invitation No. BI -0271-14 based on lowest responsible bid for an estimated annual expenditure of $87,913.00, of which $73,260.83 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. Attachments: Agenda Memo - Meter Boxes & Lids.pdf Bid Tabulation - Meter Boxes & Lids.pdf COF - Meter Boxes & Lids.pdf 12. 14-001199 Approving a supply agreement for brass service fittings (Requires 2/3 vote) Motion approving a supply agreement with Ferguson Enterprises, Corpus Christi, Texas for brass service fittings in accordance with Bid Invitation No. BI -0272-14 based on lowest responsible bid for an estimated annual expenditure of $200,860.00, of which $167,383.33 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. Attachments: Agenda Memo - Brass Service Fittings.pdf Bid Tabulation - Brass Service Fittings.pdf 13. 14-00926 Approving a supply agreement for liquid chlorine for use at O.N. Stevens Water Treatment Plant (Requires 2/3 vote) Motion approving a supply agreement with DPC Industries, Inc., Corpus Christi, Texas for liquid chlorine in accordance with Bid Invitation No. BI -0215-14 based on lowest responsible bid for an estimated semi-annual expenditure of $120,744.00. The term of the agreement Corpus Christi Page 5 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 shall be for six (6) months with options to extend for up to nine (9) additional six-month periods, subject to the approval of the supplier and the City Manager or designee. Funds have been budgeted by the Utilities Department in FY 2014-2015. Attachments: Agenda Memo - Liquid Chlorine.pdf Bid Tabulation - Liquid Chlorine.pdf 14. 14-001252 Purchase of four (4) Pickup Trucks (Requires 2/3 vote) Motion approving the purchase of four (4) 2015 Ford F150 Supercrew pickup trucks from Caldwell Country Ford -Chevrolet, Caldwell, Texas for a total amount of $127,776.00. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds have been budgeted in FY 2014-2015. Attachments: Agenda Memo - Purchase of Pickup Trucks Price Sheet - Purchase of Pickup Trucks 15. 14-001269 Lease purchase of Curbside Refuse and Recycle Containers (Requires 2/3 vote) Motion approving the lease purchase of 8,112 96 -gallon curbside refuse containers and 1,870 96 -gallon curbside recycle containers from Toter Incorporated, Statesville, NC for the total amount of $548,223.96. The award is based on the cooperative purchasing agreement with the Houston -Galveston Area Council of Governments (H -GAC). The containers will be used in the City's automated collection program. Funds for the lease purchase of the curbside collection containers will be provided through the City's lease/purchase financing program. Attachments: Agenda Memo - Curbside Refuse and Recycle Containers Price Sheet - Curbside Refuse and Recycle Containers 16. 14-001343 Approving the third amendment to the Municipal Lease Line of Credit Agreement with Frost Bank (Requires 2/3 vote) Motion authorizing the City Manager or designee to execute a third amendment to the existing Municipal Lease Line of Credit Agreement between the City of Corpus Christi and Frost Bank for an estimated annual expenditure of $496,704.13 and authorizing the City Manager or designee to execute future amendments necessary to adjust the annual amount financed as agreed to by the parties. Attachments: Agenda Memo - Third Amendment to the Municipal Lease Line of Credit Agreen Bid Tabulation - Third Amendment to the Municipal Lease Line of Credit Agreerr Third Amendment - to the Municipal Lease Line of Credit Agreement with Frost I Master Lease Purchase Agreement - Amendment 12 17. 14-001330 Authorizing grant application submission for Speed and Driving Corpus Christi Page 6 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 While Intoxicated (DWI) overtime enforcement (Requires 2/3 vote) Resolution authorizing the City Manager, or designee, to submit a grant application to the Texas Department of Transportation (TXDOT) in the amount of $98,081.50 for the 2016 Comprehensive Selective Traffic Enforcement Project (STEP) within the Police Department, for overtime Driving While Intoxicated (DWI) and Speed enforcement, with a city match of $41,247.45, for a total project cost of $139,328.95, and authorizing the City Manager or designee to accept, reject, alter, or terminate the grant. Attachments: Agenda Memo - STEP application 12.09.2014 Resolution - STEP Grant Submit 2015 - Police 18. 14-001284 Approving a professional monitoring contract for Packery Channel Monitoring 2014-2015 (Requires 2/3 vote) Motion authorizing the City Manager, or his designee, to execute a Amendment No.10 to the contract between the City of Corpus Christi and Texas A & M University -Corpus Christi in the amount of $277,084 for a restated fee not to exceed $2,174,867 for Packery Channel Monitoring Fiscal Year 2014-2015. Attachments: Agenda Memo - Packery Channel Monitoring 14-15.pdf Project Budget - Packery Channel Monitoring 14-15.pdf Location Map Packery Channel Monitoring 14-15.pdf Presentation - Packery Channel Monitoring 14-15.pdf 19. 14-001301 Approving a Professional Services Contract for engineering review of City Public Works Projects (Requires 2/3 vote) Motion authorizing the City Manager, or his designee, to execute a Professional Services contract between the City of Corpus Christi and Linda Webster Gurley, P.E. in the amount of $88,000 for the professional engineering review of plans, drawings and specifications of City Public Works Projects on behalf of the City Capital Programs Department. Attachments: Agenda Memo - LWG December 2014.pdf Project Budget - LWG 2014.pdf Presentation - LWG December 2014.pdf Contract - LWG 2014.pdf 20. 14-001210 Engineering suppport services contract for the wastewater collection and treatment system's performance and compliance requirements (Requires 2/3 vote) Motion authorizing the City Manager or designee to execute an engineering support services contract with Pipeline Analysis, LLC of Corpus Christi Page 7 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 Garland, Texas in the amount of $1,200,000 for services to support the wastewater collection and treatment system's performance and compliance requirements. Attachments: Agenda Memo - WVV Staff Program Support Prosect Budget - WW Staff Program Support Location Map - WW Staff Program Support Contract - WW Staff Program Support Presentation - WW Staff Program Support 21. 14-001036 Engineering design contract for Allison Wastewater Treatment Plant Lift Station and Plant Improvements (Requires 2/3 vote) Motion authorizing the City Manager or designee to execute an engineering design conctract with Urban Engineering of Corpus Christi, Texas in the amount of $244,020 for the Allison Wastewater Treatment Plant Lift Station and Plant Improvements for design, bid, and construction administration phase services. Attachments: Agenda Memo - Allison WWTP Prosect Budget - Allison WWTP Location Map - Allision WWTP Contract - Allison WWTP Presentation - Allison WWTP 22. 14-001322 Engineering design contract amendment no. 1 for SH286 water lines and valves adjustments (Requires 2/3 vote) Motion authorizing the City Manager, or designee, to execute Amendment No. 1 with RVE, Inc. of Corpus Christi, Texas in the amount of $10,015.00 for a restated fee of $59,875.00 for the Indefinite Delivery/Indefinite Quantity (ID/IQ) TXDOT Participation Projects - Task Order No. 4 - SH286 Water Lines and Valves Adjustments. Attachments: Agenda Memo - TxDOT Task 4 Prosect Budget - TxDOT Task 4 Contract - TxDOT Task 4 Location Map - TxDot Task 4 Presentation - TxDOT Task 4 23. 14-001108 Construction contract for Old Broadway Wastewater Treatment Plant Decommissioning Trickling Filter Media Removal (Requires 2/3 vote) Motion authorizing the City Manager or designee to execute a construction contract with J.S. Haren Company of Athens, Tennessee in the amount of $1,024,000 for the Old Broadway Wastewater Treatment Plant Decommissioning Trickling Filter Media Removal Re -bid for the Corpus Christi Page 8 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 Base Bid. Attachments: Agenda Memo - Old Broadway WVVfP Prosect Budget - Old Broadway WWTP Location Map - Old Broadway WWTP Presentation - Old Broadway WWTP 24. 14-001271 Approving an amendment and extension to the agreement with Valero Refining - Texas, L.P. for recycled water (Requires 2/3 vote) Motion authorizing the City manager or designee to execute an Amendment and Extension to the Agreement for Exclusive Reservation of Recycled water with Valero Refining -- Texas L.P. (Valero) for 4 million gallons per day (MGD). Attachments: Agenda Memo - Valero Agreement Amendment and Extension - to the Valero agmt Exclusive Reservation - Valero agmt Extension agreement - Valero three months 25. 14-001319 Approving the purchase of Laserfiche Rio software maintenance and support (Requires 2/3 vote) Motion authorizing the City Manager, or designee, to approve the purchase of twelve months Laserfiche Rio software maintenance and support from MCCI, LLC of Tallahassee, Florida, DIR-SDD-2502, for a total expenditure of $74,666.00 for Fiscal Year 2014-2015, with option to purchase continued Laserfiche Rio software maintenance and support from MCCI, LLC annually upon payment of annual fees, subject to appropriation of funds. Funds are available in the Municipal Information systems Department FY2014-2015 budget and will be requested in future budget years. Attachments: Agenda Memo - Laserfiche Maintenance Quote - Corpus ChristiTXLSAP RenewalRiokq 26. 14-001345 Approving the purchase of Tropos Annual Maintenance for Wireless Network (Requires 2/3 vote) Motion authorizing the City Manager or designee to approve the purchase of twelve months Tropos maintenance from ABB Tropos Networks Inc. of Sunnyvale, California, manufacturers of the Tropos radios in use for the wireless network in Corpus Christi, for a total expenditure of $110,000.00. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. Attachments: Agenda Memo - Tropos Maintenance Agreement - Tropos Standard Software Support Quote - Tropos Annual Maintenance 2014 Corpus Christi Page 9 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 27. 14-001348 Approving the purchase of Tropos professional services (Requires 2/3 vote) Motion authorizing the City Manager or designee to approve the purchase of professional services from ABB Tropos Networks Inc. of Sunnyvale, California, manufacturers of the Tropos wireless network installed in Corpus Christi, for a total expenditure of $94,500.00. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. Attachments: Agenda Memo - Tropos Professional Services Exhibit 1 - for Professional Services - HR-CCTX111914PS Exhibit 2 - for Professional Services - Sole Source 111814 Statement of Work - CCTexas SOW 112514v1 28. 14-001309 Type A Grant for Del Mar College's Procurement Technical Assistance Center (PTAC) for 2015 (Requires 2/3 vote) Resolution Approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College Procurement Technical Assistance Center (PTAC) to provide grant up to $37,500 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 PTAC Small Business Incentives Agreement. Attachments: Agenda Memo - PTAC Resolution - PTAC Type A Agreement - PTAC Support Agreement - PTAC 29. 14-001323 Resolution amending City Council Policy No. 9 Resolution amending City Council Policy No. 9, entitled Community Development Block Grant and HOME Programs by revising the language regarding housing to include "affordable" housing in the opening paragraph and section d., and by changing the department name in section g.; and reaffirming the objectives and guidelines of the policy. Attachments: Agenda Memo - City Council Policy No. 9 Resolution Amendment Resolution - amending Council Policy No 9 30. 14-001335 Approving an Affordable Housing Agreement between the City of Corpus Christi and the Corpus Christi Business & Job Development Corporation (Requires 2/3 vote) Motion to approve the agreement between the City of Corpus Christi Corpus Christi Page 10 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 and the Corpus Christi Business and Job Development Corporation for the Type A Affordable Housing Program Services. Attachments: Agenda Memo - City and Type A Agreement Agreement 2014-2015 with HCD for Affordable Housing Exhibit A - Type A Program Guidelines 7 7 2014 Existing Inventory and New Co Certification of Funds - Affordable Housing 31. 14-001315 Second Reading Ordinance - Rezoning for Residential and Neighborhood Commercial Uses at 10125 Up River Road (1st Reading 12/9/14) (Requires 2/3 vote) Case No. 1114-01 MVR Construction Company: A change of zoning from the "CN -1" Neighborhood Commercial District, "RS -6" Single -Family 6 District, "RS -TF" Two -Family District to the "RS -4.5" Single -Family 4.5 District on Tract 1; and from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District on Tract 2. The property is described as Tract 1: Being 14.47 acres out of Tract 3, McKinzie Partition and a portion of Lot 2, Block 7, Maple Hills Subdivision Unit 2 and all of Lot 4, Block 7, Maple Hills Subdivision Unit 2; and Tract 2: Being 2.86 acres out of Tract 3, McKinzie Partition, located along the east side of Deer Run Drive and south of Up River Road. Planning Commission and Staff Recommendation (November 5, 2014): Approval of the change of zoning from the "CN -1" Neighborhood Commercial District, "RS -6" Single -Family 6 District, "RS -TF" Two -Family District to the "RS -4.5" Single -Family 4.5 District on Tract 1; and from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District on Tract 2 Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by MVR Construction Company ("Owner"), by changing the UDC Zoning Map in reference to Tract 1: Being 14.47 acres out of Tract 3, McKinzie Partition and a portion of Lot 2, Block 7, Maple Hills Subdivision Unit 2 and all of Lot 4, Block 7, Maple Hills Subdivision Unit 2 and Tract 2: Being 2.86 acres out of Tract 3, McKinzie Partition, from the "CN -1" Neighborhood Commercial District, "RS -6" Single -Family 6 District, "RS -TF" Two -Family District to the "RS -4.5" Single -Family 4.5 District on Tract 1; and from the "RS -6" Single -Family District to the "CN -1" Neighborhood Commercial District on Tract 2; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Corpus Christi Page 11 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 Attachments: Agenda Memo - MVR Construction Company Ordinance - MVR Construction Company Presentation - MVR Construction Company Zoning Report - MVR Construction Company 32. 14-001316 Second Reading Ordinance - Rezoning from Farm -Rural to Residential Estate at 1728 Rand Morgan Road (1st Reading 12/9/14) (Requires 2/3 vote) Case No. 1114-04 Benjamin Bearden and Karri Davis: A change of zoning from the "FR" Farm -Rural District to "RE" Residential Estate District. The property is described as being a 1.62 -acre tract of land out of the original 58.07 -acre F.J. Picha Tract, located on the east side of Rand Morgan Road between Goodnight Loving Trail and McNorton Road. Planning Commission and Staff Recommendation (November 5, 2014): Approval of the change of zoning from the "FR" Farm -Rural District to "RE" Residential Estate District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Benjamin Bearden and Karri Davis, ("Owners"), by changing the UDC Zoning Map in reference to a 1.62 -acre tract of land out of the original 58.07 -acre F.J. Picha Tract, from the "FR" Farm -Rural District to the "RE" Residential Estate District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo - Beniamin Bearden and Karri Davis Ordinance - Benjamin Bearden and Karri Davis Presentation - Benjamin Bearden and Karri Davis Zoning Report - Benjamin Bearden and Karri Davis 33. 14-001312 Second Reading Ordinance - Rezoning from Farm Rural to Single -Family at Rancho Vista Subdivision, South of Yorktown Boulevard, East of Rodd Field Road (1st Reading 12/9/14) (Requires 2/3 vote) Case No. 1114-03 Related Investors, Ltd.: A change of zoning from the "FR" Farm Rural District to the "RS -4.5" Single -Family 4.5 District, not resulting in a change to the Future Land Use Plan. The property is described as being 13.18 acres out of Lots 3 and 4, Section 24, Flour Bluff and Encinal Farm and Garden Tracts, located east of Rodd Field Road and south of Idle Hour Drive. Planning Commission and Staff Recommendation (November 5, 2014): Corpus Christi Page 12 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 Approval of the change of zoning from the "FR" Farm Rural District to the "RS -4.5" Single -Family 4.5 District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Related Investors, Ltd. ("Owner"), by changing the UDC Zoning Map in reference to a 13.18 -acre tract of land out of Lots 3 and 4, Section 24, Flour Bluff and Encinal Farm and Garden Tracts, from the "FR" Farm Rural District to the "RS -4.5" Single -Family 4.5 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo - Related Investors, Ltd. Ordinance - Related Investors, Ltd. Presentation - Related Investors, Ltd. Zoning Report - Related Investors, Ltd. 34. 14-001331 Second Reading Ordinance - Amending the Unified Development Code: Trust Fund Policy (1st Reading 12/9/14) (Requires 2/3 vote) Ordinance amending the Unified Development Code (UDC) revising subsections 8.5.1.0 and 8.5.2.1 clarifying the transfer of monies from trust funds; providing for severance, publication, and effective date. Attachments: Agenda Memo - UDC Text Amendments, Trust Fund Transfers Ordinance - UDC Text Amendments, Trust Fund Transfers 35. 14-001334 Second Reading Ordinance - Accepting and appropriating additional grant funding for Police Departments role in the High Intensity Drug Trafficking Area (HIDTA) (1st Reading 12/9/14) (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept additional grant funding in the amount of $3,000 from the Executive Office of the President, Office of National Drug Control Policy, to support the Police Departments role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area (HIDTA); and appropriating the $3,000 in the No. 1061 Police Grants Fund. Attachments: Agenda Memo - HIDTA add funds 12.09.2014 Ordinance - HIDTA additional grant 2014 - Police Award letter - HIDTA 12.9.2014 36. 14-001310 Second Reading Ordinance - Accepting and Appropriating donation for Smoke Alarm Program (1st Reading 12/9/14) (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to accept a Corpus Christi Page 13 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 donation from HEB Grocery Company LP in the amount of $10,000.00 to be used to support the Corpus Christi Smoke Alarm Program; and appropriating $10,000.00 from HEB Grocery Company LP into the Fire Grant Fund No 1062 Attachments: Agenda Memo - HEB Donation Ordinance - HEB Donation 37. 14-001311 Second Reading Ordinance - Accepting and appropriating donation for training firefighter in ship board training (1st Reading 12/9/14) (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to accept a grant for Koch Companies Public Sector, LLC 2014 Helping Heroes Grant Program in the amount of $10,000.00 to be used to train firefighters in ship board firefighting; and appropriating $10,000.00 from Koch Companies Public Sector, LLC into the Fire Grant Fund No. 1062. Attachments: Agenda Memo - Koch Donation Ordinance - Koch Donation 38. 14-001279 Second Reading Ordinance - Accepting and appropriating State grant for Women, Infants, and Children (WIC) program (1st Reading 12/9/14) (Requires 2/3 vote) Ordinance authorizing the City Manager, or his designee, to execute all documents necessary to accept and appropriate a grant in the amount of $963,369.00 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide funds for the Women, Infants, and Children (WIC) program for the contract period of October 1, 2014 to September 30, 2015; and to ratify acceptance of the grant to begin as of October 1, 2014. Attachments: Agenda Memo - WIC FY15.pdf Ordinance - WIC FY15.pdf Contract - WIC FY14-15.pdf 39. 14-001281 Second Reading Ordinance - Accepting and appropriating State grant for Health Education (1st Reading 12/9/14) (Requires 2/3 vote) Ordinance authorizing the City Manager, or his designee to execute all documents necessary to accept and appropriate a grant in the amount of $50,000 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide funds for evidence -based community systems and environmental change strategies that address one or more Texas Healthy Communities priority indicators for the contract period of October 1, 2014, through September 30, 2015; and to ratify acceptance of the grant to begin as of October 1, 2014. Corpus Christi Page 14 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 Attachments: Agenda Memo - Texas Healthy Communities grant FY15.pdf Ordinance - 14-15 Texas Health Communities..pdf Statement of Work - Corpus Christi SOW.pdf Budget - Corpus Christi .pdf General Provisions - FY2015 GPs Subrecipientf11.pdf Contract - Corpus Christi Signature Page.pdf 40. 14-001321 Second Reading Ordinance - Approving grant award and appropriation of funds for the Texas Medicaid Managed Care Initiative 1115 Waiver - Obesity Project (1st Reading 12/9/14) (Requires 2/3 vote) Ordinance authorizing the advance of up to $885,000 from the No.1020 General Fund to the Texas Health and Human Services Commission (TX HHSC) and in turn the Centers for Medicare and Medicaid Services (CMS) for the City's local match for City projects under the Corpus Christi -Nueces County Public Health District's (CCNCPHD) 1115 Transformation Waiver; funds to be repaid from the CMS within 2 months of the advance for the City's local match; Additionally,authorizing the City Manager, or his designee,to execute all documents necessary to accept and appropriate the award fund upon receipt in the amount of approximately $885,000 from CMS and the TXHHSC to implement a program to reduce and prevent obesity in children and adolescents for the period of October 1,2014 through September 30,2015; and to ratify acceptance of the award fund to begin as of October 1,2014. Attachments: Agenda Memo - 1115 Waiver FY15.pdf Ordinance - FY2014-15 (1115 Waiver) Final.pdf COF - 1115 Waiver Contract FY15.pdf 41. 14-001307 Second Reading Ordinance - Accepting and appropriating State reimbursement grant funds for Title XX Meals on Wheels program (1st Reading 12/9/14) (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a $229,140 reimbursement grant awarded by the Texas Department of Aging and Disability Services, Title XX Meals on Wheels Program and appropriating it in the No. 1067 Parks and Recreation Grants Fund for the FY 2015 Senior Community Services, Title XX Meals on Wheels Program. Attachments: Agenda Memo - FY 15 Title XX Grant Appropriation Ordinance - 2015 Title XX Contract Attachment - 2015 Title XX Contract 42. 14-00080 Second Reading Ordinance - Authorizing the issuance of Marina revenue bonds to fund the replacement of the "R" pier (1st Reading Corpus Christi Page 15 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 12/9/14) (Requires 2/3 vote) Ordinance authorizing the issuance of City of Corpus Christi, Texas Marina System Revenue Bonds, Taxable Series 2014 in an aggregate principal amount not to exceed $2,600,000; providing for the payment of the principal of and interest on the bonds by a first and prior lien on and pledge of the net revenues of the City's Marina System; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; providing the terms and conditions of such bonds and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery thereof; authorizing the execution of a paying agent/registrar agreement, an escrow agreement, and a purchase and investment letter; and providing an effective date. Attachments: Agenda Memo for Authorization for Marina Bonds Dec 9, 2014 1.pdf Marina Ordinance.pdf 43. 14-001304 Second Reading Ordinance - Design -Build Agreement for Pier R Replacement at the Marina (1st Reading 12/9/14) (Requires 2/3 vote) Ordinance appropriating $502,496 from a Texas Parks and Wildlife Department Grant for transient boat slips and $162,770 from a separate Texas Parks and Wildlife Department Grant for a wastewater pump out station in the No. 1058 Marina Grant Fund; changing the FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 to increase revenues and expenditures by $665,266 each; and authorizing the City Manager, or designee, to execute a Design/Build agreement with Jacob White Construction Company of Friendswood, Texas in the amount of $3,208,065.32 for the Marina Pier R Replacement project for the total base bid only. Attachments: Agenda Memo - Pier R Replacement.pdf Location Map - Pier R Replacement.pdf Ordinance - appropriate grants Prosect Budget - Pier R Replacement.pdf Award Letter No. 1.pdf Contract - Pier R Replacement Full Document PowerPoint - Pier R Replacement 44. 14-001328 Second Reading Ordinance - Granting two revocable Easements to Eagle Ford Pipeline, LLC for constructing two pipelines across tthe northern edge of the City's park (1st Reading 12/9/14) (Requires 2/3 vote) Ordinance granting two Revocable Easements to Eagle Ford Pipeline, LLC to construct, operate, maintain, repair and remove two (2) 20 -inch pipelines across the north edge of a City park known as Hudson Park located south of Leopard Street and west of Main Drive; for the amount Corpus Christi Page 16 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 of $38,412 as compensation to the City; authorizing the City Manager or designee to execute the two Revocable Easement instruments and other related documents for the conveyance of the revocable easements. Attachments: Agenda Memo - Eagle Ford Easement Ordinance - Eagle Ford Easement City Council Exhibit.pdf Revocable Easement. 19069. 2014.pdf Revocable Easement. 51994. 2012.pdf 45. 14-001305 Second Reading Ordinance - Amending a Revocable Easement to allow an additional pipeline in easement (1st Reading 12/9/14) (Requires 2/3 vote) Ordinance amending the Revocable Easement conveyed to TexStar Midstream Utility, LP under Ordinance No. 029956 approved by City Council on September 17, 2013, to allow an additional six (6) inch pipeline in the existing easement area that crosses two tracts of City owned land located southwest of the O.N. Stevens Water Treatment Plant; providing for compensation in the amount of $26,250 paid to the City; authorizing the City Manager or designee to execute the amended Revocable Easement instrument and other related documents for the conveyance of the amended easement. Attachments: Agenda Memo - Easement Ordinance - Easement Revocable Easement. Amd No. 1. Tract 91.pdf Revocable Easement. Amd. No. 1. Tract 92.pdf Council Exhibit.pdf 46. 14-001278 Second Reading Ordinance - Engineering construction contract for Citywide Signage Upgrade (1st Reading 12/9/14) (Requires 2/3 vote) Ordinance appropriating $189,229.31 of anticipated revenues from the Texas Department of Transportation in the No. 1041 Street Fund; amending FY 2014-2015 Operational Budget adopted by Ordinance No. 030294 to increase revenues and expenditures by $189,229.31 each; and authorizing the City Manager, or designee, to execute a construction contract with ACM HUB, LLC of San Antonio, Texas in the amount of $236,536.64 for the Citywide Signage Upgrade (Street Preventative Maintenance Program Project) for the total base bid. Corpus Christi Page 17 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 Attachments: Agenda Memo - Citywide Signage Upgrade.pdf Prosect Budget - Citywide Signage Upgrade.pdf Ordinance - Citywide Signage Upgrade.pdf Location Map - Citywide Signage Upgrade.pdf Presentation - Citywide Signage Upgrade.pdf 47. 14-001329 Second Reading Ordinance - Engineering construction contract for Citywide Street Overlay (1st Reading 12/9/14) (Requires 2/3 vote) Ordinance appropriating $814,471.04 of anticipated revenues from the Texas Department of Transportation in the No. 1041 Street Fund; amending FY 2014-2015 Operational Budget adopted by Ordinance No. 030294 to increase revenues and expenditures by $814,471.04 each; and authorizing the City Manager, or designee, to execute a construction contract with Haas -Anderson Construction, LTD of Corpus Christi, Texas in the amount of $1,018,088.80 for the Citywide Street Overlay (Street Preventative Maintenance Program) project for the total base bid. Attachments: Agenda Memo - Street Overlay Ordinance - Street Overlay Prosect Budget - Street Overlay Location Map Citywide Street Overlay Presentation - Citywide Street Overlay 48. 14-001337 Second Reading Ordinance - Contribution Agreement with TxDOT for US 181 Harbor Bridge Replacement Project (1st Reading 12/9/14) (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute a Contribution Agreement with the Texas Department of Transportation for the U.S. 181 Harbor Bridge Replacement Project to establish terms for the dedication and conveyance of City property at T. C. Ayers Park, a portion of Oveal Williams Senior Center parking lot, and other rights-of-way, and to provide certain terms regarding utility relocations and adjustments. Attachments: Agenda Memo - Harbor Bridge Agreement w TxDOT Contribution Agreement - US 181 Harbor Bridge Presentation - Harbor Bridge Update Ordinance TXDOT Contribution Agreement 49. 14-001303 Second Reading Ordinance - Continuing Texas Municipal Retirement System (TMRS) Updated Service Credits for Current Participants and Increases for Prior and Current Annuities (1st Reading 12/9/14) (Requires 2/3 vote) Corpus Christi Page 18 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 Ordinance authorizing and allowing, under the Act governing the Texas Municipal Retirement System, "Updated Service Credits" in said system for service performed by qualifying members of such system who presently are members of the City of Corpus Christi; providing for increased prior and current service annuities for retirees and beneficiaries of deceased retirees of the City; establishing an effective date for such actions; and providing for severance. Attachments: Agenda Memo Exec Summary Form - ACTION ITEM - TMRS Ordinance - TMRS 2014 50. 14-001308 Second Reading Ordinance - Appropriating funds for the Infor Enterprise Resource Planning (ERP) implementation (1st Reading 12/9/14) (Requires 2/3 vote) Ordinance appropriating $1,205,587 from the Unreserved Fund Balance in the Utility Funds and $1,077,424 in the Unreserved Fund Balance in the General Fund No. 1020, and transferring to and appropriating in the MIS Fund No. 5210 for the Infor Enterprise Resource Planning (ERP) implementation; changing the FY 2014-2015 Budget adopted by Ordinance No. 030294 to increase appropriations by $2,283,011. Attachments: Agenda Memo - Infor ERP Funding for FY1415 Ordinance - Infor ERP for FY2014-2015 Funding M. PUBLIC HEARINGS: (ITEMS 51 - 53) 51. 14-001344 Public Hearing and First Reading Ordinance - Rezoning from Farm Rural to Commercial located at 3718 Airline Road (Requires 2/3 vote) Case No. 1114-06 Robert S. Browning: A change of zoning from the "FR" Farm Rural 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 19.27 -acre tract of land out of Lots 25 and 26, Section 20, Flour Bluff and Encinal Farm and Garden Tracts, located along the north side of Slough Road between Airline Road and Rodd Field Road. Planning Commission and Staff Recommendation (November 19, 2014): Approval of the change of zoning from the "FR" Farm Rural District to the "CG -2" General Commercial District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Ronald S. Browning ("Owner"), by changing the UDC Zoning Map in reference to a 19.27 -acre tract of land out of Lots 25 and 26, Section 20, Flour Bluff and Encinal Farm and Garden Tracts from the "FR" Farm Rural District to the "CG -2" General Commercial District; Corpus Christi Page 19 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo - Ronald S. Browning Ordinance - Ronald S. Browning Presentation - Ronald S. Browning Planning Commission Final Report - Ronald S. Browning 52. 14-001346 Public Hearing and First Reading Ordinance- Rezoning from Residential to Light Industrial at 4017 Waldron Road (Requires 3/4 vote) Case No. 1114-02 James D. Preis: A change of zoning from the "RS -6" Single -Family 6 District and the "RMH" Manufactured Home District to the "IL" Light Industrial District, resulting in a change to the Future Land Use Plan. The property is described as being a 5.007 -acre tract of land out of Lot 17, Section 52, Flour Bluff & Encinal Farm & Garden Tracts, located on the southeast corner of Yorktown Boulevard and Waldron Road. Planning Commission and Staff Recommendation (November 19, 2014): Denial of the change of zoning from the "RS -6" Single -Family 6 District and "RMH" Residential Manufactured Home District to the "IL" Light Industrial District, and in lieu thereof, approval of a change of zoning to the "CN-1/SP" Neighborhood Commercial District with Special Permit for a boat storage facility subject to a site plan and seven conditions. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by James D. Preis ("Owner"), by changing the UDC Zoning Map in reference to a 5.007 -acre tract of land out of Lot 17, Section 52, Flour Bluff & Encinal Farm & Garden Tracts, from the "RS -6" Single -Family 6 District and the "RMH" Manufactured Home 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 - James D. Preis Ordinance - James D. Preis Ordinance - Special Permit Presentation - Aerial Map Planning Commission Final Report 53. 14-001347 Public Hearing and First Reading Ordinance - Rezoning from Neighborhood Commercial to General Commercial at 5657 South Staples Street (Requires 2/3 vote) Corpus Christi Page 20 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 Case No. 1114-05 Old Lipan Ltd.: A change of zoning from "CN -1" Neighborhood Commercial District and "CN -2" Neighborhood Commercial District to the "CG -2" General Commercial District, resulting in a change to the Future Land Use Plan from Public Semi -Public to Commercial uses. The property is described as Lot 13C, Block 10, Gardendale Subdivision, located at the northwest corner of Holly Road and South Staples Street. Planning Commission and Staff Recommendation (November 19, 2014): Approval of the change of zoning from the "CN -1" Neighborhood Commercial District and "CN -2" Neighborhood Commercial District to the "CG -2" General Commercial District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Old Lipan, Ltd. ("Owner"), by changing the UDC Zoning Map in reference to Lot 13C, Block 10, Gardendale Subdivision, from the "CN -1" Neighborhood Commercial District and the "CN -2" 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. Attachments: Agenda Memo - Old Lipan Ltd. Ordinance - Old Lipan Ltd. Presentation - Aerial Map Planning Commission Final Report N. REGULAR AGENDA: (NONE) The following items are motions, resolutions and ordinances that will be considered and voted on individually. O. ONE READING ACTION ITEM: (ITEM 54) 54. 14-001408 Resolution authorizing City of Corpus Christi election services contract with Nueces County for runoff election. Attachments: Resolution - Runoff Election Agenda Memo - Runoff Election Election Services Contract - Runoff Election P. FIRST READING ORDINANCES: (ITEMS 55 - 59) 55. 14-001384 First Reading Ordinance - Lease Extension with Landry's Seafood and Steak House (Requires 2/3 vote) Ordinance authorizing the City Manager, or this designee, to execute an extension to a five year lease agreement with Landry's Seafood and Steakhouse - Corpus Christi, Inc. ("Landry's) to operate a restaurant Corpus Christi Page 21 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 barge on People's Street T -Head with monthly payments of $6,657.00 through 2016, $7,056.00 through 2018, $7,500.00 through 2019, OR 2.75% of monthly gross sales, whichever is greater. Attachments: Agenda Memo - Landry's Lease Ordinance - Landry's Lease Extension Agreement - Landry's 56. 14-001340 First Reading Ordinance - Cefe Valenzuela Landfill Pavement Life Cycle Replacement (Requires 2/3 vote) Ordinance amending the FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 by transferring $3,936,000 from Public Health & Safety 2014 Certificates of Obligation in Fund 3367 Project #E11061 Cefe Valenzuela Landfill Disposal Cells Interim Cover - Cells 3D, 4A and 4B to the Landfill Pavement / Roadway Life Cycle Replacement Project; authorizing the City Manager, or designee, to execute a construction contract with Haas -Anderson Construction, LTD of Corpus Christi, Texas in the amount of $3,757,566.25 for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project for the base bid; and authorizing the City Manager, or designee, to execute a construction materials testing contract with Tolunay Wong of Corpus Christi, Texas in the amount of $147,075 for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project. Attachments: Agenda Memo Cefe Lifecycle Replacement Ordinance - Cefe Project Budget - Cefe Presentation Cefe Valenzuela Contract Tolunay Wong 57. 14-001260 First Reading Ordinance - Addendum No. 1 to Lease agreement with Atlantic Aviation (Requires 2/3 vote) Ordinance ratifying the addition of Atlantic Aviation FBO Holdings, LLC (the "Lease Guarantor"), as an original party to the lease between the City and Mercury Air Center - Corpus Christi, Inc., doing business as Atlantic Aviation, and authorizing the City Manager, or designee, to execute Addendum No. 1 to the lease in order to join the Lease Guarantor and to correct, clarify, and add specific provisions to the lease; providing for severance; providing for publication; and providing for an effective date. Attachments: Agenda Memo - Atlantic Aviation Lease Addendum Ordinance - Atlantic Aviation Lease Addendum Lease Addendum No. 1 - Atlantic Aviation Partially Executed 58. 14-001261 First Reading Ordinance - Authorizing a five year base term lease agreement with Signature Flight Support Coporation (Requires 2/3 Corpus Christi Page 22 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 vote) Ordinance authorizing the City Manager, or designee, to execute an Amended and Restated Hangar and Fixed Base Operator's Lease with Signature Flight Support Corporation for the operation of a commercial hangar and fixed base aviation operation on the east side of the airfield at the Corpus Christi International Airport, in consideration of an annual rental fee at fair market value based on the current professional property and land appraisal, for a new term of five (5) years; providing for severance; providing for publication; and providing for an effective date. Attachments: Agenda Memo - Signature Flight Support Ordinance - Signature Flight Support Signature Flight Support - Lease Agreement Signature Flight Support - Exhibit 1 Leased Premises Signature Flight Support - Exhibit 2 Appraisal Report Signature Flight Support - Exhibit 3 Structural Report Signature Flight Support - Exhibit 4 Deferred Maintenance Items and Budget Signature Flight Support - Exhibit 5 Fees and Charges 59. 14-001116 First Reading Ordinance - Appropriating Lead Ballast Revenue to Columbus Sailors Association for the Nina Columbus Ship Restoration Fund (Requires 2/3 vote) Ordinance appropriating $18,497 of revenue, from the sale of lead ballast from the Santa Maria, in the No. 1020 General Fund for payment to Columbus Sailing Association for the cost associated with the repair and restoration of the Nina or for staging facilities for the Nina; and changing the FY 2014-2015 operating budget adopted by Ordinance No. 030294 by increasing revenue and expenditures by $18,497 each. Attachments: Agenda Memo - Appropriating Revenue for Nina Restoration Ordinance Q. FUTURE AGENDA ITEMS: (60 - 63) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 60. 14-001356 Approving a Supply Agreement for Hip and Knee Boots Motion approving a supply agreement with Northern Safety and Industrial, Corpus Christi, Texas for hip and knee boots in accordance with Bid Invitation No. BI -0245-14 based on lowest responsible bid for an estimated annual expenditure of $53,963.25, of which $44,969.37 is required for the remainder of FY 2014-2015. The term of the agreement will be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Corpus Christi Page 23 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 Warehouse Inventory and charged out to the various City Departments. Attachments: Agenda Memo - Hip & Knee Boots.pdf Bid Tabulation - Hip & Knee Boots.pdf COF - Hip & Knee Boots.pdf 61. 14-001382 Approving Service Agreement with Child Obesity Prevention Program Provider Motion approving a service agreement with Catholic Charities of Corpus Christi, Inc., to conduct a child obesity prevention program in accordance with Request for Qualifications No. BI -0015-14, for an estimated nine-month expenditure of $80,000, with one option to renew, subject to the approval of the contractor and the City Manager or designee. Funds are budgeted in the Corpus Christi - Nueces County Public Health District (CCNCPHD) 1115 Transformation Waiver Fund. Attachments: Agenda Memo - Child Obesity Prevention Program Provider Price Sheet - Child Obesity Prevention Program Provider Service Agreement - Child Obesity Prevention Program Provider - Catholic Cha 62. 14-001302 Approving a Professional Service Amendment No. 1 for Capital Programs Project Management Services Motion authorizing the City Manager, or his designee, to execute Amendment No. 1 to the Professional Services contract between the City of Corpus Christi and R. H. Shackelford, Inc. in the amount of $512,577 for a total not to exceed $542,577 for Capital Programs Project Management Services. Attachments: Agenda Memo - RH Shackelford Dec 2014 Contract - RHSI Prosect Budget - RH Shackelford Presentation - RH Shackelford Dec 2014 63. 14-001332 Approving money transfers between Trust Fund Accounts Resolution approving the transfer of $700,000 from the Water Arterial Transmission and Grid Main Fund No. 4030 to the Sanitary Sewer Collection Line Trust Fund No. 4220; and the transfer of $400,000 from the Water Distribution Main Trust Fund No. 4030 to the Sanitary Sewer Collection Line Trust Fund No. 4220, in accordance with Section 8.5.1.0 and 8.5.2.1 of the Unified Development Code. Attachments: Agenda Memo - Trust Fund Transfer Resolution - Trust Fund TransferFinal R. BRIEFINGS TO CITY COUNCIL: (ITEMS 64 - 66) The following items are for Council's informational purposes only. Council may give Corpus Christi Page 24 Printed on 12/12/2014 City Council Meeting Agenda - Final December 16, 2014 direction to the City Manager, but no other action will be taken and no public comment will be solicited. 64. 14-001362 Coastal Bend Mitigation Action Plan Annual Update Attachments: Agenda Memo- Coastal Bend Mitigation Action Plan Presentation - Costal Bend Mitigation Action Plan 65. 14-001363 Plan CC - Comprehensive Plan 2035 Attachments: Agenda Memo- Plan CC Presentation - Plan CC 66. 14-001360 FY2015 Consolidated Annual Action Plan Workshop Attachments: Agenda Memo - FY2015 Consolidated Annual Action Plan Presentation - FY2015 Consolidated Annual Action Plan 5 -year Consolidated Action Plan Goals and Objectives HUD Program Eligible Activities and Scoring Criteria TDHCA Housing Tax Credit Program S. 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. T. ADJOURNMENT Corpus Christi Page 25 Printed on 12/12/2014 Corpus Christi Meeting Minutes City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, December 9, 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 Charles "Chip" Blackshear, First Presbyterian Church. Pastor Charles "Chip" Blackshear gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Sandy De Leon, Executive Assistant - Mayor's Office. Sandy De Leon, Executive Assistant in the Mayor's Office, 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 and Council Member Scott would be absent from today's meeting. Present: 7 - Mayor Nelda Martinez,Council Member Kelley AIIen,Council Member Rudy Garza,Council Member David Loeb,Council Member Chad Magill,Council Member Colleen McIntyre, and Council Member Lillian Riojas Absent: 2 - Council Member Priscilla Leal, and Council Member Mark Scott E. Proclamations / Commendations: 1. Proclamation declaring November 6, 2014 as, "Gulf Coast Marine, Inc. 60th Anniversary Day" Proclamation declaring November as, National Hospice Month -Altus Hospice Mayor Martinez presented the proclamations. G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Corpus Christi Page 1 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 a. Other Mayor Martinez deviated from the agenda and referred to City Manager's Comments. 1) Last Saturday, there was a very successful Harbor Lights Illuminated Boat Parade with approximately 3,500 people in attendance. 2) The Library System is going to be receiving a $22,000 reimbursement and City Manager Olson stated that this reimbursement signifies the accomplishment and turn around for the Library Department. 3) City Manager Olson announced the resignation of Parks and Recreation Director Michael Morris and acknowledged Mr. Morris' valued service to the community. City Manager Olson said he will name an Interim Director and begin a full search process to find a replacement for the vacant position. 4) City Manager Olson provided a brief update on the progress on the installation of the new ERP system and said he will be asking those employees working on this project to be recognized at the next Council meeting. P. FUTURE AGENDA ITEMS: (ITEM 52) 52. Approving an amendment and extension to the agreement with Valero Refining - Texas, L.P. for recycled water (Requires 2/3 vote) Motion authorizing the City manager or designee to execute an Amendment and Extension to the Agreement for Exclusive Reservation of Recycled water with Valero Refining -- Texas L.P. (Valero) for 4 million gallons per day (MGD). Mayor Martinez refered to Future Agenda Item No. 52. City Manager Ron Olson stated that staff had a planned presentation. City Secretary Huerta announced that Council Member Riojas was recusing herself from the discussion on this item. This Motion was recommended to the consent agenda. I. MINUTES: 5. Regular Meeting of November 18, 2014 Mayor Martinez deviated from the agenda and refered to approval of the minutes. Council member Magill made a motion to approve the minutes, seconded by Council Member McIntyre and passed unanimously. J. BOARD & COMMITTEE APPOINTMENTS: K. EXPLANATION OF COUNCIL ACTION: L. CONSENT AGENDA: (ITEMS 6 - 12) Approval of the Consent Agenda Mayor Martinez referred to the Consent Agenda. There were no comments from Corpus Christi Page 2 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 the Council or the public. The consent agenda items were approved by one vote as follows: Aye: 7 - Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Absent: 2 - Council Member Leal and Council Member Scott Abstained: 0 6. Approving the purchase of Cisco SmartNet maintenance (Requires 2/3 vote) 7. 8. 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. This Motion was passed on the Consent Agenda. Enactment No: M2014-157 Second Reading Ordinance - Closing a portion of a public right-of-way located east of Rodd Field Road and south of Yorktown Boulevard (1st Reading 11/18/14) (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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030357 Second Reading Ordinance - Closing a portion of a public right-of-way located south of Idle Hour (1st Reading 11/18/14) (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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030358 9. Second Reading Ordinance - Rezoning from Commercial to Corpus Christi Page 3 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 10. 11. Residential at 2645 Rodd Field Road. (1st Reading 11/18/14) (Requires 2/3 vote) 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. This Ordinance was pased on second reading on the Consent Agenda. Enactment No: 030359 Second Reading Ordinance - Amending the Wastewater Collection System Master Plan for Sandy Creek Subdivision (1st Reading 11/18/14) (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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030360 Second Reading Ordinance - Abandoning and vacating a portion of a utility easement located north of Sedwick Road and west of Southern Minerals Road (1st Reading 11/18/14) (Requires 2/3 vote) Corpus Christi Page 4 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 12. 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030361 Second Reading Ordinance - Amending Chapter 55-111 of the City Code of Ordinances regarding water service outside the City limits (1st Reaing 11/18/14) (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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030362 M. PUBLIC HEARINGS: (ITEMS 13 - 16) 13. Public Hearing and First Reading Ordinance - Rezoning for Residential and Neighborhood Commercial Uses at 10125 Up River Road. (Requires 2/3 vote) Case No. 1114-01 MVR Construction Company: A change of zoning from the "CN -1" Neighborhood Commercial District, "RS -6" Single -Family 6 District, "RS -TF" Two -Family District to the "RS -4.5" Single -Family 4.5 District on Tract 1; and from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District on Tract 2. The property is described as Tract 1: Being 14.47 acres out of Tract 3, McKinzie Partition and a portion of Lot 2, Block 7, Maple Hills Subdivision Unit 2 and all of Lot 4, Block 7, Maple Hills Subdivision Unit 2; and Tract 2: Being 2.86 acres out of Tract 3, McKinzie Partition, located along the east side of Deer Run Drive and south of Up River Road. Planning Commission and Staff Recommendation (November 5, 2014): Approval of the change of zoning from the "CN -1" Neighborhood Commercial District, "RS -6" Single -Family 6 District, "RS -TF" Two -Family District to the "RS -4.5" Single -Family 4.5 District on Tract 1; and from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District on Tract 2 Corpus Christi Page 5 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 14. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by MVR Construction Company ("Owner"), by changing the UDC Zoning Map in reference to Tract 1: Being 14.47 acres out of Tract 3, McKinzie Partition and a portion of Lot 2, Block 7, Maple Hills Subdivision Unit 2 and all of Lot 4, Block 7, Maple Hills Subdivision Unit 2 and Tract 2: Being 2.86 acres out of Tract 3, McKinzie Partition, from the "CN -1" Neighborhood Commercial District, "RS -6" Single -Family 6 District, "RS -TF" Two -Family District to the "RS -4.5" Single -Family 4.5 District on Tract 1; and from the "RS -6" Single -Family District to the "CN -1" Neighborhood Commercial District on Tract 2; 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 Services Julio Dimas stated that the purpose of this item is to rezone the subject property to allow for the construction of a single-family subdivision on Tract 1 and neighborhood -type commercial business on Tract 2. Mr. Dimas stated that the Planning Commission and staff are in favor of the zoning change. A council member asked questions regarding the traffic impact study and the number of proposed units for the subdivision. Council Member Garza made a motion to open the public hearing, seconded by Council Member Magill. There were no comments from the public. Council Member Garza made a motion to close the public hearing, seconded by Council Member Magill and passed. This Ordinance was passed on first reading and approved with the following vote: Aye: 7 - Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Absent: 2 - Council Member Leal and Council Member Scott Abstained: 0 Public Hearing and First Reading Ordinance - Rezoning from Farm -Rural to Residential Estate at 1728 Rand Morgan Road (Requires 2/3 vote) Case No. 1114-04 Benjamin Bearden and Karri Davis: A change of zoning from the "FR" Farm -Rural District to "RE" Residential Estate District. The property is described as being a 1.62 -acre tract of land out of the original 58.07 -acre F.J. Picha Tract, located on the east side of Rand Morgan Road between Goodnight Loving Trail and McNorton Road. Planning Commission and Staff Recommendation (November 5, 2014): Approval of the change of zoning from the "FR" Farm -Rural District to "RE" Residential Estate District. Corpus Christi Page 6 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 15. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Benjamin Bearden and Karri Davis, ("Owners"), by changing the UDC Zoning Map in reference to a 1.62 -acre tract of land out of the original 58.07 -acre F.J. Picha Tract, from the "FR" Farm -Rural District to the "RE" Residential Estate District; 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 construction of a single-family dwelling unit. 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. There were no comments from the Council or the public. Council Member Garza made a motion to close the public hearing, seconded by Council member McIntyre and passed. This Ordinance was passed on first reading and approved with the following vote: Aye: 7 - Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Absent: 2 - Council Member Leal and Council Member Scott Abstained: 0 Public Hearing and First Reading Ordinance - Rezoning from Farm Rural to Single -Family at Rancho Vista Subdivision, South of Yorktown Boulevard, East of Rodd Field Road. (Requires 2/3 vote) Case No. 1114-03 Related Investors, Ltd.: A change of zoning from the "FR" Farm Rural District to the "RS -4.5" Single -Family 4.5 District, not resulting in a change to the Future Land Use Plan. The property is described as being 13.18 acres out of Lots 3 and 4, Section 24, Flour Bluff and Encinal Farm and Garden Tracts, located east of Rodd Field Road and south of Idle Hour Drive. Planning Commission and Staff Recommendation (November 5, 2014): Approval of the change of zoning from the "FR" Farm Rural District to the "RS -4.5" Single -Family 4.5 District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Related Investors, Ltd. ("Owner"), by changing the UDC Zoning Map in reference to a 13.18 -acre tract of land out of Lots 3 and 4, Section 24, Flour Bluff and Encinal Farm and Garden Tracts, from the "FR" Farm Rural District to the "RS -4.5" Single -Family 4.5 District; amending the Comprehensive Plan to account for any deviations; and Corpus Christi Page 7 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 16. providing for a repealer clause and publication. Mayor Martinez referred to Item 15. Director of Development Services Dan Grimsbo stated that the purpose of this item is to rezone the subject property to allow for construction of a single-family residential subdivision consisting of 57 units. Mr. Grimsbo stated that the Planning Commission and staff are in favor of the zoning change. Council Member McIntyre made a motion to open the public hearing, seconded by Council Member Garza and passed. 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 and passed. This Ordinance was passed on first reading and approved with the following vote: Aye: 7 - Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Absent: 2 - Council Member Leal and Council Member Scott Abstained: 0 Public Hearing and First Reading Ordinance - Amending the Unified Development Code: Trust Fund Policy (Requires 2/3 vote) Ordinance amending the Unified Development Code (UDC) revising subsections 8.5.1.0 and 8.5.2.1 clarifying the transfer of monies from trust funds; providing for severance, publication, and effective date. Mayor Martinez referred to Item 16. Director of Development Services Dan Grimsbo stated that the purpose of this item is to amend the Unified Development Code to allow for the transfer of monies between the Water and Wastewater Trust Fund accounts to better carry out the purpose of the Unified Development Code. Mr. Grimsbo stated that the Planning Commission is in favor of the text amendment. Council Member Garza made a motion to open the public hearing, seconded by Council Member Allen. There were no comments from the Council or the public. Council Member Garza made a motion to close the public hearing, seconded by Council Member McIntyre and passed. This Ordinance was passed on first reading and approved with the following vote: Aye: 7 - Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Absent: 2 - Council Member Leal and Council Member Scott 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. Corpus Christi Page 8 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 Mayor Martinez referred to comments from the public. Abel Alonzo thanked the Council and public for their support with the Westside Business Association's "Navidad de los Ninos". Mr. Alonzo also thanked City Manager Olson for surrounding himself with the best staff and recommended Stacey Talbert Anaya to fill the position soon to be vacated by Park and Recreation Director Michael Morris. Dylan McGill, Carol Rehtmeyer, and Sarah Coles with the Corpus Christi Museum of Science and History, updated the Council on various activities occurring at the Museum including the "Holiday at the Museum" on December 14th; the "New Year's Eve" Celebration at 12:00 p.m. and 2:00 p.m. on December 31st; the status of the Kaboom playground; the "Orion Space Launch Party"; and other educational activities. Joan Veith complimented the staff at Animal Control Services and Commanders Todd Green and John Houston. Hatcher Shockley, Allen Lizokowski and Rick Robertson spoke in opposition to the proposal to reduce brush pickup days. Bob Allego asked the City Council to look into the issue presented to the Island Strategic Action Committee (ISAC) regarding the installation of a traffic signal at the intersection of Park Road 22 and Aquarius Street. Walter Busby stated that he is the developer of the propertyand that has been meeting with the City's Traffic Engineering Department and the Texas Department of Transportation regarding the proposed traffic signal at the intersection of Park Road 22 and Aquarius Street. Mr. Busby assured the Council that he has researched the traffic modeling and is willing to pay for the traffic light at that intersection. H. EXECUTIVE SESSION: (ITEMS 2 - 4) 2. Mayor Martinez referred to the day's executive sessions. The Council went into executive session. Executive Session pursuant to Section 551.071 of the Texas Government Code and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues involving administrative orders from the U.S. Environmental Protection Agency and Texas Commission on Environmental Quality related to the City's wastewater treatment plants, sanitary sewer overflows, and the City's Sanitary Sewer Collection System, including employment of attorneys, expert witnesses, and consultants utilized or to be utilized with respect to the aforementioned orders and agencies, with possible action and discussion in open session. Mayor Martinez referred to Item 2 and stated that the following motion was discussed for consideration: Motion to authorize the execution, by the City Manager and/or his authorized representive, of professional services agreements with Lloyd Gosselink, HDR, Pipeline Analysis, Barnes & Thornburg, and CDM Smith in amounts not to exceed, respectively, $545,000, $224,598, $30,000, $210,000, and $49,000 for legal and engineering services in Fiscal Year 2014-2015 related to negotiation and potential litigation with the U.S. Environmental Protection Agency and U.S. Department of Justice regarding sanitary sewer overflows and effluent excursions. Council Member Loeb made a motion to approve the motion, seconded by Council Member McIntyre, and passed unanimously. Corpus Christi Page 9 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 3. 4. Aye: 7 - Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Absent: 2 - Council Member Leal and Council Member Scott Abstained: 0 Enactment No: M2014-156 Executive Session pursuant to Section 551.071 of the Texas Government Code and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning Honorable Melissa Madrigal vs. City of Corpus Christi, with possible action and discussion 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 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. Mayor Martinez referred to Item 4. City Manager Olson stated that he filed a resolution with the City Secretary regarding the fire collective bargaining negotiations and the agreement between the City and the Corpus Christi Firefighters' Association for council consideration. Mr. Olson stated that the negoitation process between the staff and the Association has been going on since April 10, 2014 and has been unsuccessful in reaching an agreement. City Manager Olson said he is recommending termnation of the collective bargaining agreement between the City and the Corpus Christi Firefighters' Association and starting a new collective bargaining process to bring the contract up to date to deal with today's conditions. City Manager Olson said the Association and the City are approximately $30 million apart in the negotation process and the he does not believe the City can sustain that request. City Manager Olson said the resolution will have no affect on the Fire Department's services to citizens to the City. The Fire Department employees will continue to receive their current salary and benefits; he proposes a 1.5% increase to start with the next pay period; and all of the pay differentials and add pays in place will remain the same, however, the proposal includes a provision that overtime will be calculated based on hours worked versus hours schedule. City Manager Olson said there is a consideration under IRS regulations that would require the Association to sign a short-term collective bargaining contract that only includes the health insurance plan in order for Fire Department personnel to continue to receive the preminum benefts. Should the Association chose not to sign the short-term contract, the health insurance would revert to the existing city employees' plan. Mayor Martinez stated that the following resolution was discussed for consideration: Resolution of the City Council of the City of Corpus Christi Terminating the Corpus Christi Page 10 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 Collective Bargaining agreement between the City of Corpus Christi and the Corpus Christi Professional Firefighters' Association - Local Union 936 that expired on July 31, 2014; providing for the approval and ratification of a Collective Bargaining Agreement continuing the Citicare Fire Health Insurance Plan for six months; providing the required authorization for a continuation of the pay and benefits for the Civil Service Fire Department and personnel as required by Chapter 143 of the Texas Government Code and providing criteria for eligibility thereof; providing for effective dates; and providing for related matters. Mayor Martinez called for comments from the public. Abel Alonzo spoke in support of the resolution. Council members spoke regarding the following topics: the health care benefits; the impact to the taxpayers if the City had supported the request from the Association; overtime calcuated on hours worked versus hours scheduled; the requested negotiating demands; the process moving forward; the number of fire personnel; and the City providing the public with factual information. City Manager Olson stated that documents regarding the negotiation process are available on the City's website. Mayor Martinez made a motion to approve the resolution, seconded by Council Member Garza. The Resolution was passed and approved with the following vote: Aye: 7 - Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Absent: 2 - Council Member Leal and Council Member Scott Abstained: 0 Enactment No: 030356 O. FIRST READING ORDINANCES: (ITEMS 32 and 26) 32. First Reading Ordinance - Contribution Agreement with TxDOT for US 181 Harbor Bridge Replacement Project (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute a Contribution Agreement with the Texas Department of Transportation for the U.S. 181 Harbor Bridge Replacement Project to establish terms for the dedication and conveyance of City property at T. C. Ayers Park, a portion of Oveal Williams Senior Center parking lot, and other rights-of-way, and to provide certain terms regarding utility relocations and adjustments. Mayor Martinez referred to Item 32. Interim Executive Director of Public Works Valerie Gray stated that the purpose of this item is to authorize the City to enter into a Contribution Agreement with the Texas Department of Transportation (TxDOT) for the City's Participation in funding of the US 181 Harbor Bridge replacement. Ms. Gray introduced TxDOT District Engineer Lonnie Gregorcyk and the Transportation Planning Director of the Metropolitan Planning Organization (MPO) Tom Niskala who were available to respond to questions. Ms. Gray referred to a powerpoint presentation including the reasons for Corpus Christi Page 11 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 relocating the bridge; the project description; the project timeline; the red alternate route; the key City issues; project costs; local participation; the total parks mitigation; the wetlands mitigation being considered; and next steps. Council members spoke regarding the following topics: status of the designation of the natural regional Harbor Bridge Project as one of significance; the required decommissing of parks; the timeframe for the Gateway projects; and the access to off ramps. Mayor Martinez called for comments from the public. Marsha Hardeman asked questions regarding the plans for renaming Loveskold Park and T.C. Ayers Park when the parks are consolidated. Ms. Hardeman said that both families were instrumental in that part of the community. Mr. Niskala said there is an effort to capture the history of that area. Director of Parks and Recreation Michael Morris added that there are plans to incorporate the names of both families into the parks once consolidated. Mayor Martinez said that, though a resolution, the City Council will memorialize direction to the City Manager to ensure both families and publicaly recognized in that area. This Ordinance was passed on first reading and approved with the following vote: Aye: 6 - Absent: 3 - Abstained: 0 Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Council Member Allen, Council Member Leal and Council Member Scott 26. First Reading Ordinance - Authorizing the issuance of Marina revenue bonds to fund the replacement of the "R" pier (Requires 2/3 vote) Ordinance authorizing the issuance of City of Corpus Christi, Texas Marina System Revenue Bonds, Taxable Series 2014 in an aggregate principal amount not to exceed $2,600,000; providing for the payment of the principal of and interest on the bonds by a first and prior lien on and pledge of the net revenues of the City's Marina System; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; providing the terms and conditions of such bonds and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery thereof; authorizing the execution of a paying agent/registrar agreement, an escrow agreement, and a purchase and investment letter; and providing an effective date. Mayor Martinez referred to Item 26. Director of Financial Services Constance Sanchez stated that Item 26 and Future Agenda Item 35 are related to the issuance of up to $2.6 million of Marina System Revenue Bonds to fund the improvements to the Marina's R Pier. Ms. Sanchez said the City is partnering with The Ed Rachel Foundation to provide the funding for this project. The debt will be for a term of 15 years and will be repaid by Marina Revenues. Item 35 is authorizing the appointment of M.E. Allison, & Co., as Financial Advisor. There were no comments for the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 6 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Corpus Christi Page 12 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 Absent: 3 - Council Member Allen, Council Member Leal and Council Member Scott Abstained: 0 N. REGULAR AGENDA: (ITEM 17) 17. 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. Mayor Martinez referred to Item 17. Director of Financial Services Constance Sanchez stated that the purpose of this item is to comply with the last step of the "Truth -in -Taxation" guidelines as it relates to the adoption of a property tax rate and the assessment of property taxes. There were no comments from the Council or the public. This Motion was passed and approved with the following vote: Aye: 6 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Absent: 3 - Council Member Allen, Council Member Leal and Council Member Scott Abstained: 0 Enactment No: M2014-158 O. FIRST READING ORDINANCES: (ITEMS 18 - 25, 27-31, 33 and 34) 18. First Reading Ordinance - Accepting and appropriating additional grant funding for Police Departments role in the High Intensity Drug Trafficking Area (HIDTA) (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept additional grant funding in the amount of $3,000 from the Executive Office of the President, Office of National Drug Control Policy, to support the Police Departments role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area (HIDTA); and appropriating the $3,000 in the No. 1061 Police Grants Fund. Mayor Martinez referred to Item 18. Police Chief Floyd Simpson stated that the purpose of this item is to accept and appropriate additional funds in the amount of $3,000 from the Office of National Drug Control Policy to support the Texas Coastal Corridor Initiative. There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 6 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Corpus Christi Page 13 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 19. Absent: 3 - Council Member Allen, Council Member Leal and Council Member Scott Abstained: 0 First Reading Ordinance - Accepting and Appropriating donation for Smoke Alarm Program (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to accept a donation from HEB Grocery Company LP in the amount of $10,000.00 to be used to support the Corpus Christi Smoke Alarm Program; and appropriating $10,000.00 from HEB Grocery Company LP into the Fire Grant Fund No 1062 Mayor Martinez referred to Item 19. Assistant City Manager Susan Thorpe stated that the purpose of this item is to accept a donation from HEB Grocery Company LP in the amount of $10,000 to be used to support the Corpus Christi Smoke Alarm Program. There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: Absent: 6 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas 3 - Council Member Allen, Council Member Leal and Council Member Scott Abstained: 0 20. First Reading Ordinance - Accepting and appropriating donation for training firefighter in ship board training (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to accept a grant for Koch Companies Public Sector, LLC 2014 Helping Heroes Grant Program in the amount of $10,000.00 to be used to train firefighters in ship board firefighting; and appropriating $10,000.00 from Koch Companies Public Sector, LLC into the Fire Grant Fund No. 1062. Mayor Martinez referred to Item 20. Assistant City Manager Susan Thorpe stated that the purpose of this item is to accept and appropriate a grant from Koch Companies Public Sector LLC 2014 Helping Heroes Grant Program in the amount of $10,000 to be used to train firefighters in ship board firefighting. In response to a council member, Ms. Thorpe stated that the grant was provided for training in case there is a need to provide assistance at the Port of Corpus Christi. There were no comments from the public. This Ordinance was passed on first reading and approved with the following vote: Aye: Absent: 6 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas 3 - Council Member Allen, Council Member Leal and Council Member Scott Abstained: 0 21. First Reading Ordinance - Accepting and appropriating State grant for Women, Infants, and Children (WIC) program (Requires Corpus Christi Page 14 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 2/3 vote) Ordinance authorizing the City Manager, or his designee, to execute all documents necessary to accept and appropriate a grant in the amount of $963,369.00 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide funds for the Women, Infants, and Children (WIC) program for the contract period of October 1, 2014 to September 30, 2015; and to ratify acceptance of the grant to begin as of October 1, 2014. Mayor Martinez referred to Item 21. Director of Public Health Annette Rodriguez stated that the purpose of this item is to accept and appropriate a grant in the amount of $963,369 from the Texas Department of State Health Services to provide funds for the Women, Infants, and Children (WIC) Program. A council member spoke regarding the Council approving Health Department grants after the contract period has begun. There were no comments from the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 6 - Absent: 3 - Abstained: 0 Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Council Member Allen, Council Member Leal and Council Member Scott 22. First Reading Ordinance - Accepting and appropriating State grant for Health Education (Requires 2/3 vote) Ordinance authorizing the City Manager, or his designee to execute all documents necessary to accept and appropriate a grant in the amount of $50,000 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide funds for evidence -based community systems and environmental change strategies that address one or more Texas Healthy Communities priority indicators for the contract period of October 1, 2014, through September 30, 2015; and to ratify acceptance of the grant to begin as of October 1, 2014. Mayor Martinez referred to Item 22. Director of Public Health Annette Rodriguez stated that the purpose of this item is to accept and appropriate a new grant in the amount of $50,000 from the Texas Department of State Health Services to provide funds to implement systems and strategies that address one or more Texas Healthy Community priority indicators. There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: Absent: 6 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas 3 - Council Member Allen, Council Member Leal and Council Member Scott Abstained: 0 23. First Reading Ordinance - Approving grant award and Corpus Christi Page 15 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 appropriation of funds for the Texas Medicaid Managed Care Initiative 1115 Waiver - Obesity Project (Requires 2/3 vote) Ordinance authorizing the advance of up to $885,000 from the No.1020 General Fund to the Texas Health and Human Services Commission (TX HHSC) and in turn the Centers for Medicare and Medicaid Services (CMS) for the City's local match for City projects under the Corpus Christi -Nueces County Public Health District's (CCNCPHD) 1115 Transformation Waiver; funds to be repaid from the CMS within 2 months of the advance for the City's local match; Additionally,authorizing the City Manager, or his designee,to execute all documents necessary to accept and appropriate the award fund upon receipt in the amount of approximately $885,000 from CMS and the TXHHSC to implement a program to reduce and prevent obesity in children and adolescents for the period of October 1,2014 through September 30,2015; and to ratify acceptance of the award fund to begin as of October 1,2014. Mayor Martinez referred to item 23. Director of Public Health Annette Rodriguez stated that the purpose of this item is to authorize the advance of up to $885,000 for the 1115 Waiver projects for demonstration year 3. Ms. Rodriguez said the first matrix goal has been met and the City is receiving partial funding. Ms. Rodriguez added that upon completion of the second matrix, the City will receive the full funding. Council Member Riojas requested an update on the entire 1115 Waiver Program including the matrix and outcomes. There were no comments from the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 6 - Absent: 3 - Abstained: 0 Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Council Member Allen, Council Member Leal and Council Member Scott 24. First Reading Ordinance - Approving a fifteen (15) year lease for the ILA (International Longshoreman's Association) building (Requires 28 day delay) (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute a fifteen -year lease agreement with the Texas State Museum of Asian Cultures for use of the ILA (International Longshoreman's Association) Building; and providing for publication. Mayor Martinez referred to Item 24. Director of Parks and Recreation Michael Morris stated that the purpose of this item is to renew the lease agreement with the Texas State Museum of Asian Cultures. Council Member McIntyre recognized that the Texas State Museum of Asian Cultures is the only Asian museum in the state of Texas and one (1) of only five (5) in the nation. There were no comments from the public. This Ordinance was passed on first reading and approved with the following vote: Corpus Christi Page 16 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 Aye: 6 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Absent: 3 - Council Member Allen, Council Member Leal and Council Member Scott Abstained: 0 25. First Reading Ordinance - Accepting and appropriating State reimbursement grant funds for Title XX Meals on Wheels program (Requires 2/3 vote) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a $229,140 reimbursement grant awarded by the Texas Department of Aging and Disability Services, Title XX Meals on Wheels Program and appropriating it in the No. 1067 Parks and Recreation Grants Fund for the FY 2015 Senior Community Services, Title XX Meals on Wheels Program. Mayor Martinez referred to item 25. Director of Parks and Recreation Michael Morris stated that the purpose of this item is to accept the grant for the Senior Community Services Meals on Wheels Program. There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 6 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Absent: 3 - Council Member Allen, Council Member Leal and Council Member Scott Abstained: 0 27. First Reading Ordinance - Design -Build Agreement for Pier R Replacement at the Marina (Requires 2/3 vote) Ordinance appropriating Department Grant for $502,496 from a Texas Parks transient boat slips and $162,770 from a separate Texas Parks and Wildlife Department Grant for a wastewater pump out station in the No. 1058 Marina Grant Fund; changing the FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 increase revenues and expenditures by $665,266 each; and the City Manager, or designee, to execute a Design/Build with Jacob White Construction Company of Friendswood, the amount of $3,208,065.32 for the Marina Pier R Replacement project for the total base bid only. and Wildlife to authorizing agreement Texas in Mayor Martinez referred to Item 27. Interim Executive Director of Public Works Valerie Gray stated that the purpose of this item is to accept and appropriate a grant from the Texas Parks and Wildlife Department for a wastewater pump out station and to execute a design/build agreement with Jacob White Construction Company for the Marina's Pier R Replacement project. Ms. Gray said the existing pier was constructed in 1982 and the dock is now in disrepair and is unsafe. This contract is intended to design and construct a proposed 148 -slip floating dock system and includes removal of the existing dock and Corpus Christi Page 17 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 pier. Marina Superintendent Peter Davidson stated that this project will increase the number of boat slips on the pier and acknowledged all the city departments and partners involved in this project. Council members spoke regarding the following topics: the pier adding housing to the area; whether municipalities have the ability to execute contracts to design, build and maintain dock and pier; and the life span of the project. There were no comments from the public. This Ordinance was passed on first reading and approved with the following vote: Aye: Absent: 6 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas 3 - Council Member Allen, Council Member Leal and Council Member Scott Abstained: 0 28. First Reading Ordinance - Granting two revocable Easements to Eagle Ford Pipeline, LLC for constructing two pipelines across tthe northern edge of the City's park (Requires 2/3 vote) Ordinance granting two Revocable Easements to Eagle Ford Pipeline, LLC to construct, operate, maintain, repair and remove two (2) 20 -inch pipelines across the north edge of a City park known as Hudson Park located south of Leopard Street and west of Main Drive; for the amount of $38,412 as compensation to the City; authorizing the City Manager or designee to execute the two Revocable Easement instruments and other related documents for the conveyance of the revocable easements. Mayor Martinez referred to Item 28. Interim Executive Director of Public Works Valerie Gray stated that the purpose of this project is to grant two revocable easements to the Eagle Ford Pipeline, LLC across the north edge of Hudson Park, located south of Leopard Street and west of Main Drive. There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: Absent: 6 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas 3 - Council Member Allen, Council Member Leal and Council Member Scott Abstained: 0 29. First Reading Ordinance - Amending a Revocable Easement to allow an additional pipeline in easement (Requires 2/3 vote) Ordinance amending the Revocable Easement conveyed to TexStar Midstream Utility, LP under Ordinance No. 029956 approved by City Council on September 17, 2013, to allow an additional six (6) inch pipeline in the existing easement area that crosses two tracts of City owned land located southwest of the O.N. Stevens Water Treatment Plant; providing for compensation in the amount of $26,250 paid to the City; authorizing the City Manager or designee to execute the Corpus Christi Page 18 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 amended Revocable Easement instrument and other related documents for the conveyance of the amended easement. Mayor Martinez referred to Item 29. Interim Executive Director of Public Works Valerie Gray stated that the purpose of this item is to amend the revocable easement conveyed to TexStar Midstream Utility, LP, which was approved by City Council on September 17, 2013. This amendment allows for an additional six (6) inch pipeline in the existing easement area that crosses two tracts of land located southwest of the O.N. Stevens Water Treatment Plant. There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: Absent: 6 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas 3 - Council Member Allen, Council Member Leal and Council Member Scott Abstained: 0 30. First Reading Ordinance - Engineering construction contract for Citywide Signage Upgrade (Requires 2/3 vote) Ordinance appropriating $189,229.31 of anticipated revenues from the Texas Department of Transportation in the No. 1041 Street Fund; amending FY 2014-2015 Operational Budget adopted by Ordinance No. 030294 to increase revenues and expenditures by $189,229.31 each; and authorizing the City Manager, or designee, to execute a construction contract with ACM HUB, LLC of San Antonio, Texas in the amount of $236,536.64 for the Citywide Signage Upgrade (Street Preventative Maintenance Program Project) for the total base bid. Mayor Martinez referred to item 31. Interim Executive Director of Public Works Valerie Gray stated that Items 30 and 31 are related to the Street Preventative Maintenance Program project. Ms. Gray referred to Item 30 and said the purpose of this item is to authorize the execution of a contract with ACM HUB, LLC for the Citywide Signage Upgrade Project. The City was notified of available funding from the Metropolitan Planning Organization (MPO) and the project includes the roadway signage for collector and arterial roads as identified in Delivery Order Nos. 1-5 in Year 1. Ms. Gray referred to Item 31 and stated that the purpose of this item is to execute a contract with Haas -Anderson Construction, Ltd for the Citywide Street Overlay project. The City entered into an Advanced Funding Agreement with the Texas Department of Transportation for additional funding to supplement the Street Preventative Maintenance Program projects. There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 6 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Absent: 3 - Council Member Allen, Council Member Leal and Council Member Scott Abstained: 0 31. First Reading Ordinance - Engineering construction contract for Corpus Christi Page 19 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 Citywide Street Overlay (Requires 2/3 vote) Ordinance appropriating $814,471.04 of anticipated revenues from the Texas Department of Transportation in the No. 1041 Street Fund; amending FY 2014-2015 Operational Budget adopted by Ordinance No. 030294 to increase revenues and expenditures by $814,471.04 each; and authorizing the City Manager, or designee, to execute a construction contract with Haas -Anderson Construction, LTD of Corpus Christi, Texas in the amount of $1,018,088.80 for the Citywide Street Overlay (Street Preventative Maintenance Program) project for the total base bid. This item was discussed under Item 30. There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 6 - Absent: 3 - Abstained: 0 Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Council Member Allen, Council Member Leal and Council Member Scott 33. First Reading Ordinance - Continuing Texas Municipal Retirement System (TMRS) Updated Service Credits for Current Participants and Increases for Prior and Current Annuities (Requires 2/3 vote) Ordinance authorizing and allowing, under the Act governing the Texas Municipal Retirement System, "Updated Service Credits" in said system for service performed by qualifying members of such system who presently are members of the City of Corpus Christi; providing for increased prior and current service annuities for retirees and beneficiaries of deceased retirees of the City; establishing an effective date for such actions; and providing for severance. Mayor Martinez referred to Item 33. Benefits Manager Steven Viera stated that the purpose of this item is to authorize the continuation of the "Updated Service Credits" for current participants and increases for prior and current service annuities for retirees and beneficiaries of deceased retirees of the City. There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 6 - Absent: 3 - Abstained: 0 Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Council Member Allen, Council Member Leal and Council Member Scott 34. First Reading Ordinance - Appropriating funds for the Infor Enterprise Resource Planning (ERP) implementation (Requires 2/3 vote) Corpus Christi Page 20 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 Ordinance appropriating $1,205,587 from the Unreserved Fund Balance in the Utility Funds and $1,077,424 in the Unreserved Fund Balance in the General Fund No. 1020, and transferring to and appropriating in the MIS Fund No. 5210 for the Infor Enterprise Resource Planning (ERP) implementation; changing the FY 2014-2015 Budget adopted by Ordinance No. 030294 to increase appropriations by $2,283,011. Mayor Martinez referred to Item 34. Assistant Director of Management and Budget Eddie Houlihan stated that the purpose of this item is to appropriate $1,205,587 and $1,077,424 from the General Fund to provide funding for the Infor ERP implementation in FY2015. There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 6 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre and Council Member Riojas Absent: 3 - Council Member Allen, Council Member Leal and Council Member Scott Abstained: 0 P. FUTURE AGENDA ITEMS: (ITEMS 35 - 59) Mayor Martinez referred to Future Agenda Items. City Manager Olson stated that staff had planned presentations on Items 42 and 59. 35. Authorizing the appointment of a financial advisor for the issuance of Marina revenue bonds to fund the replacement of the "R" pier (Requires 2/3 vote) Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas Marina System Revenue Bonds, Taxable Series 2014 in an aggregate principal amount not to exceed $2,600,000. This Motion was recommended to the consent agenda. 36. Approving a supply agreement for white PVC pipe (Requires 2/3 vote) Motion approving a supply agreement with HD Supply Waterworks, Corpus Christi, Texas for white PVC pipe in accordance with Bid Invitation No. BI -0259-14 based on lowest responsible bid for an estimated annual expenditure of $51,360.00, of which $42,800.00 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. Corpus Christi Page 21 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 This Motion was recommended to the consent agenda. 37. Approving a supply agreement for blue PVC pipe (Requires 2/3 vote) Motion approving a supply agreement with HD Supply Waterworks, Corpus Christi, Texas for blue PVC pipe in accordance with Bid Invitation No. BI -0260-14 based on lowest responsible bid for an estimated annual expenditure of $55,412.00, of which $46,176.66 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. This Motion was recommended to the consent agenda. 38. Approving a supply agreement for manhole covers (Requires 2/3 vote) Motion approving a supply agreement with Ferguson Enterprises, Corpus Christi, Texas for manhole covers in accordance with Bid Invitation No. BI -0264-14 based on lowest responsible bid for an estimated annual expenditure of $70,415.50, of which $58,679.58 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. This Motion was recommended to the consent agenda. 39. Approving a supply agreement for meter boxes and lids (Requires 2/3 vote) Motion approving a supply agreement with Ferguson Enterprises, Corpus Christi, Texas for meter boxes and lids in accordance with Bid Invitation No. BI -0271-14 based on lowest responsible bid for an estimated annual expenditure of $87,913.00, of which $73,260.83 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. This Motion was recommended to the consent agenda. Corpus Christi Page 22 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 40. Approving a supply agreement for brass service fittings (Requires 2/3 vote) Motion approving a supply agreement with Ferguson Enterprises, Corpus Christi, Texas for brass service fittings in accordance with Bid Invitation No. BI -0272-14 based on lowest responsible bid for an estimated annual expenditure of $200,860.00, of which $167,383.33 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. This Motion was recommended to the consent agenda. 41. Approving a supply agreement for liquid chlorine for use at O.N. Stevens Water Treatment Plant (Requires 2/3 vote) Motion approving a supply agreement with DPC Industries, Inc., Corpus Christi, Texas for liquid chlorine in accordance with Bid Invitation No. BI -0215-14 based on lowest responsible bid for an estimated semi-annual expenditure of $120,744.00. The term of the agreement shall be for six (6) months with options to extend for up to nine (9) additional six-month periods, subject to the approval of the supplier and the City Manager or designee. Funds have been budgeted by the Utilities Department in FY 2014-2015. This Motion was recommended to the consent agenda. 42. Purchase of four (4) Pickup Trucks (Requires 2/3 vote) Motion approving the purchase of four (4) 2015 Ford F150 Supercrew pickup trucks from Caldwell Country Ford -Chevrolet, Caldwell, Texas for a total amount of $127,776.00. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds have been budgeted in FY 2014-2015. This Motion was recommended to the consent agenda. 43. Lease purchase of Curbside Refuse and Recycle Containers (Requires 2/3 vote) Motion approving the lease purchase of 8,112 96 -gallon curbside refuse containers and 1,870 96 -gallon curbside recycle containers from Toter Incorporated, Statesville, NC for the total amount of $548,223.96. The award is based on the cooperative purchasing Corpus Christi Page 23 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 agreement with the Houston -Galveston Area Council of Governments (H -GAC). The containers will be used in the City's automated collection program. Funds for the lease purchase of the curbside collection containers will be provided through the City's lease/purchase financing program. This Motion was recommended to the consent agenda. 44. Approving the third amendment to the Municipal Lease Line of Credit Agreement with Frost Bank (Requires 2/3 vote) Motion authorizing the City Manager or designee to execute a third amendment to the existing Municipal Lease Line of Credit Agreement between the City of Corpus Christi and Frost Bank for an estimated annual expenditure of $496,704.13 and authorizing the City Manager or designee to execute future amendments necessary to adjust the annual amount financed as agreed to by the parties. This Motion was recommended to the consent agenda. 45. Authorizing grant application submission for Speed and Driving While Intoxicated (DWI) overtime enforcement (Requires 2/3 vote) Resolution authorizing the City Manager, or designee, to submit a grant application to the Texas Department of Transportation (TXDOT) in the amount of $98,081.50 for the 2016 Comprehensive Selective Traffic Enforcement Project (STEP) within the Police Department, for overtime Driving While Intoxicated (DWI) and Speed enforcement, with a city match of $41,247.45, for a total project cost of $139,328.95, and authorizing the City Manager or designee to accept, reject, alter, or terminate the grant. This Resolution was recommended to the consent agenda. 46. Approving a professional monitoring contract for Packery Channel Monitoring 2014-2015 (Requires 2/3 vote) Motion authorizing the City Manager, or his designee, to execute a Amendment No.10 to the contract between the City of Corpus Christi and Texas A & M University -Corpus Christi in the amount of $277,084 for a restated fee not to exceed $2,174,867 for Packery Channel Monitoring Fiscal Year 2014-2015. This Motion was recommended to the consent agenda. 47. Approving a Professional Services Contract for engineering review of City Public Works Projects (Requires 2/3 vote) Motion authorizing the City Manager, or his designee, to execute a Professional Services contract between the City of Corpus Christi and Corpus Christi Page 24 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 Linda Webster Gurley, P.E. in the amount of $88,000 for the professional engineering review of plans, drawings and specifications of City Public Works Projects on behalf of the City Capital Programs Department. This Motion was recommended to the consent agenda. 48. Engineering suppport services contract for the wastewater collection and treatment system's performance and compliance requirements (Requires 2/3 vote) Motion authorizing the City Manager or designee to execute an engineering support services contract with Pipeline Analysis, LLC of Garland, Texas in the amount of $1,200,000 for services to support the wastewater collection and treatment system's performance and compliance requirements. This Motion was recommended to the consent agenda. 49. Engineering design contract for Allison Wastewater Treatment Plant Lift Station and Plant Improvements (Requires 2/3 vote) Motion authorizing the City Manager or designee to execute an engineering design conctract with Urban Engineering of Corpus Christi, Texas in the amount of $244,020 for the Allison Wastewater Treatment Plant Lift Station and Plant Improvements for design, bid, and construction administration phase services. This Motion was recommended to the consent agenda. 50. Engineering design contract amendment no. 1 for SH286 water lines and valves adjustments (Requires 2/3 vote) Motion authorizing the City Manager, or designee, to execute Amendment No. 1 with RVE, Inc. of Corpus Christi, Texas in the amount of $10,015.00 for a restated fee of $59,875.00 for the Indefinite Delivery/Indefinite Quantity (ID/IQ) TXDOT Participation Projects - Task Order No. 4 - SH286 Water Lines and Valves Adjustments. This Motion was recommended to the consent agenda. 51. Construction contract for Old Broadway Wastewater Treatment Plant Decommissioning Trickling Filter Media Removal (Requires 2/3 vote) Motion authorizing the City Manager or designee to execute a construction contract with J.S. Haren Company of Athens, Tennessee in the amount of $1,024,000 for the Old Broadway Wastewater Corpus Christi Page 25 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 Treatment Plant Decommissioning Trickling Filter Media Removal Re -bid for the Base Bid. This Motion was recommended to the consent agenda. 53. Approving the purchase of Laserfiche Rio software maintenance and support (Requires 2/3 vote) Motion authorizing the City Manager, or designee, to approve the purchase of twelve months Laserfiche Rio software maintenance and support from MCCI, LLC of Tallahassee, Florida, DIR-SDD-2502, for a total expenditure of $74,666.00 for Fiscal Year 2014-2015, with option to purchase continued Laserfiche Rio software maintenance and support from MCCI, LLC annually upon payment of annual fees, subject to appropriation of funds. Funds are available in the Municipal Information systems Department FY2014-2015 budget and will be requested in future budget years. This Motion was recommended to the consent agenda. 54. Approving the purchase of Tropos Annual Maintenance for Wireless Network (Requires 2/3 vote) Motion authorizing the City Manager or designee to approve the purchase of twelve months Tropos maintenance from ABB Tropos Networks Inc. of Sunnyvale, California, manufacturers of the Tropos radios in use for the wireless network in Corpus Christi, for a total expenditure of $110,000.00. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. This Motion was recommended to the consent agenda. 55. Approving the purchase of Tropos professional services (Requires 2/3 vote) Motion authorizing the City Manager or designee to approve the purchase of professional services from ABB Tropos Networks Inc. of Sunnyvale, California, manufacturers of the Tropos wireless network installed in Corpus Christi, for a total expenditure of $94,500.00. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. This Motion was recommended to the consent agenda. 56. Type A Grant for Del Mar College's Procurement Technical Assistance Center (PTAC) for 2015 (Requires 2/3 vote) Resolution Approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College Procurement Technical Assistance Corpus Christi Page 26 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 Center (PTAC) to provide grant up to $37,500 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 PTAC Small Business Incentives Agreement. This Resolution was recommended to the consent agenda. 57. Resolution amending City Council Policy No. 9 Resolution amending City Council Policy No. 9, entitled Community Development Block Grant and HOME Programs by revising the language regarding housing to include "affordable" housing in the opening paragraph and section d., and by changing the department name in section g.; and reaffirming the objectives and guidelines of the policy. This Resolution was recommended to the consent agenda. 58. Approving an Affordable Housing Agreement between the City of Corpus Christi and the Corpus Christi Business & Job Development Corporation (Requires 2/3 vote) Motion to approve the agreement between the City of Corpus Christi and the Corpus Christi Business and Job Development Corporation for the Type A Affordable Housing Program Services. This Motion was recommended to the consent agenda. 59. Resolution in support of the proposed revitalization of the Corpus Christi Housing Authority - La Armada II Public Housing Complex (Requires 2/3 vote) Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed revitalization of the La Armada II Public Housing Complex. This Resolution was recommended to the consent agenda. Q. BRIEFINGS TO CITY COUNCIL: (ITEM 60) 60. Solid Waste Operations - Brush Cycle Collection Change Mayor Martinez referred to Item 60. Director of Solid Waste Services Lawrence Mikolajczyk stated that the purpose of this item is to proposed a revised brush collection schedule. Mr. Mikolajczyk referred to a powerpoint presentation including the objective of the changes; the current and proposed collection cycle; a sample schedule; and an example of the proposed map. City Manager Olson expressed concern with how long and unsightly it is for brush and bulky waste to sit out on the curb, sometimes for many weeks. City Manager Olson said this does not present a good image for the City. City Manager Olson Corpus Christi Page 27 Printed on 12/11/2014 City Council Meeting Minutes December 9, 2014 stated that nothing in this presentation or in this proposal prevents residents from cleaning up their yards and transferring waste to the landfill or transfer station. Council members spoke regarding the following topics: communicating to the citizens that Solid Waste will immediately collect bulky items for a $75 charge and that is free for residents of the City to deliver waste to the landfill; concern with the reduction to three (3) authorized set out days; whether the competitive assessment addressed how to handle brush/bulky waste collection; having Solid Waste reularly communicate their location on the pickup schedule to residents; how Solid Waste can stay on their published schedule; establishment of mini transfer stations during recycling or special events; use of text alerts or Reverse Alert systems to notify residents of schedules; an update on data collections; and residents' concerns with Solid Waste copying drivers' licenses. R. LEGISLATIVE UPDATE: S. ADJOURNMENT None. The meeting was adjourned at 6:30 p.m. Corpus Christi Page 28 Printed on 12/11/2014 AGENDA MEMORANDUM First Reading for the City Council Meeting of December 9, 2014 Second Reading for the City Council Meeting of December 16, 2014 DATE: August 12, 2014 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Peter Davidson, Marina Superintendent PeterD@cctexas.com (361) 826-3980 Appointment of Financial Advisor for Marina Revenue Bonds CAPTION: Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas Marina System Revenue Bonds, Taxable Series 2014 in an aggregate principal amount not to exceed $2,600,000. PURPOSE: The issuance of these Marina Revenue Bonds will fund the replacement of the "R" Pier at the Corpus Christi Marina. 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. Part A of this agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for this transaction. See Exhibit A for the Financial Advisor's fee schedule. Fulbright & Jaworski L.L.P. is currently under contract with the City to serve as the City's bond counsel and will serve as the second part of our financing team. The third part of the financing team is usually underwriters. However with this issuance, the City will be partnering with the Ed Rachel Foundation who has agreed to loan the Marina up to $2,600,000 at an interest rate of 3% and a repayment of 15 years. This private placement will save the City issuance costs. The existing "R" Pier at the City Marina was constructed in 1982 but now 32 years later, the dock is rotted and unsafe for its intended purpose. A replacement dock is being proposed at a cost of $2,600,000 for a minimum of 91 boats slips up to 146 boat slips, depending on the pricing resulting from the bids. On January 14, 2014, the City Council ratified a grant application to the United States Fish and Wildlife Service through Texas Parks and Wildlife Department for a $502,496 Boating Infrastructure Grant for Marina boat slips including 35 transient boat slips. The Marina was awarded this grant on August 25, 2014. These funds will be used to fund 35 transient, visiting boat slips. Also, an additional grant from the United States Fish and Wildlife Service through Texas Parks and Wildlife Department is forthcoming in the amount of $175,000 for sewage pump -out equipment to be built into the docks. The City Marina will be partnering with the Ed Rachel Foundation to loan the money to fund this project. The debt will be for a term of 15 years and will be repaid by Marina revenue. 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: • City Marina Department • 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 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 December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: December 9, 2014 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager christelam@cctexas.com (361) 826-3169 Mark Van Vleck, P.E., Executive Director of Utilities Department markvv@cctexas.com (361) 826-1874 Supply Agreement for White PVC Pipe CAPTION: Motion approving a supply agreement with HD Supply Waterworks, Corpus Christi, Texas for white PVC pipe in accordance with Bid Invitation No. BI -0259-14 based on lowest responsible bid for an estimated annual expenditure of $51,360.00, of which $42,800.00 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve- month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. PURPOSE: The pipe is stocked by the Warehouse and used by the Utilities Department for new service and for maintaining existing service. BACKGROUND AND FINDINGS: All options to extend the previous contract have been exercised. ALTERNATIVES: None. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Warehouse, Utilities 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 $2,562,248.00 $8,560.00 $2,570,808.00 Encumbered / Expended Amount $0 $0 $0 This item $42,800.00 $8,560.00 $51,360.00 BALANCE $2,519,448.00 $0 $2,519,448.00 Fund(s): Stores Fund Comments: The $42,800.00 financial impact shown above represents ten (10) months of expenditures that will be encumbered through the end of this fiscal year. The remaining $8,560.00 for the last two (2) months of the contract will be requested during the normal FY 2015-2016 budget approval process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN BID TABULATION BID INVITATION NO. BI -0259-14 WHITE PVC PIPE ITEM DESCRIPTION QTY UNIT HD Supply Co. Corpus Christi, Texas Morrison Supply Co. Helotes, Texas Ferguson Enterprises Corpus Christi, Texas CC Distributors Corpus Christi, Texas UNIT PRICE TOTAL PRICE UNIT PRICE TOTAL PRICE UNIT PRICE TOTAL PRICE UNIT PRICE TOTAL PRICE 1 1/2" PVC PIPE, SCH 40, B.E. 50 Each $5.00 $250.00 $4.40 $220.00 $6.40 $320.00 $3.75 $187.50 2 3/4" PVC PIPE, SCH 40, B.E. 150 Each 6.00 900.00 5.44 816.00 8.00 1,200.00 4.75 712.50 3 1" PVC PIPE, SCH 40, B.E. 200 Each 8.00 1,600.00 7.52 1,504.00 11.00 2,200.00 6.98 1,396.00 4 1-1/4" PVC PIPE, SCH 40, B.E. 50 Each 10.00 500.00 9.84 492.00 14.40 720.00 9.35 467.50 5 1-1/2" PVC PIPE, SCH 40, B.E. 50 Each 11.60 580.00 11.46 573.00 14.20 710.00 10.28 514.00 6 2" PVC PIPE, SCH 40, B.E. 150 Each 15.60 2,340.00 15.40 2,310.00 18.00 2,700.00 13.74 2,061.00 7 2-1/2" PVC PIPE, SCH 40, B.E. 30 Each 27.00 810.00 24.90 747.00 30.80 924.00 32.13 963.90 8 3" PVC PIPE, SCH 40, B.E. 50 Each 31.60 1,580.00 31.50 1,575.00 36.20 1,810.00 28.23 1,411.50 9 4" PVC PIPE, SCH 40, B.E. 500 Each 42.00 21,000.00 44.02 22,010.00 52.40 26,200.00 38.95 19,475.00 10 6" PVC PIPE, SCH 40, B.E. 50 Each 75.00 3,750.00 80.64 4,032.00 96.00 4,800.00 76.50 3,825.00 11 8" PVC PIPE, SCH 40, B.E. 75 Each 114.00 8,550.00 120.50 9,037.50 146.40 10,980.00 NO BID NO BID 12 10" PVC PIPE, SCH 40, B.E. 25 Each 164.00 4,100.00 169.40 4,235.00 210.20 5,255.00 NO BID NO BID 13 12" PVC PIPE, SCH 40, B.E. 25 Each 216.00 5,400.00 223.40 5,585.00 278.00 6,950.00 NO BID NO BID Total: $51,360.00 $53,136.50 $64,769.00 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: December 16, 2014 Agenda Item: Motion approving a supply agreement with HD Supply Waterworks, Corpus Christi, Texas for white PVC pipe in accordance with Bid Invitation No. BI -0259-14 based on lowest responsible bid for an estimated annual expenditure of $51,360.00, of which $42,800.00 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. Amount Required: $42,800.00 Fund Name Accounting Unit Account No. Activity No. Amount Stores Fund 5010-40000-185 520210 $42,800.00 Total $42,800.00 ❑ Certification Not Required Director of Financial Services Date: AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: December 9, 2014 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager christelam@cctexas.com (361) 826-3169 Mark Van Vleck, P.E., Executive Director of Utilities Department markvv@cctexas.com (361) 826-1874 Supply Agreement for Blue PVC Pipe CAPTION: Motion approving a supply agreement with HD Supply Waterworks, Corpus Christi, Texas for blue PVC pipe in accordance with Bid Invitation No. BI -0260-14 based on lowest responsible bid for an estimated annual expenditure of $55,412.00, of which $46,176.66 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve- month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. PURPOSE: The pipe is stocked by the Warehouse and used by the Utilities Department for new service and for maintaining existing service. BACKGROUND AND FINDINGS: All options to extend the previous contract have been exercised. ALTERNATIVES: None. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Warehouse, Utilities 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 $2,562,248.00 $9,235.34 $2,571,483.34 Encumbered / Expended Amount $0 $0 $0 This item $46,176.66 $9,235.34 $55,412.00 BALANCE $2,516,071.34 $0 $2,516,071.34 Fund(s): Stores Fund Comments: The $46,176.66 financial impact shown above represents ten (10) months of expenditures that will be encumbered through the end of this fiscal year. The remaining $9,235.34 for the last two (2) months of the contract will be requested during the normal FY 2015-2016 budget approval process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN BID TABULATION BID INVITATION NO. BI -0260-14 BLUE PVC PIPE ITEM DESCRIPTION QTY UNIT HD Supply Waterworks Corpus Christi, Texas Titan Pipe & Supply Co. Corpus Christi, Texas Ferguson Enterprises Corpus Christi, Texas Morrison Supply Co. Helotes, Texas UNIT PRICE TOTAL PRICE UNIT PRICE TOTAL PRICE UNIT PRICE TOTAL PRICE UNIT PRICE TOTAL PRICE 1 4' C-900 DR -18 PVC PIPE, BELL GASKET -20' -JT 50 Each $41.00 $2,050.00 $43.00 $2,150.00 $47.00 $2,350.00 $50.44 $2,522.00 2 6" C-900 DR -18 PVC PIPE, BELL GASKET -20' -JT 120 Each 84.00 10,080.00 85.40 10,248.00 95.00 11,400.00 100.66 12,079.20 3 8" C-900 DR -18 PVC PIPE, BELL GASKET -20' -JT 150 Each 141.20 21,180.00 147.40 22,110.00 160.00 24,000.00 174.00 26,100.00 4 10" C-900 DR -18 PVC PIPE, BELL GASKET -20' -JT 10 Each 210.00 2,100.00 228.00 2,280.00 245.80 2,458.00 261.32 2,613.20 5 12" C-900 DR -18 PVC PIPE, BELL GASKET -20' -JT 10 Each 299.00 2,990.00 321.00 3,210.00 347.20 3,472.00 368.88 3,688.80 6 16" C-905 DR -25 PVC PIPE, BELL GASKET -20' -JT 10 Each 422.60 4,226.00 421.00 4,210.00 445.80 4,458.00 523.52 5,235.20 7 20" C-905 DR -25 PVC PIPE, BELL GASKET -20' -JT 5 Each 672.00 3,360.00 703.00 3,515.00 717.80 3,589.00 812.46 4,062.30 8 24" C-905 DR -25 PVC PIPE, BELL GASKET -20' -JT 5 Each 972.00 4,860.00 1033.00 5,165.00 1106.00 5,530.00 1173.16 5,865.80 9 30" C-905 DR -25 PVC PIPE, BELL GASKET -20' -JT 3 Each 1,522.00 4,566.00 1648.00 4,944.00 1700.00 5,100.00 2036.24 6,108.72 Total: $55,412.00 $57,832.00 $62,357.00 $68,275.22 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: December 16, 2014 Agenda Item: Motion approving a supply agreement with HD Supply Waterworks, Corpus Christi, Texas for blue PVC pipe in accordance with Bid Invitation No. BI -0260-14 based on lowest responsible bid for an estimated annual expenditure of $55,412.00, of which $46,176.66 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. Amount Required: $46,176.66 Fund Name Accounting Unit Account No. Activity No. Amount Stores Fund 5010-40000-185 520210 $46,176.66 Total $46,176.66 ❑ Certification Not Required Director of Financial Services Date: AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: December 9, 2014 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager christelam@cctexas.com (361) 826-3169 Mark Van Vleck, P.E., Executive Director of Utilities Department markvv@cctexas.com (361) 826-1874 Supply Agreement for Manhole Covers CAPTION: Motion approving a supply agreement with Ferguson Enterprises, Corpus Christi, Texas for manhole covers in accordance with Bid Invitation No. BI -0264-14 based on lowest responsible bid for an estimated annual expenditure of $70,415.50, of which $58,679.58 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. PURPOSE: The manhole covers are stocked by the Warehouse and used for existing and new service by the Utilities Department. BACKGROUND AND FINDINGS: All options to extend the previous contract have been exercised. ALTERNATIVES: None. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Warehouse, Utilities 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 $2,562,248.00 $11,735.92 $2,573,983.92 Encumbered / Expended Amount $0 $0 $0 This item $58,679.58 $11,735.92 $70,415.50 BALANCE $2,503,568.42 $0 $2,503,568.42 Fund(s): Stores Fund Comments: The $58,679.58 financial impact shown above represents ten (10) months of expenditures that will be encumbered through the end of this fiscal year. The remaining $11,735.92 for the last two (2) months of the contract will be requested during the normal FY 2015-2016 budget approval process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN BID TABULATION BID INVITATION NO. BI -0264-14 MANHOLE COVERS Total: $70,415.50 $71,112.46 $72,985.00 $73,836.80 Ferguson Enterprises Corpus Christi, Texas Morrison Supply Co. Helotes, Texas HD Supply Waterworks Corpus Christi, Texas Titan Pipe & Supply Co. Corpus Christi, Texas UNIT TOTAL UNIT TOTAL UNIT TOTAL UNIT TOTAL ITEM DESCRIPTION QTY UNIT PRICE PRICE PRICE PRICE PRICE PRICE PRICE PRICE 1 32" SANITARY SEWER COVER 3 Each $190.50 $571.50 $188.22 $564.66 $195.00 $585.00 $207.10 $621.30 2 32" SANITARY RING & COVER 10 Each 339.45 $3,394.50 338.80 $3,388.00 360.00 $3,600.00 349.30 $3,493.00 3 A-25 MANHOLE & RING, SANITARY 150 Each 350.00 $52,500.00 354.04 $53,106.00 360.00 $54,000.00 365.00 $54,750.00 4 A-25 MANHOLE LID & RING, STORM WATER 20 Each 350.00 $7,000.00 354.04 $7,080.80 360.00 $7,200.00 365.00 $7,300.00 5 A-25 MANHOLE LID, SANITARY 50 Each 138.99 $6,949.50 139.46 $6,973.00 152.00 $7,600.00 153.45 $7,672.50 Total: $70,415.50 $71,112.46 $72,985.00 $73,836.80 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: December 16, 2014 Agenda Item: Motion approving a supply agreement with Ferguson Enterprises, Corpus Christi, Texas for manhole covers in accordance with Bid Invitation No. BI -0264-14 based on lowest responsible bid for an estimated annual expenditure of $70,415.50, of which $58,679.58 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. Amount Required: $58,679.58 Fund Name Accounting Unit Account No. Activity No. Amount Stores Fund 5010-40000-185 520210 $58,679.58 Total $58,679.58 ❑ Certification Not Required Director of Financial Services Date: AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: December 9, 2014 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager christelam@cctexas.com (361) 826-3169 Mark Van Vleck, P.E., Executive Director of Utilities Department markvv@cctexas.com (361) 826-1874 Supply Agreement for Meter Boxes and Lids CAPTION: Motion approving a supply agreement with Ferguson Enterprises, Corpus Christi, Texas for meter boxes and lids in accordance with Bid Invitation No. BI -0271-14 based on lowest responsible bid for an estimated annual expenditure of $87,913.00, of which $73,260.83 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve- month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. PURPOSE: The meter boxes and lids are stocked by the Warehouse and used for existing and new service by the Utilities Department. BACKGROUND AND FINDINGS: All options to extend the previous contract have been exercised. ALTERNATIVES: None. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Warehouse, Utilities 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 $2,562,248.00 $14,652.17 $2,576,900.17 Encumbered / Expended Amount $0 $0 $0 This item $73,260.83 $14,652.17 $87,913.00 BALANCE $2,488,987.17 $0 $2,488,987.17 Fund(s): Stores Fund Comments: The $73,260.83 financial impact shown above represents ten (10) months of expenditures that will be encumbered through the end of this fiscal year. The remaining $14,652.17 for the last two (2) months of the contract will be requested during the normal FY 2015-2016 budget approval process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN BID TABULATION BID INVITATION NO. BI -0271-14 METER BOXES & LIDS ITEM DESCRIPTION QTY UNIT Ferguson Enterprises Corpus Christi, Texas Morrison Supply Co. Helotes, Texas UNIT TOTAL PRICE PRICE UNIT TOTAL PRICE PRICE 1 A-90 INLET LID & RING, 24-1/2" 84 Each $71.50 $6,006.00 $78.68 $6,609.12 2 VALVE BOX EXTENSION, 8" 200 Each 44.30 $8,860.00 48.86 $9,772.00 3 2" VALVE BOX RISER 10 Each 8.40 $84.00 9.09 $90.90 4 3" VALVE BOX RISER 10 Each 10.50 $105.00 11.36 $113.60 5 4" VALVE BOX RISER 10 Each 12.60 $126.00 13.63 $136.30 6 6" VALVE BOX RISER 10 Each 14.70 $147.00 15.90 $159.00 7 VALVE BOX LID, 7-1/8", WATER 200 Each 8.40 $1,680.00 9.09 $1,818.00 8 #1 METER BOX (BOX ONLY) FOR 12" X 18" LID 180 Each 44.50 $8,010.00 48.86 $8,794.80 9 #2 METER BOX ( BOX ONLY) FOR 15" X 24" LID 45 Each 51.00 $2,295.00 55.68 $2,505.60 10 17" X 30" RECT MTR BX, #32417300, HDPE 100 Each 73.00 $7,300.00 80.30 $8,030.00 11 17" X 30" DI LID, #32137040, HDPE 200 Each 66.25 $13,250.00 72.93 $14,586.00 12 411 OVAL METER BOX WITHOUT LID 1600 Each 24.00 $38,400.00 26.70 $42,720.00 13 #1 METER BOX LID "SEWER", 12" X 18" 100 Each 16.50 $1,650.00 18.18 $1,818.00 Total: $87,913.00 $97,153.32 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: December 16, 2014 Agenda Item: Motion approving a supply agreement with Ferguson Enterprises, Corpus Christi, Texas for meter boxes and lids in accordance with Bid Invitation No. BI -0271-14 based on lowest responsible bid for an estimated annual expenditure of $87,913.00, of which $73,260.83 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. Amount Required: $73,260.83 Fund Name Accounting Unit Account No. Activity No. Amount Stores Fund 5010-40000-185 520210 $73,260.73 Total $73,260.83 ❑ Certification Not Required Director of Financial Services Date: AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: December 9, 2014 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager christelam@cctexas.com (361) 826-3169 Mark Van Vleck, P.E., Executive Director of Utilities Department markvv@cctexas.com (361) 826-1874 Supply Agreement for Brass Service Fittings CAPTION: Motion approving a supply agreement with Ferguson Enterprises, Corpus Christi, Texas for brass service fittings in accordance with Bid Invitation No. BI -0272-14 based on lowest responsible bid for an estimated annual expenditure of $200,860.00, of which $167,383.33 is required for the remainder of FY 2014-2015. The term of the agreement shall be for twelve (12) months with options to extend for up to two (2) additional twelve- month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the Utilities Department. PURPOSE: The brass service fittings are stocked by the Warehouse and used for existing and new service by the Utilities Department. BACKGROUND AND FINDINGS: All options to extend the previous contract have been exercised. ALTERNATIVES: None. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Warehouse, Utilities 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 $2,562,248.00 $33,476.67 $2,595,724.67 Encumbered / Expended Amount $0 $0 $0 This item $167,383.33 $33,476.67 $200,860.00 BALANCE $2,394,864.67 $0 $2,394,864.67 Fund(s): Stores Fund Comments: The $167,383.33 financial impact shown above represents ten (10) months of expenditures that will be encumbered through the end of this fiscal year. The remaining $33,476.67 for the last two (2) months of the contract will be requested during the normal FY 2015-2016 budget approval process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN BID TABULATION BID INVITATION NO. BI -0272-14 BRASS SERVICE FITTINGS Ferguson Enterprises Corpus Christi, Texas Titan Pipe & Supply Co., Inc. Corpus Christi, Texas Morrison Supply Co. Helotes, Texas HD Supply Waterworks Corpus Christi, Texas ITEM DESCRIPTION QTY. UNIT UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE UNIT EXTENDED PRICE PRICE UNIT PRICE EXTENDED PRICE 1.0 Corporation Stops 1.1 Inlet -outside iron pipe thread outlet -Compression for copper tubing. Size %" 200 each $ 22.30 $ 4,460.00 $ 22.95 $ 4,590.00 $ 22.72 $ 4,544.00 $ 23.70 $ 4,740.00 1.2 Inlet -outside iron pipe thread outlet -Compression for copper tubing. Size 1" 300 each 33.80 10,140.00 34.70 10,410.00 34.36 10,308.00 35.90 10,770.00 1.3 Inlet -outside iron pipe thread outlet -Compression for copper tubing. Size 1 %" 75 each 95.80 7,185.00 95.50 7,162.50 99.07 7,430.25 103.50 7,762.50 1.4 Inlet -outside iron pipe thread outlet -Compression for copper tubing. Size 2" 100 each 158.50 15,850.00 158.00 15,800.00 162.15 16,215.00 171.30 17,130.00 2.0 Angle Ball Meter Valves 2.1 Inlet -Compression copper tubing outlet -Meter coupling nut. Size %" X 1" 150 each 59.40 8,910.00 59.05 8,857.50 59.86 8,979.00 62.50 9,375.00 2.2 Inlet -Compression for copper tubing outlet -Meter coupling nut. Size %" 150 each 52.40 7,860.00 52.05 7,807.50 52.73 7,909.50 55.10 8,265.00 2.3 Inlet -Compression for copper tubing outlet -Meter coupling nut. Size 1" 120 each 77.80 9,336.00 78.10 9,372.00 79.12 9,494.40 82.70 9,924.00 2.4 Inlet -Inside iron pipe thread outlet -Meter coupling nut. Size %" 250 each 45.45 11,362.50 47.35 11,837.50 47.47 11,867.50 50.10 12,525.00 2.5 Inlet -Inside iron pipe thread outlet -Meter coupling nut. Size 1" 100 each 69.35 6,935.00 71.35 7,135.00 72.28 7,228.00 75.50 7,550.00 2.6 Inlet-FIPT for copper tubing outlet -Meter coupling nut. Size %" 100 each 20.74 2,074.00 21.80 2,180.00 21.62 2,162.00 22.50 2,250.00 2.7 Inlet-FIPT for copper tubing outlet -Meter coupling nut. Size %" X 1" 100 each 22.15 2,215.00 23.30 2,330.00 23.08 2,308.00 24.10 2,410.00 3.0 Straight Ball Meter Valves 3.1 Inlet -Compression for copper tubing outlet -Meter coupling nut. Size %" 100 each 47.50 4,750.00 47.30 4,730.00 47.91 4,791.00 50.00 5,000.00 3.2 Inlet -Compression for Copper tubing outlet -Meter 50 each 70.35 3,517.50 70.00 3,500.00 70.83 3,541.50 74.00 3,700.00 Coupling nut. Size 1" 3.3 Inlet -Flared copper Outlet -Female iron pipe thread. 50 each 41.95 2,097.50 41.70 2,085.00 42.27 2,113.50 44.10 2,205.00 Size %" 3.4 Inlet -Flared copper Outlet -Female iron pipe thread. 50 each 59.25 2,962.50 58.90 2,945.00 59.69 2,984.50 62.40 3,120.00 Size 1" 3.5 Inlet -Female iron pipe thread, Outlet -Female iron pipe thread. Size %" 200 each 35.50 7,100.00 35.25 7,050.00 35.38 7,076.00 37.30 7,460.00 3.6 Inlet -Female iron pipe thread, Outlet -Female iron pipe thread. Size 1" 50 each 55.15 2,757.50 54.85 2,742.50 55.57 2,778.50 58.10 2,905.00 3.7 Inlet -Flared copper Outlet- Meter coupling nut Size 50 each 47.00 2,350.00 45.55 2,277.50 45.89 2,294.50 47.95 2,397.50 3.8 Inlet -Compression Copper, Outlet -Female iron Pipe thread. Size %" 150 each 40.15 6,022.50 39.85 5,977.50 40.40 6,060.00 42.20 6,330.00 3.9 Inlet -Compression Copper, Outlet -Female iron Pipe thread. Size 1" 150 each 61.60 9,240.00 61.20 9,180.00 62.04 9,306.00 64.80 9,720.00 4.0 Unions & Couplings 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 5.0 5.1 5.2 5.3 6.0 6.1 6.2 6.3 6.4 7.0 7.1 7.2 7.3 Inlet -Compression for Copper tubing outlet - Compression for copper tubing. Size %" Inlet -Compression for copper tubing outlet - Compression for copper tubing. Size 1" Inlet -Compression for copper tubing outlet - Compression for copper tubing. Size 1 %" Inlet -Compression for copper tubing outlet - Compression for copper tubing. Size 2" Inlet -Compression iron pipe thread outlet - Compression for copper tubing. Size %" Inlet -Outside iron pipe thread outlet -Compression for copper tubing. Size 1" Inlet -Outside iron pipe thread outlet -Compression for copper tubing. Size 1"X1-1/4" Inlet -Outside iron pipe thread outlet -Compression for copper tubing. Size 1 %" Inlet -Outside iron pipe thread outlet -Compression for copper tubing. Size 2" Inlet -Inside iron pipe thread outlet -Compression for copper tubing. Size %" Inlet -Inside iron pipe thread outlet -Compression for copper tubing. Size %" x %" Inlet -Flared copper Outlet -Outside iron pipe thread. Size 1" Inlet -Flared copper Outlet -Outside iron pipe thread. Size %" U -branches Inlet -Compression for copper tubing outlet -Outside iron pipe thread. Size 1" inlet x %" outlet x 71/2" Inlet -Compression for copper tubing outlet -Outside iron pipe thread. Size 1" inlet x %" outlet x 14" Inlet -Compression for copper tubing outlet -Outside iron pipe thread. Size 3/4" FIP inlet x %"MIP outlet x Straight Meter Couplings Tailpiece -Outside iron pipe thread meter connection -Meter swivel nut. Size %" x 212" Tailpiece -Outside iron pipe thread meter connection -Meter swivel nut. Size 1" x 212" Inlet -Compression for copper tubing outlet -MIPT Size 1" x 1-1/4" Inlet -Flare for copper tubing outlet-MIPT Size %" Resetters Resetter 5/8" X 3/4" X 7" Resetter 5/8" X 3/4" X 9" Resetter 5/8" X 3/4" X 12" Tota I: 250 each 12.50 3,125.00 12.80 3,200.00 12.68 3,170.00 13.20 3,300.00 200 each 14.95 2,990.00 14.65 2,930.00 14.51 2,902.00 15.10 3,020.00 75 each 48.95 3,671.25 49.00 3,675.00 48.55 3,641.25 50.70 3,802.50 150 each 66.10 9,915.00 66.20 9,930.00 65.54 9,831.00 68.50 10,275.00 1000 each 10.50 10,500.00 10.50 10,500.00 10.31 10,310.00 10.80 10,800.00 300 each 12.45 3,735.00 12.45 3,735.00 12.33 3,699.00 12.80 3,840.00 50 each 23.75 1,187.50 22.20 1,110.00 20.10 1,005.00 21.00 1,050.00 75 each 34.07 2,555.25 34.10 2,557.50 33.78 2,533.50 35.30 2,647.50 150 each 49.65 7,447.50 49.70 7,455.00 49.24 7,386.00 51.40 7,710.00 100 each 11.05 1,105.00 11.05 1,105.00 10.95 1,095.00 11.40 1,140.00 100 each 14.10 1,410.00 12.55 1,255.00 12.66 1,266.00 13.20 1,320.00 50 each 13.35 667.50 13.35 667.50 13.23 661.50 15.00 750.00 100 each 10.60 1,060.00 10.00 1,000.00 9.92 992.00 10.30 1,030.00 25 each 32.24 806.00 31.60 790.00 32.71 817.75 33.40 835.00 25 each 56.20 1,405.00 63.40 1,585.00 57.06 1,426.50 58.30 1,457.50 25 each 30.00 750.00 43.40 1,085.00 27.57 689.25 28.10 702.50 1500 each 6.75 10,125.00 6.80 10,200.00 6.84 10,260.00 7.00 10,500.00 300 each 10.45 3,135.00 10.50 3,150.00 10.65 3,195.00 10.80 3,240.00 50 each 28.75 1,437.50 22.20 1,110.00 26.97 1,348.50 27.50 1,375.00 50 each 9.35 467.50 9.35 467.50 21.36 1,068.00 21.80 1,090.00 25 each 64.00 1,600.00 62.95 1,573.75 65.20 1,630.00 66.60 1,665.00 25 each 65.00 1,625.00 63.70 1,592.50 66.01 1,650.25 67.40 1,685.00 25 each 67.50 1,687.50 66.00 1,650.00 68.33 1,708.25 69.80 1,745.00 $ 199,532.50 $ 200,293.25 $ 201,676.90 $ 210,519.00 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: TO: Ronald L. Olson, City Manager December 9, 2014 FROM: Christela Morales, Procurement Manager christelam@cctexas.com (361) 826-3169 Mark Van Vleck, Executive Director of Utilities Department markvv@cctexas.com (361) 826-1874 Supply Agreement for Liquid Chlorine CAPTION: Motion approving a supply agreement with DPC Industries, Inc., Corpus Christi, Texas for liquid chlorine in accordance with Bid Invitation No. BI -0215-14 based on lowest responsible bid for an estimated semi-annual expenditure of $120,744.00. The term of the agreement shall be for six (6) months with options to extend for up to nine (9) additional six-month periods, subject to the approval of the supplier and the City Manager or designee. Funds have been budgeted by the Utilities Department in FY 2014-2015. PURPOSE: To be used at the Stevens Water Treatment Plant to disinfect potable (drinking) water. BACKGROUND AND FINDINGS: All options to extend the previous contract have been exercised. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $4,361,500.00 $0 $4,361,500.00 Encumbered / Expended Amount $281,196.75 $0 $281,196.75 This item $120,744.00 $0 $120,744.00 BALANCE $3,959,559.25 $3,959,559.25 Fund(s): Water Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN ITEM DESCRIPTION QTY UNIT BID TABULATION BID INVITATION NO. BI -0215-14 LIQUID CHLORINE DPC Industries, Inc. Corpus Christi, Texas Brenntag Southwest, Inc. Houston, Texas UNIT TOTAL PRICE PRICE 1 Liquid chlorine, delivered in rail tank cars per Specification No. 1209. 540 Ton $223.60 $120,744.00 Total: $120,744.00 UNIT TOTAL PRICE PRICE $259.00 $139,860.00 $139,860.00 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting December 16, 2014 DATE: TO: Ronald L. Olson, City Manager December 9, 2014 FROM: Christela Morales, Procurement Manager christelam@cctexas.com (361) 826-3169 Michael Morris, Director of Parks and Recreation michaelmo@cctexas.com (361) 826-3464 Purchase of Pickup Trucks CAPTION: Motion approving the purchase of four (4) 2015 Ford F150 Supercrew pickup trucks from Caldwell Country Ford -Chevrolet, Caldwell, Texas for a total amount of $127,776.00. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds have been budgeted in FY 2014-2015. PURPOSE: One (1) 4 -wheel drive truck will be used for litter enforcement on the Gulf Beach. One (1) truck will be used for litter enforcement in the Tourist District. Two (2) trucks will be used for the Strike Force. All of the trucks are additions to the fleet. BACKGROUND AND FINDINGS: None. ALTERNATIVES: CNG is not available for these vehicles. CNG Standards Checklist Standard Meets Standard Does not Meet Standard Reliability (OEM available?) (CNG not available) Specifications (Bi -Fuel available?) (Bi -Fuel not available) Economics (comparison available?) (CNG not available) Exclusions X No OEM available X Mission Capability compromised X OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Parks and Recreation 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 $142,000.00 $0 $142,000.00 Encumbered / Expended Amount $0 $0 $0 This item $127,776.00 $0 $127,776.00 BALANCE $14,224.00 $14,224.00 Fund(s): General Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet. CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: LATIFAH JACKSON ITEM 1. 2. DESCRIPTION PRICE SHEET TLGPC CONTRACT NO. 430-13 PURCHASE OF PICKUP TRUCKS QTY. 2015 Ford F150 Super Crew Buy Board Fee TOTAL: 4 1 CALDWELL COUNTY FORD -CHEVROLET Caldwell, Texas UNIT UNIT PRICE Each $31,844.00 Each $400.00 EXTENDED PRICE $127,376.00 $400.00 $127,776.00 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: December 9, 2014 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager ChristelaM@cctexas.com 361-826-3169 Lawrence Mikolajczyk, Director of Solid Waste Operations lawm@cctexas.com 361-826-3932 Curbside Refuse and Recycle Containers CAPTION: Motion approving the lease purchase of 8,112 96 -gallon curbside refuse containers and 1,870 96 -gallon curbside recycle containers from Toter Incorporated, Statesville, NC for the total amount of $548,223.96. The award is based on the cooperative purchasing agreement with the Houston -Galveston Area Council of Governments (H -GAC). The containers will be used in the City's automated collection program. Funds for the lease purchase of the curbside collection containers will be provided through the City's lease/purchase financing program. PURPOSE: These containers are used by customers for their refuse and recycling needs. BACKGROUND AND FINDINGS: These containers will be distributed to residents in new start-up homes, residents requesting additional containers and replacement units. The entire City is currently on the automated collection program. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: The containers will be funded for a sixty -month period with an estimated interest rate of 2.35%. The actual interest rate will be determined after the acceptance of the containers. The estimated annual payment for the Solid Waste Department is $116,319.72. Total estimated cost over the sixty -month period, including principal of $548,223.96 and interest of $33,374.64 is $581,598.60. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and Texas State procurement laws. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Solid Waste 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 $3,135,353.76 $494,358.81 $3,629,712.57 Encumbered / Expended Amount $0.00 $0.00 $0.00 This item $87,239.79 $494,358.81 $581,598.60 BALANCE $3,048,113.97 $0.00 $3,048,113.97 Fund(s): General Fund Comments: The $87,239.79 financial impact shown above represents nine months of payments that will be encumbered through the end of this fiscal year. The remaining $494,358.81 for the last fifty-one (51) months of the lease -purchase payments will be requested for future fiscal years during the normal budget process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price sheet. CITY OF CORPUS CHRISTI PURCHASING DIVISION SENIOR BUYER: GABRIEL MALDONADO PRICE SHEET HGAC CONTRACT # GC01-13 CURBSIDE REFUSE & RECYCLE CONTAINERS Toter Incorporated Statesville, NC Item Description Qty. Unit Unit Price Extended Price 1 96 -gallon curbside refuse containers 2 96 -gallon curbside recycle containers 3 Freight Charges TOTAL: 8,112 1,870 1 Ea Ea Lot $53.28 $56.18 $10,960.00 $432,207.36 $105,056.60 $10,960.00 $548,223.96 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: December 9, 2014 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager christelam@cctexas.com 361-826-3169 Constance P. Sanchez, Director of Financial Services constancep@cctexas.com 361-826-3227 Third Amendment to the Municipal Lease Line of Credit Agreement with Frost Bank CAPTION: Motion authorizing the City Manager or designee to execute a third amendment to the existing Municipal Lease Line of Credit Agreement between the City of Corpus Christi and Frost Bank for an estimated annual expenditure of $496,704.13 and authorizing the City Manager or designee to execute future amendments necessary to adjust the annual amount financed as agreed to by the parties. PURPOSE: The City uses municipal lease purchase financing to fund equipment and rolling stock replacement needs. This third amendment will change the date the City's annual equipment schedule must be provided to the bank, from August 30th to October 31St. Secondly, it will modify the annual maximum credit amount to be financed under the agreement from $9,020,422.80 to $8,339,725.00. Finally, it will correct language inadvertently deleted by the second amendment and add language regarding the Municipal Advisor Disclosure/Acknowledgement. BACKGROUND AND FINDINGS: As equipment is requisitioned to be purchased, the equipment is purchased under all applicable statutes and city procurement policies. The financing for the purchase is provided through this lease line of credit agreement. An estimated $8,339,725.00 million worth of equipment is projected to be purchased during the next twelve month period of this agreement. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: The actual interest rate will fluctuate throughout the term of the contract based on the index rate at the time of the purchase. Based on the index rate at the time of the bid, on October 1, 2014, the interest rate charged to the City for a 60 month lease is 2.30%. The current year financial impact shown on the following table represents interest costs, at 2.30%, associated with financing 45 separate awards of equipment that has either been delivered or is on order and expected to be delivered throughout the remainder of this fiscal year. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and Texas State procurement laws. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Finance 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 $5,419,512.77 $321,605.12 $5,741,117.89 Encumbered / Expended Amount $551,856.95 $551,856.95 This item $175,099.01 $321,605.12 $496,704.13 BALANCE $4,692,556.81 $4,692,556.81 Fund(s): General, Engineering, Street, Wastewater and Water Fund Comments: The $175,099.01 financial impact shown above represents estimated interest costs that will be encumbered through the end of this fiscal year. The remaining $321,605.12 of the interest costs will be requested for future fiscal years during the normal budget process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Master Lease Purchase Agreement CITY OF CORPUS CHRISTI PURCHASING DIVISION PRICE SHEET Request for Proposal No.: BI -0040-13 Municipal Lease Line of Credit Item Description Frost Bank San Antonio , TX INDEX' Secure Connect Bullet Rate from www.FHLB (Federal Home Loan Bank).com on 11/24/14 - 79% of rate applied % adder Loan Rate, Index plus adder Total Interest Cost for Financing 8.3 million over 60 months at 2.30% interest 1 Lease Purchase financing for a 60 month term 1.00% 1.300% 2.300% 496.704.13 THIRD AMENDMENT TO MASTER LEASE PURCHASE AGREEMENT THIS THIRD AMENDMENT TO THE MASTER LEASE PURCHASE AGREEMENT (this 'Third Amendment"), dated as of , 2014, is made by and between Frost Bank, a Texas state bank, as lessor ("Lessor"), and the City of Corpus Christi, a political subdivision of the State of Texas, as lessee ("City"). RECITALS: WHEREAS, Lessor and City entered into that certain Master Lease Purchase Agreement dated as of February 15, 2013 (the "Agreement"); WHEREAS, the Agreement was amended pursuant to that First Amendment to Master Lease Purchase Agreement dated February 15, 2013, and that Second Amendment to Master Lease Agreement dated October 21, 2013; and WHEREAS, Lessor and City now desire to further amend the Agreement as herein set forth by execution of this Third Amendment. NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Section 1.2 (Exhibits), subpart "Exhibit 'F': Approved Property List" of the Agreement is amended by changing the third sentence to read as follows: "City will furnish Lessor an Exhibit "F" by October 31st annually, which Exhibit "F" lists all Property budgeted for purchase during subsequent fiscal years." 2. Section 3.1 (Acquisition of Property) of the Agreement is amended in its entirety to read as follows: "The aggregate amount of all Leases which may be entered into pursuant to this Agreement shall not exceed $8,339,725.00. During the Lease Term, when City desires to lease a Property Group from Lessor, Contract Administrator shall complete an Exhibit "E", Requisition Report, which includes (a) the Property Group, (b) an estimated price for each piece of Property, (c) the budgeted amount for the Property Group, and (d) the desired number of Lease Payments for the Property Group. "For any Property not on the annually approved Exhibit "F", Lessor must advise the Contract Administrator in writing within three (3) business days after receipt of a completed Exhibit "E" whether Lessor will lease the Property Group to City. "City will initiate the procurement process to purchase the Property Group. Upon receipt of bids and an award by City Council of a contract to purchase the subject Property Group, City shall notify Lessor in writing of the Property Group cost and estimated delivery period, and Lessor shall execute an Exhibit "A", numbered with the assigned Lease Number, and forward it to the Contract Administrator. "If City so desires, or if Lessor chooses not to lease a Property Group to City or chooses not to lease for the number of Lease Payments requested by the City, City may lease the subject Property Group from anyone else it chooses." 3. Municipal Advisor Disclosure/Acknowledgement. City acknowledges and agrees that, pursuant to applicable securities law and in light of relevant circumstances, Lessor generally would require the City to obtain an independent registered municipal advisor ("IRMA") in connection with each Lease executed in connection with and pursuant to the Agreement (the "Transaction"). City represents to Lessor that City has, after careful and deliberate consideration, voluntarily chosen to forgo the use of an IRMA in connection with the Transaction. City represents and warrants to Lessor that: (i) City has such knowledge and experience in financial and business matters as to be fully and completely capable of evaluating all of the merits and risks of the Transaction and have previously engaged in transactions like the Transaction; (ii) City is sophisticated and have made all independent investigations believed by us to be appropriate, including seeking the advice of our own professional, financial, tax, accounting and other advisors (whether employed by us or otherwise), and City is making an independent and voluntary decision to enter into the Transaction; (iii) City has been furnished with such documents, materials and information that it deems necessary or appropriate for evaluating the Transaction; and (iv) City has and will read carefully such documents, materials and information and understand and have carefully evaluated the types of risks involved with the Transaction. In connection with any proposals or communications concerning or relating to the Transaction, City acknowledges and agrees that: (a) Lessor, its affiliates and their representatives, have not made any recommendations or provided any advice to City; (b) Lessor is not acting as a municipal advisor, financial advisor, or fiduciary to the City and has not assumed any advisory or fiduciary responsibility to the City with respect to our participation in the Transaction, or any discussions, undertakings and proposals leading thereto or resulting therefrom (irrespective of whether Lessor has provided other services or is currently providing other services to the City on other matters); (c) the only role that Lessor has relating to the Transaction is to serve as (i) the lessor of certain personal property, (ii) counterparty in a municipal financial product and/or (iii) as the purchaser of municipal securities for its own account, and Lessor is acting for its own interest; and (d) Lessor is relying on the representations, warranties, agreements and other information provided by the City in this Amendment and would not enter into the Transaction but for the representations, warranties, agreements and other information set forth herein. 4. Continued Effectiveness. Except as expressly modified by the terms and provisions hereof, each of the terms and provisions of the Agreement, the First Amendment, and the Second Amendment are hereby ratified and confirmed and shall remain in full force and effect. 5. No Oral Agreements. This instrument embodies the final entire agreement among the parties, and there are no oral agreements among the parties hereto. EXECUTED as of the date first above written. LESSOR: FROST BANK By: &____1 Name: "TAI AeetvoD Title: \St +'Lt \J 1 c2 Q 5 i C1 - CITY: CITY OF CORPUS CHRISTI By: Name: Title: Appro ed as to forrrr it Assis 41 City Attorney For City Attorney (Page 1 of 5) Cir SECOND AMENDMENT TO MASTER LEASE PURCHASE AGREEMENT THIS SECOND AMENDMENT TO MASTER LEASE PURCHASE AGREEMENT (this "Amendment"), dated as of October 21, 2013, is between Frost Bank, a state banking association, as lessor ("Lessor") and the City of Corpus Christi, a political subdivision of the State of Texas, as lessee ("City"). RECITALS: WHEREAS, Lessor and City entered into that certain Master Lease Purchase Agreement dated as of February 15, 2013 (the "Agreement"). WHEREAS, Lessor and City now desire to amend the Agreement as herein set forth. NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendment to Section 3.1. Effective as of the date hereof, Section 3.1 is hereby amended to read as follows: The aggregate amount of all Leases which may be entered into. pursuant to this Agreement shall not exceed $9,020,422.80. 2. Continued Effectiveness. Except as expressly modified by the terms and provisions hereof, each of the terms and provisions of the Agreement are hereby ratified and confirmed, and shall remain in full force and effect. 3. Governing Law. THE TERMS AND PROVISIONS HEREOF •SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. 4. No Oral Agreements. This Amendment and the Agreement embody the final, entire agreement among the parties hereto. There are no oral agreements' among the parties hereto. [(Remainder of Page Intentionally Left Blank]] G:\Loan Agmt\Leasc\2nd Amend\City or Corpus Christi.docx 3544137 10/18/13 (Page 2 of 5) EXECUTED as of the date first above written. CITY OF CORPUS CHRISTI By: Name: Title: LESSOR: AMA. w J dW` VIIIA ERWAN ►L trviCe4 FROST BANK By: ��''"' ' ` 4-4.i Name: J1,°?: 6-rD f.12.4.1).5 /Cid Title: c-12. Vim G:\Loan Agmt\Lease\2nd Amend\City of Corpus Christi.docx 3544137 10/18/13 -2- ARTICLE 3. LEASE OF PROPERTY Section 3.1. Acquisition of Property. During the Lease Term, when City desires to lease a Property Group from Lessor, Contract Administrator shall complete an Exhibit "E", Requisition Report, which includes the Property Group, an estimated price for each piece of Property, the budgeted amount for the Property Group, and the desired number of Lease Payments for the Property Group. For any Property not on the annually approved Exhibit "F", Lessor must advise the Contract Administrator in writing whether Lessor will lease the Property Group to City within three (3) business days after receipt of a completed Exhibit "E". City will initiate the procurement process to purchase the Property Group. Upon receipt of bids and award by City Council of a contract to purchase City shall notify Lessor in writing of the Property Group cost and estimated delivery period, and Lessor shall execute an Exhibit "A", numbered with the assigned Lease Number, and forward it to the Contract Administrator. If City so desires, or if Lessor chooses not to lease a Property Group to City or chooses not to lease for the number of Lease Payments City requested, City may lease the Property Group from any one else it chooses. Section 3.2. Property Delivery; Documentation. Upon Lessor's written approval of an Exhibit "E" Lessor shall provide City with an assigned Lease Number and Contract Administrator will prepare working file copies of Exhibits "A" and "B", and forward a copy of each to Lessor's designated representative. After delivery of a Property Group to City, City staff shall inspect the Property Group for compliance with Specifications. Within three (3) business days after the Contract Administrator receives staffs written acceptance of the Property Group, City will complete the previously furnished Exhibits "A" and "B" and will provide Lessor a completed and executed Exhibit "C" (Certificate of Acceptance). Lessor must pay a Contractor, or reimburse City for any payment it made to a Contractor, for a Property Group on the same day that the Amortization Schedule Exhibit "B" begins, which must be within three business days of receipt of all documents from the City. Contract Administrator must provide Lessor, in a form satisfactory to Lessor, the following: (a) an Exhibit "A" and Exhibit "B" executed by City and Lessor; (b) an Exhibit "C" executed by City; (c) a motion, or other evidence, showing official action taken by the City Council to authorize acquisition of the Property Group on the terms provided in Exhibit "A"; (d) Contractor invoice(s) and/or bill(s) of sale relating to the Property Group, and if the invoices have been paid by City evidence of payment thereof, and if applicable, evidence of official intent to reimburse such payment as required by the Regulations; FIRST AMENDMENT TO MASTER LEASE PURCHASE AGREEMENT THIS FIRST AMENDMENT TO MASTER LEASE PURCHASE AGREEMENT (this "Amendment"), dated as of February 15, 2013, is between Frost Bank, a state banking association, as lessor ("Lessor") and the City of Corpus Christi, a political subdivision of the State of Texas, as lessee ("City"). RECITALS: WHEREAS, Lessor and City entered into that certain Master Lease Purchase Agreement dated as of February 15, 2013 (the "Agreement"). WHEREAS, Lessor and City now desire to amend the Agreement as herein set forth. NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendment to Section 3.1. Effective as of the date hereof, a new first sentence shall be added to Section 3.1 and such sentence shall read as follows: The aggregate amount of all Leases which may be entered into pursuant to this Agreement shall not exceed $6,701,612.60. 2. Continued Effectiveness. Except as expressly modified by the terms and provisions hereof, each of the terms and provisions of the Agreement are hereby ratified and confirmed, and shall remain in full force and effect. 3. Governing Law. THE TERMS AND PROVISIONS HEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. 4. No Oral Agreements. This Amendment and the Agreement embody the final, entire agreement among the parties hereto. There are no oral agreements among the parties hereto. [[Remainder of Page Intentionally Left Blank.]] AMENDMENT EXECUTED as of the date first above written. AMENDMENT CITY OF CORPUS CHRISTI By: Name: Title: LESSOR: FROST BANK By: Name: Title: 1 /3( f -2- MASTER LEASE PURCHASE AGREEMENT BETWEEN The City of Corpus Christi, as "City" and Frost Bank, as Lessor THIS MASTER LEASE PURCHASE AGREEMENT (the Agreement), is by and between Frost Bank, a state banking association, as lessor (Lessor) whose address is 100 West Houston Street, San Antonio, Texas 78205, and the City of Corpus Christi, a political subdivision of the State of Texas as lessee (City), whose address is 1201 Leopard, Corpus Christi, Nueces County, Texas 78401. WITNESSETH: WHEREAS, the City is authorized by law to acquire such items of personal property as are needed to carry out its governmental functions, and to acquire such personal property by entering into a lease with the option to purchase; and WHEREAS, the City has determined that it is necessary for it to acquire under this Agreement certain items of personal property described herein as the Property; and WHEREAS, Lessor is willing to lease certain Property to the City pursuant to this Agreement; NOW, THEREFORE, in consideration of the mutual covenants contained herein City and Lessor hereto recite and agree as follows: ARTICLE 1. DEFINITIONS AND EXHIBITS Section 1.1 Definitions. The terms defined in this Section, for all purposes of this Agreement, have the following meanings: Additional Terms: Consecutive terms, each of a one-year fiscal period, for which a Lease with respect to a Property Group remains in effect unless terminated by City. Each Additional Term commences at the end of the Original Term or the preceding Additional Term and continues for a period within which all of the Lease Payments specified in Exhibit "B" will be paid as provided in Section 4.1. Agreement: The Master Lease Agreement and all Exhibits hereto. Business Day: Each day on which the City is open for business. Contractor: Each manufacturer or vendor from whom the City has ordered or contracted for the manufacture, delivery, and/or installation of the Property. 1 Contract Administrator: The City's designated representative for administering this Agreement is the Director of Financial Services or designee. Fiscal Year: The twelve (12) month fiscal period of the City which commences annually on August 1 and ends on the following July 31. Independent Counsel: An attorney duly admitted to the practice of law before the highest court of Texas and who has no past or present relationship with either Lessor or City. Interest: The portion of any Lease Payment designated as and comprising interest as shown in any Exhibit "B" hereto. Lease: With respect to each Property Group, this Agreement and the Schedule relating thereto, which shall constitute a separate contract relating to such Property Group. Lease Payment: The payment of Principal and Interest due from the City to Lessor on each Payment Date as shown on each Exhibit "B". Lease Term: With respect to any Property Group, the Original Term and all Additional Terms during which the related Lease is in effect as specified in Section 4.1. Net Proceeds: Any insurance proceeds or condemnation award, paid with respect to any Property, remaining after payment therefrom of all expenses incurred in the collection thereof. Non -appropriation: The failure of the City Council of the City to appropriate money for any Fiscal Year sufficient for the continued performance of a Lease by the City with respect to the related Property Group, which may be evidenced by a budget ordinance or resolution which prohibits the City from using any monies to pay the Lease Payments due under such Lease with respect to such Property Group for a designated Fiscal Year. Original Term: The period from the date of execution of an Exhibit A with respect to a Property Group until the end of the Fiscal Year which includes the date of execution. Payment Date: The date upon which any Lease Payment is due and payable as provided in any Exhibit "B". Permitted Encumbrances: As of any particular time: (i) liens for taxes and assessments not then delinquent, or which the City may, pursuant to the provisions of Section 7.3 hereof, permit to remain unpaid, (ii) this Agreement and amendments hereto, (iii) Lessor's interest in the Property, and (iv) any mechanic's, laborer's, material men's, supplier's or vendor's lien or right not filed or perfected in the manner prescribed by law, other than any lien arising through a Contractor or which the City may, pursuant to Article 8, hereof, permit to remain unpaid. Principal: The portion of any Lease Payment designated as principal in any Exhibit "B" hereto. Property: Individually or collectively as the context requires, the personal property designated by the City, which is described in one or more Exhibit "A"s as now or hereafter constituted. The City may lease -purchase all Property it determines necessary to provide essential services, which includes computer hardware and software. Property Group: The Property listed on any Exhibit "A," comprising a single purchase or a group of items, equipment, or associated products. Purchase Option Price: With respect to a Property Group listed on any single Exhibit "A," the amount equal to the unpaid Principal Balance of the Property Group, plus unpaid interest accrued to the prepayment date. Schedule: A schedule consisting of separate but like -numbered pages of Exhibits A and B which have been completed with respect to a Property Group and executed by Lessor and City. Specifications: The procurement specifications and/or purchase order pursuant to which the City has ordered any Property from a Contractor. Section 1.2. Exhibits. The following Exhibits are attached to and by reference made a part of this Agreement: Exhibit "A": Property Group Description. Each Lease will have consecutively numbered Exhibit "A"s. Each Exhibit "A" will describe the Property Group for its Lease, including serial numbers when available, on consecutively numbered pages. A sample Exhibit "A" is attached and incorporated. Exhibit "B": Lease Payment Schedule. Each Lease will have consecutively numbered Exhibit "B"s. Each Exhibit "B" will contain the date and amount of each Lease Payment due for the corresponding Exhibit "A" Property Group, the amount of each Lease Payment allocating Principal and Interest, the price at which City may exercise its Article X option to purchase Lessor's interest in each Property Group, and the due date of each Lease Payment. Exhibit "C": Certificate of Acceptance. A Certificate of Acceptance signed by the Contract Administrator indicating that the Property Group described therein has been delivered and installed in accordance with the Specifications, and has been accepted by the City, the date on which Lease Payments shown in the page of Exhibit "B" relating thereto commences, and that certain other requirements have been met by the City. A sample Exhibit "C" is attached and incorporated. Exhibit "D": Opinion of Counsel. A form of opinion of counsel to the City as to the organization, nature, and powers of the City; the validity, execution, and delivery of this Agreement and various related documents; the absence of litigation; and related matters. A sample Exhibit "D" is attached and incorporated. Exhibit "E": Requisition Report. City shall furnish Lessor an Exhibit "E" prior to issuing a procurement for any Property Group unless the item is on Exhibit "F", Approved Property List. The parties agree that no Exhibit "E" shall be required for property listed on Exhibit "F". Each Exhibit "E" will include the proposed Property Group, an estimated price 3 for each piece of Property, the budgeted amount for each piece of Property, the desired number of Lease Payments, and any other information that City's Contract Administrator and an authorized agent of Lessor mutually agrees to add to Exhibit "E". A sample Exhibit "E" is attached and incorporated. Exhibit "F": Approved Property List. City will furnish Lessor an Exhibit "F" listing all Property budgeted for purchase during FY12-13. Lessor approves the lease purchase of all Property listed on Exhibit "F" by bidding on and signing this contract. City will furnish Lessor's Agent a new Exhibit "F" by August 15th annually, which lists all Property budgeted for purchase during subsequent fiscal years. The initial Exhibit "F" is attached and incorporated. ARTICLE 2. REPRESENTATION, COVENANTS, AND WARRANTIES Section 2.1. Representations, Covenants, and Warranties of the City. The City represents, covenants, and warrants as follows: (a) The City is a municipal corporation and political subdivision of Texas, duly organized and existing under the Constitution and laws of the State. The City will do or cause to be done all things necessary to preserve and keep in full force and effect throughout the Lease Term its existence as a body politic and corporate. (b) The City is authorized under the Constitution and laws of Texas to enter into this Agreement and the transactions contemplated hereby, and to perform all of its obligations hereunder. (c) The City Manager has been duly authorized to execute and deliver this Agreement by the official action of the City's governing body, the City Council. (d) In authorizing and executing this Agreement, the City has complied and/or will comply with all public bidding and other laws applicable to this Agreement and the acquisition of the Property by the City. (e) The City is not subject to any legal or contractual provision that restricts or prevents it from entering into and performing its obligations under this Agreement. (f) The City has no knowledge of any pending or threatened action, proceeding or investigation affecting the City, nor, to the best knowledge of the City, is there any basis therefor, wherein an unfavorable result would adversely affect the transactions contemplated by this Agreement. (g) The Property is and will remain throughout the Lease Term personal property and not fixtures. (h) The execution and performance of this Agreement will not violate any judgment, order, law or regulation, constitute a default under any instrument binding upon the City, or create any encumbrance upon any assets of the City or the Property, except for the Permitted Encumbrances. 4 (i) To the knowledge of the current interim City Finance director and interim Assistant City Manager over Finance department, the City has never non -appropriated or defaulted under any of its obligations under any lease -purchase contract, bond or other debt obligation. (j) No approval, consent or withholding of objection is required from any governmental authority other than the City with respect to the entering into or performance by the City of this Agreement. (k) The balance sheet of the City for its most recent Fiscal Year and the related earnings statement of the City for such Fiscal Year will be furnished to Lessor within 30 days of the effective date of this Agreement, and fairly represent the City's financial condition as of such date and the results of its operations for such Fiscal Year in accordance with generally accepted accounting principles consistently applied, and, since such date, there has been no material adverse change in such condition or operations. (1) City has investigated the facts, estimates and circumstances in existence on the date hereof, together with City's expectations as to future events. These are true and are complete in all material respects, and on the basis of such, it is not expected that the use of the proceeds hereof or any other moneys or property will be used in a manner which will cause this Agreement to be treated as an arbitrage bond within the meaning of section 148 of the Code. Such expectations are reasonable, and there are no other facts, estimates or circumstances that would materially change such expectations. (m) None of the proceeds hereof will be used, directly or indirectly, in any trade or business carried on by any person other than a governmental unit, which is defined to include any state of the United States and any political subdivision; agency, instrumentality or entity acting by or on behalf of a state, but not including the United States or any agency or instrumentality thereof, no more than 10% of the Property will be used directly or indirectly in a trade or business carried on by any such person, and no more than 5% of the Property will be used directly or indirectly in trade or business carried on by any such person that is not related to any government use of such Property. (n) Should the Interest component of payments hereunder be deemed by the federal government or determined by the Internal Revenue Service or a court of competent jurisdiction or an opinion of nationally recognized bond counsel not to be exempt from gross income, subject to the provisions of Section 13.13 hereof, City will pay as additional sums hereunder sufficient funds to adjust the interest to be paid hereunder to an amount equivalent to the after-tax interest rate contemplated hereunder as a tax exempt transaction. Said adjustment will be retroactive and apply to any installments already paid by City to Lessor to the extent that any ruling by any such taxing authority requires the payment of additional tax on payments already received by Lessor. This obligation will survive the expiration of this Agreement. (o) The City will not pledge, mortgage, or assign this Agreement, or its duties and obligations hereunder to any other person, firm, or corporation except as provided under the terms of this Agreement. 5 (p) The City will use the Property during the Lease Term only to perform essential governmental functions devoted exclusively to public uses. (q) The City will take all affirmative actions legally within its power necessary to ensure that the Interest portion of the Lease Payments does not become included in the gross income of the recipient for federal income tax purposes under the Internal Revenue Code of 1986 (the Code) and Treasury Regulations promulgated thereunder (the Regulations). (r) Within five (5) Business Days of final acceptance of each Property Group by the Contract Administrator, after delivery and installation of that Property Group, the City will provide to Lessor a completed and executed copy of the Exhibit "C", Certificate of Acceptance, corresponding to that Property group, together with completed and executed copies of the related Exhibits "A" and "B". (s) Upon the execution of this Agreement, the City will provide the Lessor an opinion of its legal counsel in substantially the form of Exhibit "D." (t) Upon the request and direction of Lessor, the City will submit to the Secretary of the Treasury an information reporting statement at the time and in the form required by the Code and Regulations. (u) The City shall take appropriate official action by its governing body to approve the acquisition and financing of any Property Group under the terms and conditions of this Agreement. Section 2.2. Representation, Covenants, and Warranties of Lessor. Lessor represents, covenants, and warrants as follows: (a) Lessor is a state banking association duly organized, existing and in good standing under and by virtue of the laws of the State of Texas and has power to enter into this Agreement, is possessed of full power to own and hold personal property, and to lease the same; engages in the leasing of personal property such as the Property in the ordinary course of business; and has duly authorized the execution and delivery of this Agreement and all addenda thereto. (b) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions thereof, nor the consummation of the transactions contemplated thereby, conflicts with or results in a breach of the terms, conditions, or provisions of any restriction, agreement, or instrument to which Lessor is now a party or by which Lessor is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of Lessor, or upon the Property except Permitted Encumbrances. (c) Lessor must not issue Certificates of Participation and Lessor agrees that City shall not be required to provide any disclosure information under Securities & Exchange Commission Rule 15(c) 2-12. 6 ARTICLE 3. LEASE OF PROPERTY Section 3.1. Acquisition of Property. During the Lease Term, when City desires to lease a Property Group from Lessor, Contract Administrator shall complete an Exhibit "E", Requisition Report, which includes the Property Group, an estimated price for each piece of Property, the budgeted amount for the Property Group, and the desired number of Lease Payments for the Property Group. For any Property not on the annually approved Exhibit "F", Lessor must advise the Contract Administrator in writing whether Lessor will lease the Property Group to City within three (3) business days after receipt of a completed Exhibit "E". City will initiate the procurement process to purchase the Property Group. Upon receipt of bids and award by City Council of a contract to purchase City shall notify Lessor in writing of the Property Group cost and estimated delivery period, and Lessor shall execute an Exhibit "A", numbered with the assigned Lease Number, and forward it to the Contract Administrator. If City so desires, or if Lessor chooses not to lease a Property Group to City or chooses not to lease for the number of Lease Payments City requested, City may lease the Property Group from any one else it chooses. Section 3.2. Property Delivery; Documentation. Upon Lessor's written approval of an Exhibit "E" Lessor shall provide City with an assigned Lease Number and Contract Administrator will prepare working file copies of Exhibits "A" and "B", and forward a copy of each to Lessor's designated representative. After delivery of a Property Group to City, City staff shall inspect the Property Group for compliance with Specifications. Within three (3) business days after the Contract Administrator receives staffs written acceptance of the Property Group, City will complete the previously furnished Exhibits "A" and "B" and will provide Lessor a completed and executed Exhibit "C" (Certificate of Acceptance). Lessor must pay a Contractor, or reimburse City for any payment it made to a Contractor, for a Property Group on the same day that the Amortization Schedule Exhibit "B" begins, which must be within three business days of receipt of all documents from the City. Contract Administrator must provide Lessor, in a form satisfactory to Lessor, the following: (a) an Exhibit "A" and Exhibit "B" executed by City and Lessor; (b) an Exhibit "C" executed by City; (c) a motion, or other evidence, showing official action taken by the City Council to authorize acquisition of the Property Group on the terms provided in Exhibit "A"; (d) Contractor invoice(s) and/or bill(s) of sale relating to the Property Group, and if the invoices have been paid by City evidence of payment thereof, and if applicable, evidence of official intent to reimburse such payment as required by the Regulations; 7 (e) as applicable, financing statements executed by City as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application if any of the Property Group is subject to certificate of title laws; (f) a completed and executed Form 8038-G or -GC or evidence of filing thereof with the Secretary or Treasury; and (g) any other documents or items reasonably required by Lessor. Simultaneously with the delivery of the Property Group, Lessor shall cooperate with the City and the City shall take all actions necessary to vest legal title to the Property Group in the City, and to perfect a security interest therein in favor of Lessor or a person, firm, or corporation designated by Lessor. Within three (3) business days of Lessor's receipt of the documents listed above in (a) -(g) in form and substance satisfactory to Lessor, Lessor shall make full payment to Contractor(s) of all funds applicable to the accepted Property Groups by either wire transfer or overnight delivery of a check at the direction of the Contract Administrator. If the escrow agreement described in Section 3.6 is utilized Lessor will consent to a disbursement from the escrow account for payment of all funds applicable to the accepted Property Group within three (3) business days of Lessor's receipt of the documents listed in (a) -(g) above in form and substance satisfactory to Lessor. Section 3.3. Lease. Lessor hereby leases all Property made subject to this Agreement to the City, and the City hereby leases such Property from Lessor, upon the terms and conditions set forth in this Lease. Section 3.4. Possession and Enjoyment. Lessor hereby covenants to provide the City during the Lease Term with the quiet use and enjoyment of the Property, and the City will during the Lease Term peaceably and quietly have and hold and enjoy the Property, without suit, trouble, or hindrance from Lessor, except as expressly set forth in this Agreement. Lessor will, at the request of the City and at the City's cost, join in any legal action in which the City asserts its right to such possession and enjoyment to the extent Lessor lawfully may do so. Section 3.5. Lessor's Access to Property. The City agrees that Lessor may at all reasonable times examine and inspect the Property. The City further agrees that Lessor will have such rights of access to the Property as may be reasonably necessary to cause the proper maintenance of the Property in the event of failure by the City to perform its obligations hereunder. Section 3.6 Alternative Procedure; Escrow Agreement. Notwithstanding the provisions of Section 3.2, if, upon agreement by Lessor and City as to any Property Group to be acquired and leased by City under this Agreement, Lessor and City enter into an escrow agreement (which shall name Lessor as the sole escrow agent) establishing an account from which the Property Group cost is to be paid (the "Escrow Account") (a) Lessor and City will immediately complete and execute an Exhibit A and Exhibit B relating to the Property Group; (b) the amount deposited by Lessor into the Escrow Account will be a loan from Lessor to City which will be repaid by the Lease Payments due under the related Lease; and (c) the Lease Payments relating to the 8 Property Group will have an aggregate Principal component equal to the amount of Lessor's deposit into the Escrow Account and will be due and payable as provided in the related Exhibit B commencing upon the deposit of funds by Lessor into the Escrow Account. All interest earned on an Escrow Account will be paid to City. Lessor must not underfund or overfund the Escrow Account. If City fails to purchase all Property provided for by an Escrow Account, any remaining funds will be refunded to City or applied to future Lease Payments. All funds in the Escrow Account shall be invested in accordance with City's Investment Policy (a written copy of which has been provided by City to Lessor) and The Texas Public Funds Investment Act. The parties hereto hereby expressly acknowledge and agree that no actions undertaken pursuant to this Section 3.6 shall be interpreted as any exercise by City of its rights to effect a prepayment of any Lease Payments pursuant to Section 5.5 of this Agreement. ARTICLE 4. TERM OF MUNICIPAL LEASE Section 4.1. Lease Term. This Agreement will be in effect commencing upon its date of execution for a period of one (1) years; provided that any Lease for a Property Group will remain in effect for a Term commencing upon its date of execution and ending as provided in Section 4.5. The City and the Lessor may renew this Agreement for up to four additional one year terms. The additional agreement period will be one year and will commence automatically unless the City or Lessor notifies the other party in writing at least ninety (90) days prior to the end of the then -current term, that it wishes not to renew the Agreement or wishes to modify the terms of this Agreement. If City terminates a Property Group or defaults, Lessor has no obligation to fund future Property Group acquisitions. Section 4.2. Termination by the City. The Lease with respect to a particular Property Group will be in effect for the Original Term and for each of the Additional Terms shown in Exhibit "B", unless terminated prior thereto by City as provided in this Section. Not less than one hundred twenty (120) days before the end of the Original Term or any Additional Term, City may give written notice to Lessor to terminate such Lease if and only if either one (1) of the two (2) following conditions is true: (i) City fails to appropriate sufficient funding to meet City's obligations under any such Lease; or (ii) City has elected to prepay any Lease Payments related to any such Lease and has complied in all respects with the prepayment provisions of Section 5.5 (Prepayment Provision) of this Agreement. Upon termination by City because of either such event, the Lease with respect to the related Property Group will terminate and expire at the end of such Original Term or Additional Term then in effect on the date of the City's written notice of termination. The City may effect such termination by giving Lessor such written notice and by paying to Lessor any Lease Payments and other amounts due under such Lease which have not been paid at or before the end of the then current Original Term or Additional Term. In the event of termination of a Lease, the City will comply with the instructions of Lessor pursuant to Section 12.3. Section 4.3. Effect of Termination. Upon termination of a Lease with respect to the related Property Group, the City will not be responsible for the payment of any additional Lease Payments coming due with respect to succeeding Fiscal Years, but if the City has not delivered possession and conveyed to Lessor or released its interest in the Property Group within ten (10) days after the date of termination, the termination will nevertheless be effective, but the City will be responsible for the payment of damages equal to the amount of the Lease Payments thereafter 9 coming due under the page of Exhibit "B" attributable to the number of days after such ten (10) day period during which the City fails to take such actions and for any other loss suffered by Lessor as a result of the City's failure to take such actions as required. Section 4.4. Termination of Lease Term. The Term of each Lease will terminate upon the occurrence of the first of the following events: (a) the termination thereof by the City with respect to the related Property Group in accordance with Section 4.2; (b) the exercise by the City of its option to purchase Lessor's interest in the related Property Group pursuant to Article 10.; (c) a default by the City with respect to the related Property Group and Lessor's election to terminate the Lease with respect to such Property Group pursuant to Article 10.; or (d) the payment by the City of all Lease Payments and all other amounts authorized or required to be paid by the City hereunder with respect to the related Property Group. Section 4.5. Termination of Agreement. Either Lessor or City may terminate this Agreement as to any further financings hereunder after the expiration of the initial one-year term or after the expiration of any annual extension term by giving 90 days written notice to the other as set out in Section 13.1 herein. Notwithstanding the termination, the Agreement will remain in full force and effect with respect to Leases outstanding as of the date of such termination, and such Leases may terminate only as provided in Section 4.4 herein. ARTICLE 5. LEASE PAYMENTS Section 5.1. Lease Payments. City agrees to pay Lease Payments during the Lease Term in the amounts specified in each Exhibit "B". Lessor shall invoice City monthly with each invoice stating the Property Group Lease number (A -_J and Lease Payment for each Property Group for which payment is invoiced. Using a format agreed to by the Contract Administrator and Lessor's authorized representative, City shall make monthly payments on the first business day of the month; however, the Contract Administrator reserves the right to change the payment date for future Leases on 90 days prior written notice to Lessor. All Lease Payments must be paid to Lessor at its offices at the address specified in the first paragraph of this Lease, or to such other person(s) or entity(ies) to which Lessor has assigned such Lease Payments as specified in Article 11., at such place as such assignee may designate by written notice to the Contract Administrator. The City shall pay the Lease Payments exclusively from monies legally available therefore, in lawful money of the United States of America. Interest with respect to the Lease Payments for any Property Group accrues from the date of Lessor's payment to Contractor or, if the escrow agreement described in Section 3.6 is utilized, from the date of Lessor's deposit of funds with the escrow agent. 10 Section 5.2. Current Expense. The obligations of the City under this Agreement, including its obligation to pay the Lease Payments due with respect to the Property, in any Fiscal Year for which this Agreement is in effect, constitutes a current expense of the City for such Fiscal Year and does not constitute an indebtedness of the City within the meaning of the constitution and laws of Texas. Nothing herein constitutes a pledge by the City of any taxes or other monies, other than monies currently appropriated from time to time by or for the benefit of the City in the annual budget of the City and the proceeds or Net Proceeds of the Property, to the payment of any Lease Payment or other amount coming due hereunder. Section 5.3. Interest Component. A portion of each Lease Payment is paid as and represents the payment of Interest. Exhibit "B" sets forth the Interest component of each Lease Payment. Lessor agrees that the interest component for each Property Group be established as follows: Amortization Period 12 months 18 months 24 months 30 months 36 months 42 months 48 months 60 months 72 months 84 months 120 months Applicable Interest Rate 79% of 11 month thru 1 year Secure Connect Bullet Rate plus 1.300% 79% of 11 month thru 1 year Secure Connect Bullet Rate plus 1.300% 79% of 1 year thru 1.5 year Secure Connect Bullet Rate plus 1.300% 79% of 1 year thru 1.5 year Secure Connect Bullet Rate plus 1.300% 79% of 1.5 year thru 2 year Secure Connect Bullet Rate plus 1.300% 79% of 1.5 year thru 2 year Secure Connect Bullet Rate plus 1.300% 79% of 2 year thru 2.5 year Secure Connect Bullet Rate plus 1.300% . 79% of 2.5 year thru 3 year Secure Connect Bullet Rate plus 1.300% 79% of 3 year thru 4 year Secure Connect Bullet Rate plus 1.456% 79% of 3 year thru 4 year Secure Connect Bullet Rate plus 1.495% 79% of 5 year thru 6 year Secure Connect Bullet Rate plus 1.606% The Interest Rate will be calculated on the basis of a 360 day year. 11 Section 5.4. Lease Payments to be Unconditional. The obligation of the City to make Lease Payments or any other payments required hereunder during a Lease Term is absolute and unconditional in all events, subject to Non -appropriation. Notwithstanding any dispute between the City and Lessor or any other person, the City shall make all Lease Payments when due and shall not withhold any Lease Payment pending final resolution of such dispute nor shall the City assert any right of set-off or counterclaim against its obligation to make such Lease Payments required under this Agreement. The City's obligation to make Lease Payments during any Lease Term shall not be abated through accident or unforeseen circumstances. However, nothing herein may be construed to release Lessor from the performance of its obligations hereunder; and if Lessor fails to perform any such obligation, the City may institute such legal action against Lessor as the City may deem necessary to compel the performance of such obligations or to recover damages therefor. Section 5.5. Prepayment Provision. City shall have the right to prepay any Lease Payments (i) at any time upon 30 days prior written notice to Lessor and (ii) in accordance with Article 10 hereof. Section 5.6. No Other Fees. The City will pay Lessor no other fees than the Interest and Principal, late charges and other amounts as specifically provided in this Agreement. Section 5.7. Appropriations. (a) City, by entering into this Agreement, acknowledges its current intention to make all payments due under this Agreement during its current Fiscal Year on the dates such payments are then due, but does not commit to a legal or other obligation to make other payments due under this Agreement or to incur any liability or debt beyond the revenue and income provided during its then current Fiscal Year. The liability and obligations of City during each Fiscal Year and remedies of Lessor will be limited to recovery only of funds appropriated for payments for such Fiscal Year. (b) City agrees (i) that the governing body of City shall, for each ensuing Fiscal Year in which the payments are scheduled to be made, to the extent funds have been appropriated for such Fiscal Year, make all such payments as and when due; and (ii) that if sufficient funds are appropriated and budgeted for the next Fiscal Year for the sale and lease of the Property, then the relevant Lease and Lease Payments will continue during such Fiscal Year. Section 5.8. Funding Intent. City reasonably believes that sufficient funds can be obtained to make all installment payments and other payments during the term. of this Agreement. City affirms that funds to pay installment payments and other payments under this Agreement are available for City's current Fiscal Year. City and Lessor agree that City's obligation to make installment payments under this Agreement will be City's current expense and will not be interpreted to be a debt in violation of applicable law or constitutional limitations or requirements. Nothing contained in this Agreement will be interpreted as a pledge of City's general tax revenues, funds or moneys. 12 ARTICLE 6. ACTIONS ARISING OUT OF PROPERTY USE: DAMAGE OR DESTRUCTION OF PROPERTY; INSURANCE Section 6.1. To the extent permitted by Texas law, the City agrees to indemnify, protect, save, and keep harmless Lessor or any assignee or transferee of Lessor and their respective agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, costs, and expenses (including reasonable attorney's fees) of whatsoever kind or nature, imposed on, incurred by, or asserted against Lessor that in any way relate to or arise out of the Property, or any part thereof, including, without limitation, the construction, purchase, delivery, installation, ownership, leasing or return of the Property as a result of the use, maintenance, repair, replacement, operation or condition thereof (whether defects are latent or discoverable by Lessor or by the City), except such as may result from the negligence or willful misconduct of Lessor or any assignee or transferee of Lessor or any of their respective agents and servants. This indemnification will be effective from the date the first Property Group is leased by the City and shall survive the termination of this Agreement. City agrees to give Lessor prompt written notice of any claim or liability hereby indemnified against. The City shall not be required to pay any federal, state, or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns. Section 6.2. Damage to or Destruction of Property. If after delivery of any Property to the City, such Property is lost, stolen, destroyed, or damaged beyond repair, the City shall as soon as practicable after such event either: (i) replace the same at the City's sole cost and expense with Property of equal or greater value to the Property immediately prior to the time of the loss occurrence, such replacement Property to be subject to Lessor's reasonable approval, whereupon the replacement will be substituted in this Lease by appropriate endorsement; or (ii) pay the applicable Purchase Option Price of the Property. The City shall notify Lessor of which course of action it will take within fifteen (15) days after the loss occurrence and shall complete the action within six (6) months of the loss occurrence, provided if City is not in default hereunder and has not terminated any Lease under Section 4.2, Lessor may agree to extension of the time for performance under clause (i) if the City provides evidence that the replacement Property has been ordered. If the City fails or refuses to notify Lessor within the required period, Lessor may declare the Purchase Option Price applicable to the Property immediately due and payable by the City. The Net Proceeds of all insurance payable with respect to the Property will be used to discharge the City's obligation under this Section. On payment of the Purchase Option Price, this Lease will no longer apply to the Property and the City thereupon becomes entitled to the Property AS IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANI1hS OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY, except that the Property must not be subject to any lien or encumbrance created by or arising through Lessor. 13 The parties hereto mutually agree that, only as to Property of a nominal value, should such property be destroyed, upon the mutual written agreement between City and Lessor, the Lease of such Property may be continued and City may continue to make the relevant Lease Payments as set forth in Exhibit B hereto. Section 6.3. Insurance. With respect to all Property subject to any Leases, at all times City shall use its best efforts to provide an actuarially sound self-insurance liability program with limits which are established by the Texas Tort Claims Act. Upon prior written request by Lessor, City will deliver to Lessor evidence satisfactory to Lessor showing the existence of such insurance, including, without limitation and as applicable, a letter confirming its self-insurance status. The City will also provide commercial property/casualty coverage and deliver, upon request, proof of insurance. If City fails to maintain such insurance, Lessor may obtain such insurance as Lessor deems necessary, and City will reimburse Lessor for all premiums therefor, together with interest at the maximum rate permitted pursuant to Chapter 1204, Government Code, as amended, or other applicable law then in effect. ARTICLE 7. OTHER OBLIGATIONS OF THE CITY Section 7.1. Use; Permits. The City shall obtain all permits and licenses necessary for the installation, operation, possession, and use of the Property. The City shall comply with all state and federal laws applicable to the installation, use, possession, and operation of the Property, and if compliance with any such state and federal law requires changes or additions to be made to the Property, such changes or additions shall be made by the City at its expense. City agrees that if City is required to deliver any item of Property to Lessor or Lessor's agent, the Property shall be free of all substances which are regulated by or form a basis for liability under any environmental law. City shall comply with all license and copyright requirements of any software used in connection with the Property. Section 7.2. Maintenance of Property by the City. The City shall maintain, preserve, and keep the Property in good repair, working order, and condition, and shall make all repairs and replacements necessary to keep the Property in such condition. Section 7.3. Taxes, Other Governmental Charges and Utility Charges. Except as expressly limited by this Section, the City shall pay all charges of any kind which are at any time lawfully assessed or levied against the City with respect to the Property, the Lease Payments or any part thereof, which become due during each Lease Term. The Property which is the subject of this Agreement is, and shall be during all Lease Terms, owned and held only for public purposes and devoted exclusively to the use and benefit of the public and, as such, is exempt from ad valorem property tax. If Lessor receives any notice of taxes due with respect to any Property, it shall not pay such taxes but will promptly forward such notice to the Contract Administrator. The City shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges lawfully assessed or levied against the City incurred in the operation, maintenance, use, occupancy, and upkeep of the Property, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Property; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over 14 a period of years, the City shall be obligated to pay only such installments as are required to be paid during the relevant Lease Term as and when the same become due. The City may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility, and other charges and, in the event of any such contest, may permit the taxes, assessments, utility, or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify the City that, in the opinion of Independent Counsel, the basis for which must be expressly detailed in the opinion, by nonpayment of any such items the interest of Lessor in the Property will be materially endangered or the Property or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in a form satisfactory to Lessor. The Property acquired pursuant to this Agreement is under the sole possession and exclusive use of the City as part of the City's governmental services in furtherance of its public purpose. The City does not make any representation, implied or otherwise, regarding the exemption or taxability of the Property for purposes of ad valorem and personal property taxation. All UCC statements, financing statements, or instruments filed of record to reflect Lessor's interest in the Property must state that: All property made subject of this UCC filing are owned by and under the sole and exclusive use of the City of Corpus Christi, a political subdivision of the State of Texas, and are used as part of the City's governmental services in furtherance of its public purpose. The City asserts all exemptions provided for political subdivisions of the State of Texas as authorized under the Constitution and laws of the State of Texas against the assessment, levy, or charges for ad valorem taxation, personal property taxation, or any other charges. Section 7.4. Advances. If the City fails to perform any of its obligations under this Article, Lessor may, but is not obligated to, take such action as may be necessary to cure such failure, including the advancement of money, and the City is obligated to repay all such advances on demand, with interest at the rate of the existing loan or the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment. ARTICLE 8. TITLE Section 8.1. Title. During each Lease Term, and so long as the City is not in default under Article 12., legal title to the Property and any and all repairs, replacements, substitutions, and modifications to the Property will be in the City. Upon termination of a Lease under Section 4.2 or after default of the City, full and unencumbered legal title to such Property Group passes to Lessor, and the City shall have no further interest therein. In either of such events, the City shall execute and deliver to Lessor such documents as Lessor may reasonably request to evidence the passage of legal title to such Property Group to Lessor and the termination of the City's interest therein, and upon request by Lessor, City will deliver possession of the Property Group to Lessor in accordance with Section 12.3. Upon termination of a Lease with respect to any Property Group through exercise of the City's option to purchase pursuant to Article 10. or 15 through payment by the City of all Lease Payments and other amounts relating thereto, Lessor's security and all other interest in such Property Group terminates, and Lessor shall execute and deliver to the City such documents as the Contract Administrator may reasonably request to evidence the termination of Lessor's security or other interest in such Property Group. Section 8.2. Security Interest. Lessor has and retains a security interest, under the Uniform Commercial Code, in the Property, the proceeds thereof and all repairs, replacements, substitutions, and modifications thereto or thereof made pursuant to Section 8.5, in order to secure the City's payment of all Lease Payments due during each Lease Term and the performance of all other obligations herein to be performed by the City. In the event such Property is a motor vehicle, Lessor may require the state of registration to note Lessor's security interest on its records and the Certificate of Title for the vehicle. The City, acting through its Contract Administrator, will join with Lessor in executing such financing statements or other documents and will perform such acts as Lessor may request to establish and maintain a valid security interest in the Property. All UCC statements must indicate that title to a Property Group is in the City and exempt from ad valorem taxation as public property used for a public purpose under the constitution and laws of the State of Texas and contain the bold language of the indented paragraph in Section 7.3. If requested by Lessor, the City shall conspicuously mark the Property with lettering, labels, or tags as are reasonably approved by the City Manager, and maintain such markings during each Lease Term, so as clearly to disclose Lessor's security interest in the Property. If Lessor requires the Certificate of Title to note Lessor's security interest in a Property, upon payment in full by City of all Lease Payments and other related amounts, Lessor must give City a written release of Lessor's security interest so that the Certificate of Title may be reissued in the name of City without any security interest. Section 8.3. Liens. During each Lease Term, theCity shall l ot,chdirectly or indirectly, dire tly, create, incur, assume, or suffer to exist any mortgage, pledge, or claim on or with respect to the Property, other than the respective rights of Lessor and the City as herein provided and Permitted Encumbrances. All Property is exempt from local ad valorem taxation as property owned by a political subdivision and used for public purposes. Lessor shall not pay or incur any charge, assessment, or tax on any Property Group for which the City can claim an exemption from such charges as property used by a political subdivision of the State of Texas for public purposes as provided by the constitution and laws of the State of Texas. Except as expressly provided in Section 7.3 and this Article, the City shall promptly, at its own expense, take such action as may be necessary to discharge or remove any such mortgage, pledge, lien, charge, encumbrance, or claim if the same arise at any time. Section 8.4. Installation of the City's Property. The City may at any time in its sole discretion and at its own expense, install other items of equipment in or upon the Property, which items must be identified by tags or other symbols affixed thereto as property of the City. All such items so identified remain the sole property of the City, in which Lessor has no interest, and may be modified or removed by the City provided that the City must repair and restore any damage to the Property resulting from the installation, modification, or removal of any such items. Nothing in this Lease prevents the City from purchasing items to be installed pursuant to this Section under a conditional sale or lease with option to purchase contract, or subject to a vendor's lien or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest attaches to any part of the Property. 16 Section 8.5. Modification of Property. The City shall, at its own expense, have the right to make repairs, replacements, substitutions, and modifications to all or any of the parts of the Property. All such work and any part or component used or installed to make a repair or as a replacement, substitution, or modification, will thereafter comprise part of the Property and be subject to the provisions of this Agreement. Such work must not in any way damage the Property or cause it to be used for purposes other than those authorized under the provisions of state and federal law or contemplated by this Agreement; and the Property, upon completion of any such work must be of a value which is not less than the value of the Property immediately prior to the commencement of such work. Any property for which a replacement or substitution is made pursuant to this Section may be disposed of by the City in such manner and on such terms as are determined by the City. The City will not permit any mechanic's or other lien to be established or remain against the Property for labor or materials furnished in connection with any repair, replacement, substitution, or modification made by the City pursuant to this Section; provided that if any such lien is established and the City shall first notify Lessor in writing of the City's intention to do so, the City may in good faith contest any lien filed or established against the Property, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom unless Lessor shall notify the City that, in the opinion of Independent Counsel, the basis for which must be expressly detailed in the opinion, by nonpayment of any such item the interest of Lessor in the Property will be materially endangered or the Property or any part thereof will be subject to loss or forfeiture, in which event the City will promptly pay and cause to be satisfied and discharged all such unpaid items or provide Lessor with full security against any such loss or forfeiture, in form satisfactory to Lessor. Lessor will cooperate fully with the City in any such contest, upon the request and at the expense of the City. Section 8.6. Personal Property. The Property is and at all times remains personal property notwithstanding that the Property or any part thereof may be or hereafter become in any manner affixed or attached to or embedded in or permanently rested upon real property or any building. ARTICLE 9. WARRANTIES Section 9.1. Selection of Property. The Property and the Contractor have been selected by the City, and Lessor will have no responsibility in connection with the selection of the Property, its suitability for the use intended by the City, the acceptance by the Contractor of the order submitted, or any delay or failure by the Contractor to manufacture, deliver, or install the Property for use by the City. Upon acceptance of the Property, the City will add the serial number of the Property to Exhibit "A". Section 9.2. Installation and Maintenance of Property. Lessor shall have no obligation to install, erect, test, inspect, service, or maintain the Property under any circumstances, but such actions are the obligation of the City or the Contractor. Section 9.3. Contractor's Warranties. Lessor hereby assigns to the City for and during each Lease Term, all of its interest in all Contractor's warranties and guarantees, express or 17 implied, issued on or applicable to the Property, and Lessor hereby authorizes the City to obtain the customary services furnished in connection with such warranties and guarantees at the City's expense. Section 9.4. Patent Infringement. Lessor hereby assigns to the City for and during each Lease Term all of its interest in patent indemnity protection provided by a Contractor with respect to the Property. Such assignment of patent indemnity protection by Lessor to the City constitutes the entire liability of Lessor for any patent infringement by Property furnished pursuant to this Lease. Section 9.5. Disclaimer of Warranties. THE PROPERTY IS DELIVERED AS IS, WHERE IS, AND LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY OF THE PROPERTY, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROPERTY EXCEPT AS SET FORTH IN THIS AGREEMENT. ARTICLE 10. OPTION TO PURCHASE Section 10.1. When Available. The City has the option to purchase Lessor's interest in any Property Group on any Payment Date relating thereto for the then applicable Purchase Option Price relating thereto, but only if the City is not in default under this Agreement, and only in the manner provided in this Article. Section 10.2. Exercise of Option. The City will give written notice to Lessor of its intention to exercise its option with respect to any Property Group not less than thirty (30) days prior to the Payment Date on which the option is to be exercised and will deposit with Lessor on the date of exercise an amount equal to all Lease Payments and any other amounts relating to such Property Group then due or past due (including the Lease Payment relating thereto due on the Payment Date on which the option is to be exercised) and the applicable Purchase Option Price relating thereto. The closing will be on the Payment Date on which the option is to be exercised. Section 10.3. Release of Lessor's Interest. Upon execution of the purchase option with respect to any Property Group by the City, Lessor will convey or release to the City, all of its right, title, and/or interest in and to the Property Group by delivering to the Contract Administrator such documents as the City Attorney deems necessary for this purpose. ARTICLE 11. ASSIGNMENT, SUBLEASING, MORTGAGING, AND SELLING Section 11.1. Assignment of Lessor. All of Lessor's right, title, and/or interest in and to any Property Group, the Lease Payments and other amounts relating thereto due hereunder, and the right to exercise all rights under this Agreement relating to such Property Group may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time, only with the prior written consent of the City Manager, unless the Lessor continues to bill and service the Lease. No such assignment will be effective as against the City unless and until the assignor has filed with the City a copy of written notice thereof identifying the assignee. 18 The City will pay all Lease Payments due hereunder relating to such Property Groups to or at the direction of Lessor or the assigned named in the most recent assignment or notice of assignment with respect to such Property Group filed with the Contract Administrator. During each Lease Term, both Lessor and City will keep a complete and accurate record of all such assignments. In the event Lessor assigns participants in its right, title, and/or interest in and to any Property Group, the Lease Payments and other amounts due with respect thereto, and the rights granted under this Agreement relating thereto, such participants will be considered to be Lessor with respect to their participated shares thereof. Lessor may assign its rights under a Lease to an affiliate without notice to the City provided the Lessor continues to bill and collect Lease Payments and the Lessor agrees to keep a record of the assignments for purposes of Section 149(a) of the Internal Revenue Code. Section 11.2 Assignment and Subleasing by the City. Neither this Agreement nor the City's interest in the Property may be assigned by the City without the written consent of Lessor. However, the Property may be subleased by the City, in whole or in part, with the prior written consent of Lessor, subject to each of the following conditions: (i) Each Lease and the obligation of the City to make Lease Payments hereunder, remain the sole obligations of the City. (ii) The sublessee assumes the obligations of the City hereunder to the extent of the interest subleased. (iii) The City shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to Lessor a true and complete copy of such sublease. (iv) No sublease by the City causes the Property to be used for a purpose other than an essential governmental function devoted exclusively to public use authorized under the provisions of the constitution and laws of Texas. (v) No sublease causes the Interest component of the Lease Payments due with respect to the Property to become included in the gross income of the recipient for federal income tax purposes. Section 11.3. Restriction on Mortgage or Sale of Property by the City. Except as provided in Section 11.2, the City shall not mortgage, sell, assign, transfer, or convey the Property or any portion thereof during the Term of this Agreement, or remove the same from its boundaries, without the written consent of Lessor provided that the City may designate the location of the Property outside the City boundaries in the Certificate of Acceptance. ARTICLE 12. EVENTS OF DEFAULT AND REMEDIES Section 12.1. Events of Default Defined. The following will be "events of default" under this Agreement with respect to any Property Group and the terms "events of default" and "default" mean, whenever they are used in this Agreement, with respect to any Property Group, any one or more of the following events: 19 (i) Failure by the City to pay a Lease Payment or other payment required to be paid under any Lease with respect to any Property Group at the time specified herein and the continuation of said failure for a period of five (5) days after telex, facsimile, or telegraphic notice given by Lessor that the payment referred to in such notice has not been received, such telex, facsimile or telegraphic notice to be subsequently confirmed in writing. (ii) Failure by the City to observe and perform any covenant, condition, or agreement on its part to be observed or performed with respect to any Property Group, other than as referred to in Clause (i) of this Section, for a period of thirty (30) days after written notice specifying such failure. Such notice to the City by the Lessor must request that the default be remedied, unless Lessor agrees in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the City within the applicable period and diligently pursued until the default is corrected. (iii) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment, or attachment of such consequence as would impair the ability of the City to carry on its governmental function or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the United States Bankruptcy Code, as amended, or under any similar acts which may hereafter be enacted. (iv) (A) Default with respect to City's bonds, other public securities, or other debt owed to banks or other financial institutions (collectively, "Debt") which remains uncured in accordance with its terms or, (B) City defaults under any Debt or any other material agreement relating to Debt to which City is a party with third parties, resulting in a right by such third parties to accelerate the maturity of City's Debt, and such default materially impairs City's ability to pay its' obligations to Lessor under this Agreement. The provisions of this Section 12.1 and Section 12.2 are subject to the following limitation: if by reason of force majeure the City is unable in whole or in part to carry out its obligations under any Lease with respect to any Property Group, other than its obligation to pay Lease Payments with respect thereto which must be paid when due notwithstanding the provisions of this paragraph, the City will not be deemed in default during the continuance of such inability. The term "force majeure" as used herein means, without limitation, the following: acts of God, strikes, lockouts, or other labor disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or the State or their respective departments, agencies or officials, or any civil or military authority; insurrections; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage or accident to machinery, transmission pipes or canals; or any other causes or events not reasonably within the control of the City and not resulting from its negligence. The City agrees, however, to remedy with all reasonable dispatch the cause or causes preventing the City from carrying out its obligations under this Lease; provided that the settlement of strikes, lockouts, and other labor disturbances are entirely within the discretion of the City Manager and the City Manager is not required to make settlement of strikes, lockouts, and other labor disturbances by 20 acceding to the demands of the opposing party or parties when such course is in the judgment of the City Manager unfavorable to the City. Section 12.2. Remedies on Default. Whenever any event of default referred to in Section 12.1 hereof has happened and is continuing with respect to any Property Group, Lessor may, at its option and without any further demand or notice, take one or any combination of the following remedial steps: (i) Lessor may terminate the Lease with respect to such Property Group and declare all Lease Payments due thereunder with respect to such Property Group during the Fiscal Year in effect. (ii) Lessor may terminate the Lease with respect to such Property Group and repossess the Property Group wherever it is located; Lessor may enter upon the City's premises where the Property Group is kept and take possession of the Property Group. Notwithstanding the fact that Lessor has taken possession of the Property Group, the City must pay for the Lease Payments due with respect thereto during the Fiscal Year then in effect. (iii) Lessor may require City to deliver the Property to a location designated by Lessor. (iv) Lessor may proceed by court action to enforce performance by City of any terms of this Agreement and/or to recover all damages and expenses incurred by Lessor by reason of any "event of default." (v) Lessor may exercise any other right or remedy available to Lessor at law or in equity. (vi) If Lessor terminates the Lease with respect to a Property Group and takes possession of such Property contained therein, Lessor, within sixty (60) days thereafter, must use its commercially reasonable efforts to sell such Property or any portion thereof in a commercially reasonable manner at public or private sale in accordance with applicable state laws. Lessor must apply the proceeds of such sale to pay the following items in the following order: (a) all costs incurred in securing possession of the Property Group; (b) all expenses incurred in completing the sale; (c) the balance of any Lease Payments with respect to such Property Group owed by the City during the Fiscal Year then in effect; and (d) the applicable Purchase Option Price with respect to the Property Group due at the end of the Fiscal Year. Any sale proceeds remaining after disbursement pursuant to Clauses (a), (b), (c), and (d) must be paid to the City. Section 12.3. Return of Property. Upon the expiration or termination by the City of a Lease with respect to any Property Group prior to the payment of all Lease Payments in accordance with the related Exhibit "B," the City must transfer title to the Property Group to Lessor if Lessor so instructs in writing and return such Property Group to Lessor in the condition, repair, appearance, and working order required in Section 7.2, in the following manner as may be specified by Lessor: (i) by delivering the Property Group at the City's cost and expense to such place within Texas as Lessor specifies; or 21 (ii) by loading such portions of the Property Group as are considered movable at the City's cost and expense, on board such carrier as Lessor specifies and shipping the same, insurance freight prepaid, to the place within Texas specified by Lessor. If the City refuses to return the Property Group in the manner designated, Lessor may repossess the Property Group and charge to the City the costs of such repossession or pursue any remedy described in Section 12.2. Section 12.4. No Remedy Exclusive. No remedy conferred upon or reserved to Lessor by this Article is intended to be exclusive and every such remedy is cumulative and in addition to every other remedy at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or be construed as a waiver thereof but any such right and power may be exercised from time to time and as often as may be deemed expedient by Lessor or its assignee. Section 12.5. Agreement to Pay Attorneys' Fees and Expenses. In the event either party to this Agreement defaults under any of the provisions hereof and the non -defaulting party employs attorneys and/or incurs other expenses for the collection of monies or for the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the parties agree that attorneys' fees and expenses will be paid as authorized by law. Section 12.6. Late Charge. Whenever any event of default referred to in Section 12.1, Clause (i) hereof has happened and is continuing with respect to any Property Group, Lessor has the right, at its option and without any further demand or notice, to require a late payment charge for each thirty (30) day period or part thereof during which such event of default occurs equal to existing interest rate of the delinquent amount not to exceed the maximum authorized by law and the City will be obligated to pay the same immediately upon receipt of Lessor's written invoice therefor; provided, however, that this Section 12.6 will not be applicable if or to the extent that the application thereof would affect the validity of this Agreement. 22 ARTICLE 13. ADMINISTRATIVE PROVISIONS Section 13.1. Notices. All notices, certificates, legal opinions, or other communications hereunder will be sufficiently given and will be deemed given when delivered or deposited in the United States mail in certified form with postage fully prepaid to the addresses specified in this Lease; provided that Lessor and the City, by notice given hereunder, may designate different addresses to which subsequent notices, certificates, legal opinions, or other communications will be sent. Unless otherwise changed by written notice, all notices required under this Lease must be directed to the following addresses: CITY: Director of Financial Services City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 Phone (361) 826-3604 Fax (361) 826-3601 LESSOR: Vice President Frost Bank c/o Frost Leasing 100 West Houston Street San Antonio, Texas 78205 Phone (210) 220-6850 Fax (210) 220-6765 Daily communications between Contract Administrator and Lessor will be primarily documented by written notices sent by email. For daily, routine communications email notice is adequate. For formal notice required by any Article or Section of this Agreement email notice, if any, must be followed by United States certified mail notice. Section 13.2. Financial Information. During the Term of this Agreement, the Contract Administrator annually will provide Lessor with current financial statements, budgets, proof of appropriation of the ensuing Fiscal Year and such other financial information relating to the ability of the City to continue this Agreement as may be reasonably requested by Lessor or its assignee within 30 days of written request therefor. Section 13.3. Binding Effect. This Agreement inures to the benefit of and will be binding upon Lessor and the City and their respective successors and assigns. This Agreement must not be construed to confer any rights, duties, or interest on any party not a successor in interest or assignee of Lessor or the City nor may any such party rely on this Agreement as evidence of any duty, right, or obligation of Lessor or the City unless both the Lessor and the City, or their successors and assigns, acknowledge such duty, right, or obligation in writing, directly addressed to such third party. Section 13.4. Usury,. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary herein or in any Exhibit A, in no event does this Agreement or any Lease hereunder require the payment or permit the collection of Interest or fees in excess of the maximum amount permitted by applicable law. Any such excess interest or fees must first be applied to reduce Principal, and when no Principal remains, refunded to City. In determining whether the interest paid or payable exceeds the highest lawful rate, the total amount of interest must be spread through the applicable Lease Term so that the Interest is uniform through such term. 23 Section 13.5. Amendments, Changes, and Modifications. This Agreement may be amended or any of its terms modified only by written agreement in a document executed, and delivered by duly authorized representatives of both the Lessor and the City. Section 13.6. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit, or describe the scope or intent of any provisions, Articles, Sections, or Clauses of this Agreement. Section 13.7. Further Assurances and Corrective Instruments. Lessor and the City agree that they will, from time to time, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Agreement. The Contract Administrator is hereby authorized by the City Manager to execute such addenda as attached hereto as Exhibits for each Property Group and such other instruments, including, but not limited to, UCC statements, Bill of Sales, etc. that are necessary to carry out the responsibilities, duties, and obligations required of the City in accordance with the terms and conditions of this Agreement. Section 13.8. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which constitute an original and all of which constitute but one and the same instrument. Section 13.9. Applicable Law. This Agreement must be governed by and construed in accordance with the laws of Texas. Section 13.10. Entire Agreement. This Agreement, and all addenda and exhibits, as may hereafter be executed, constitute the entire agreement between the parties and supersede all previous negotiations, commitments, and contracts. Section 13.11. Severability. In the event any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding does not invalidate or render unenforceable any other provision hereof. To the extent any term herein creates a pecuniary obligation which constitutes a "debt" not payable under current revenues under Sections 5 and 7 of Article II of the Texas Constitution, such provision will be applied only to the extent performance or assumption of such obligation by the City is enforceable and valid under the constitution and laws of Texas. Section 13.12 Survival. All representations, warranties, covenants and agreements made by City pursuant to this Agreement shall survive the termination of this Agreement. Section 13.13 No "Net Effective Interest Rate". Notwithstanding anything contained in this Agreement to the contrary, in no event shall interest contracted for, charged or received hereunder, plus any other charges in connection herewith that constitute interest on this Agreement under applicable law, result in a "net effective interest rate" as defined in Section 271.003(6) of the Local Government Code, as amended, in excess of the net effective rate at which public securities may be issued in accordance with Chapter 1204, Government Code, as amended. The amounts of such interest or other charges previously paid to Lessor in excess of 24 the amounts permitted by the preceding sentence shall be applied by Lessor to reduce the principal of the indebtedness incurred by City pursuant to this Agreement, or, at the option of Lessor, be refunded. To the extent permitted by Chapter 1204, Government Code, as amended, or other applicable law then in effect, determination of the maximum net effective interest rate shall at all times be made by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of this Agreement and such indebtedness, all interest at any time contracted for, charged or received from City hereof in connection with the indebtedness evidenced hereby, so that the actual rate of interest on such indebtedness is uniform throughout the term hereof. Interest on the unpaid amounts under this Agreement shall be computed as simple interest. 25 IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly authorized officer; and the City has caused this Agreement to be exec te• in its name by its City Manager, or his designee, effective for all purposes as of CITY O I, ' ' RISTI 1 4l� 1 MichaBarrera Assistant Director of Financial Services 77E ARMANDO NAPA CJTY SECa1TAFD4 LESSOR: Frost Bank January 3, 2013 By: Printed Name: Scott Anderson Title: Vice President 1C4MCIL 26 Exhibit "A PROPERTY DESCRIPTION The following Property comprises a Property Group which is subject to the terms and conditions of that certain Master Lease Purchase Agreement entered(Ito by and d ed between the City ofthe dCorpusf of Christi and , 20 Quantity Description Serial Number All Property made subject of this Agreement is owned by and under the sole and exclusive use of the City of Corpus Christi, a political subdivision of the State of Texas, and is used as part of the City's governmental services in furtherance of its public purpose. The City asserts all exemptions provided for political subdivisions of the State of Texas as authorized under the Constitution and laws of the Ste of against or any other charges. ent, levy, or charges for ad valorem taxation, personal property taxation, LESSOR By: Name: Title: CITY OF CORPUS CHRISTI Constance Sanchez Director of Financial Services 2'7 Exhibit "B " SCHEDULE OF LEASE PAYMENTS RELATING TO PROPERTY The following schedule of Lease Payments constitutes the applicable payments for the Property Group described on Exhibit "A " attached to that certain Master Lease Purchase Agreement entered by and between the City of Corpus Christi and (Lessor) dated the day of , 20 Purchase Due Payment Total Principal Interest Date Number Payment Component Component All Property made subject of this Agreement is owned by and under the sole and exclusive use of the City of Corpus Christi, a political subdivision of the State of Texas, and is used as part of the City's governmental services in furtherance of its public purpose. The City asserts all exemptions provided for political subdivisions of the State of Texas as authorized under the Constitution and laws of the State of Texas against the assessment, levy, or charges for ad valorem taxation, personal property taxation, or any other charges. LESSOR: CITY OF CORPUS CHRISTI By: Name: Title: 28 Constance Sanchez Director of Financial Services Exhibit "C" CERTIFICATE OF ACCEPTANCE I, the undersigned, hereby certify that I am the duly qualified and acting of the City of Corpus Christi, (the City), and, with respect to the Master Lease Purchase Agreement dated , , (the Agreement), by and between Lessor and the City that: 1. The Property listed on Exhibit "A " (the Property Group) has been delivered and installed in accordance with the City's Specifications (as that term is defined in the Agreement) and has been fully tested and finally accepted by the City. The serial vehicle identification number(s) of the Property Group is/are listed on Exhibit "A- 2. The Lease Payments provided for on the page of Exhibit "B " relating Land such Property Group (the Lease Payments) shall commence monthly beginning be due and payable on the first business day of each month thereafter. 3. The City has appropriated and/or taken other lawful actions necessary to provide monies sufficient to pay all Lease Payments required to be paid under the Lease during the current fiscal year of Lessee, and such monies will be applied in payment of all such Lease Payments due and payable during such current fiscal year. 4. During the Lease Term (as defined in the Lease) the Property Group will be used by the City to perform essential governmental functions devoted exclusively to public use. Such functions are: 5. The City has not terminated any Lease under Section 4.2 of the Agreement and no Event by Default has occurred thereunder. 6. There is no litigation, action, suit, or proceeding pending before any court, administrative agency, arbitrator, or governmental body, that challenges the organization or existence of the City; the authority of the City or its officers or its employees to enter into the Lease; the proper authorization, approval, and execution of the Lease and other documents contemplated thereby; the appropriation of monies, or any other action taken by the City to provide monies, sufficient to make lease Payments coming due under the Lease in the City's current fiscal year; or the ability of the City otherwise to perform its obligations under the Lease and the transaction contemplated thereby. Acknowledged by By: Authorized Agent CITY OF CORPUS CHRISTI Constance Sanchez, Director of Financial Services Lessor, this day of Exhibit "D" OPINION OF COUNSEL Re: Master Lease Purchase Agreement dated as of the day of by between the City of Corpus Christi ("City") and (Lessor). Dear Sir or Madam: I have acted as counsel to the City with respect s related to themattersMand in this capacity have aster Lease Purchase grreviewed described above (the Agreement) and van Based a duplicate original or certified copy of the Agredeomeennteand thents dmExhibits attached tt a pethereto. is ret .opened upon the examination of these and such other that: 1. The City is a municipal corporation and tp°tutical on and lawslon of the State of of the State of Texasexas, duly organized, existing, and operating under the Co the 2. The City is authorized and has power unthe traer nsact ons contemplated theplicable law to enter reby. 3. Agreement, and to carry out its obligations thereunderand 3. The Agreement has been duly authorized, approved, executed, and delivered by and on behalf of the City, and is a valid and binding contract d federal laws of the City enforceable remedies nce with and by its terms, except to the extent limited by state bankruptcy, reorganization, or other laws of general application relating to or affecting the enforcement of creditor's rights. 4. The authorization, approval, and execution ��eAgreement ave been performed in accordance s of the City relating to the transactions contemplate Y with all applicable open meeting, public bidding, and all other laws, rules, and regulations of the State of Texas. 5. The execution of the Agreement and the e ppropriation of monies to pay the Lease violation of any constitutional, statutory, r Payments coming due thereunder do not resultother limitation relating to the manner, form, or amount of indebtedness which may be incurred by the City. 6. There is no litigation, action, suit, or proceeding pending before any court, administrative agency, arbitrator, or goveCity bof ody, thatrs challenges ihallengs employees toorganization ga i at o the or existence of the City; the authority of the Agreement; the proper authorization, approval and/or execution of the Agreement, Exhibits thereto and other documents contemplated thereby; the appropriation of monies to make Lease EXHIBIT E Standard Form LLC LLC NO. BI NO. — LEASE LINE OF CREDIT REQUISITION AND RECEIVING REPORT City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 CITY CONTACT: CONTACT TELEPHONE: (361) 826-3651 FAX (361) 826-3601 BUDGETED EQUIPMENT COST: FINANCING TERM: 36 mo _, 42 mo _, 48 mo _, 60 mo _, 84 mo _, 120 mo _, Other (specify) TOTAL APPROXIMATE COST: $ IS THE FIRST YEAR PAYMENT APPROPRIATED? Yes No (explain) PHONE NO: DATE: ACTIVITY NAME: ACCOUNT/FUND/ORG: DEPARTMENT CONTACT: DEPARTMENT APPROVAL: Acknowledged by Lessor: Signature Name: (Please Print/Type) EQUIPMENT: Complete One Form Per Line Item and Attach Specification. Describe equipment (non-technical description) including quantity to be ordered. ESSENTIAL USE: 0 Check if the proposed equipment is replacement. State the age of the equipment being replaced, why, the proposed equipment is needed, and its estimated useful life. 0 Check if the proposed equipment is additional. State why the equipment is needed and the estimated useful life. AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: TO: FROM: November 20, 2014 Ronald L. Olson, City Manager Floyd Simpson, Chief of Police floyds@cctexas.com 886-2604 Authorization to submit grant application to Texas Department of Transportation for FY2016 Speed and DWI overtime enforcement CAPTION: Resolution authorizing the City Manager, or designee, to submit a grant application to the Texas Department of Transportation (TXDOT) in the amount of $98,081.50 for the 2016 Comprehensive Selective Traffic Enforcement Project (STEP) within the Police Department, for overtime Driving While Intoxicated (DWI) and Speed enforcement, with a city match of $41,247.45, for a total project cost of $139,328.95, and authorizing the City Manager or designee to accept, reject, alter, or terminate the grant. PURPOSE: Resolution of support for the application is required from the governing body. BACKGROUND AND FINDINGS: Funding is available from TXDOT for a DWI and Speed enforcement overtime grant in the Police Department for 2016. The grant will provide DWI and Speed enforcement across the City with varied days of the week and hours of operation. Officers will be working on an overtime basis, with the City providing $23,647.45 fringe benefits and $17,600 for mileage. ALTERNATIVES: None OTHER CONSIDERATIONS: None 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: 2015- 2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 41,247.45 41,247.45 Encumbered / Expended Amount This item 98,081.50 98,081.50 BALANCE 139,328.95 139,328.95 Fund(s): Police Grants Fund, Police General Fund Comments: RECOMMENDATION: Staff recommends applying for the grant. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution Authorizing the City Manager or designee to submit a grant application to the Texas Department of Transportation (TXDOT) in the amount of $98,081.50 for the 2016 Comprehensive Selective Traffic Enforcement Project (STEP) within the Police Department, for overtime Driving While Intoxicated (DWI) and Speed enforcement, with a city match of $41,247.45, for a total project cost of $139,328.95; and authorizing the City Manager or designee to accept, reject, alter, or terminate the grant. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. The City Manager or the City Manager's designee is authorized to submit a grant application to the Texas Department of Transportation (TXDOT) in the amount of $98,081.50 for the 2016 Comprehensive Selective Traffic Enforcement Project (STEP) within the Police Department, for overtime Driving While Intoxicated (DWI) and Speed enforcement, with a city match of $41,247.45, for a total project cost of $139,328.95. SECTION 2. The City Manager or the City Manager's designee may accept, reject, agree to alter the terms and conditions, or terminate the grant, if said grant is awarded to the City. SECTION 3. In the event of the loss or misuse of these funds, the City of Corpus Christi assures that the funds will be returned, in full, to the Texas Department of Transportation. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez 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 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: TO: November 11, 2014 Ronald L. Olson, City Manager FROM: Valerie H. Gray, P.E., Interim Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 Michael Morris, Director of Parks and Recreation MichaelMo@cctexas.com (361) 826-3464 Approval of Professional Monitoring Contract Packery Channel Monitoring 2014-2015 CAPTION: Motion authorizing the City Manager, or his designee, to execute a Amendment No. 10 to the contract between the City of Corpus Christi and Texas A & M University -Corpus Christi in the amount of $277,084 for a restated fee not to exceed $2,174,867 for Packery Channel Monitoring Fiscal Year 2014-2015. PURPOSE: The purpose of this Agenda Item is to authorize the proposed consultant to continue monitoring of the Packery Channel through Fiscal Year 2014-2015. BACKGROUND AND FINDINGS: Packery Channel monitoring began in 2003 by Texas A&M University -Corpus Christi (TAMUCC) Division of Nearshore Research (DNR). DNR's monitoring was conducted under sponsorship of the U.S. Army Corps of Engineers (USACE), Galveston District. USACE ceased monitoring efforts in 2007. The City assumed sponsorship of monitoring in 2008 and contracted with DNR to continue monitoring. The monitoring program consists of three seasonal investigations of shoaling and scour in the channel and nearshore (Gulf of Mexico) as well as changes in the width/depth of the inland channel segment and beach width/volume as related to: • Post -dredge and post -nourishment monitoring • Future dredge planning and support • Navigation safety and placement of aids to navigation where required • Beach nourishment planning and support • Sensitive habitat management at the Mollie Beattie Coastal Habitat Community (MBCHC) • FEMA reimbursement documentation • Data acquisition for application of structural stability assessment (coastal structures: jetties, revetment, bridge scour protection) • Public awareness and community education/outreach • Support and collaboration on vicinity coastal projects and concerns. ALTERNATIVES: 1. Approve Amendment No. 10 to the contract with TAMU-CC as proposed. 2. Do not approve Amendment No. 10 to the contract with TAMU-CC as proposed. OTHER CONSIDERATIONS: This professional services contract was presented to the Island Strategic Action Committee (ISAC) on October 7th, 2014, and was recommended for City Council consideration. CONFORMITY TO CITY POLICY: The contract and selection process complies with Professional Procurement Act, City Policy, statutes regarding Fiscal Year 2014-2015 Capital Improvement Budget, and conforms to the appropriation and use requirements of ISAC and the Tax Increment Reinvestment Zone (TIRZ) No. 2 EMERGENCY / NON -EMERGENCY: Non -emergency 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 $510,000.00 $1,020,000.00 $1,530,000.00 Encumbered / Expended Amount This item $277,084.00 $277,084.00 Future Anticipated Expenditures $36,298.00 $1,020,000.00 $1,056,298.00 BALANCE $196,618.00 $0.00 $196,618.00 Fund(s): Packery Channel Projects TIF #2, Parks and Rec, Seq. No. 10 COMMENTS: This Amendment No. 10 was preceded by Amendment No. 9, a zero dollar amendment, which allowed TAMUCC to begin work on the FY 2014/2015 Packery Channel monitoring using funds that were remaining from the FY 2013/2014 contract budget. The prior contract savings allowed for a reduction in the cost of the Amendment No. 10 (FY 2014/2015) Packery Channel monitoring contract. Remaining project balance will be used on other approved Packery Channel Miscellaneous Improvements projects. RECOMMENDATION: City staff recommends the approval of Amendment No. 10 to the Contract for Professional Monitoring be awarded to TAMU-CC in the amount of $277,084. LIST OF SUPPORTING DOCUMENTS: Contract Project Budget Location Map Presentation PROJECT BUDGET Packery Channel Monitoring 2014-2015 (Project No. E14051) PROJECT FUNDS AVAILABLE: Packery Channel Projects TIF #2 CIP Budget Year 2014-2015 $ 510,000.00 FUNDS REQUIRED: Professional Services Fees: Investigator (Texas A & M - Corpus Christi) Amendment 9 (FY 2014-2015) $0.00 *Investigator (Texas A & M - Corpus Christi) Amendment 10 (FY 2014-2015) $277,084.00 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance) $ 6,927.10 Engineering Services (Project Mgmt) $ 27,708.40 Misc. (Printing, Advertising, etc.) $ 1,662.50 TOTAL $313,382.00 ESTIMATED PROJECT BUDGET BALANCE $196,618.00 *Contract value for services to be performed is FY2014-2015 indicated above. Total Contract value of $2,174,867.00, with services performed annually since 2008. Project Location PROJECT # E14051 LOCATION MAP NOT TO SCALE N Packery Channel Monitoring Contract 2014-2015 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS • DEPARMENT OF CAPITAL PROGRAMS PAGE 1OF1 Packery Channel Monitoring FY 2014-2015 Corpus Chr sti Capital Programs Council Presentation December 9, 2014 Project Scope Corpus Chr sti Capital Programs ® Project Location PROJECT#: Ei4051 • Three seasonal investigations of shoaling and scour in the channel and nearshore (Gulf of Mexico) • Monitor changes in the width/depth of the inland channel segment and beach width/volume • Post -dredge and post - nourishment monitoring • Abbreviated Survey of the Mollie Beattie Coastal Habitat Community (MBCHC) • Baseline survey of Lake Padre Region and canals of Padre Isles Project Schedule Corpus Chr sti Capital Programs I�INI�I�IFIMIAIMI�I�IAISI�I Packery Channel Monitoring Project Estimate: 365 Calendar Days 12 Months Projected Schedule reflects City Council award in December with anticipated completion in October 2015 Project Budget PROJECT FUNDS AVAILABLE: o q o 0 O g co E, O o Nco o co- coco- co Lf) N E Ef3 Packery Channel Projects TIF #2 CIP Budget Year 2014-2015 FUNDS REQUIRED: Professional Services Fees: Lf) O N OCN >- LL a) O • E a) • E c a) a < y U u) E- D O F2 -U o U ot < Q X O (6 8) c N > > (FY 2014-2015). Reimbursements: ESTIMATED PROJECT BUDGET BALANCE AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: November 14, 2014 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P.E., Interim Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 Approval of Professional Services Contract Linda Webster Gurley CAPTION: Motion authorizing the City Manager, or his designee, to execute a Professional Services contract between the City of Corpus Christi and Linda Webster Gurley, P.E. in the amount of $88,000 for the professional engineering review of plans, drawings and specifications of City Public Works Projects on behalf of the City Capital Programs Department. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a Professional Services Contract with Linda Webster Gurley for the professional engineering review of plans, drawings and specifications of City Public Works Projects. BACKGROUND AND FINDINGS: Capital Programs needs to employ the services of Linda Webster Gurley, P.E. for professional review of consultant submitted plans, drawings, and specifications. She will be reviewing the submittals for general conformance with City requirements and standards for public improvements and constructability issues. The increased volume of design work associated with the voter—approved Bond 2014 program, and Capital Improvement Projects requires the services of an external consultant to meet deadlines and ensure the integrity of the design and construction process. ALTERNATIVES: 1. Approve Professional Services contract with Linda Webster Gurley, P.E. as proposed. 2. Do not approve Professional Services contract with Linda Webster Gurley, P.E. as proposed. OTHER CONSIDERATIONS: Ms. Gurley is uniquely qualified to perform these professional services has a wide working knowledge of engineering fundamentals, and has previous experience in performing document review for the City of Corpus Christi. CONFORMITY TO CITY POLICY: This conforms to city policy for procurement of professional services and the 2014-2015 Capital Improvement Budget. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Streets 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 $88,000.00 $88,000.00 Encumbered / Expended Amount This item $88,000.00 $88,000.00 Future Anticipated Expenditures BALANCE $0.00 $0.00 Fund(s): Streets 2013 TN (Bond 2014 Design) COMMENTS: N/A RECOMMENDATION: City staff recommends the approval of the Professional Services Contract with Linda Webster Gurley for $88,000. LIST OF SUPPORTING DOCUMENTS: Contract Project Budget Presentation PROJECT BUDGET Peer Review Services Linda Webster Gurley, P. E. PROJECT FUNDS AVAILABLE: Streets Bond 2014 $ 88,000.00 FUNDS REQUIRED: Professional Services Fees: Linda Webster Gurley, P.E $88,000.00 TOTAL $88,000.00 ESTIMATED PROJECT BUDGET BALANCE $0.00 Professional Services Agreement Linda Webster Gurley Corpus Chr sti Capital Programs Council Presentation December 9, 2014 Bond 2014 Candidate Streets Map 10, Ch.irtr an, 7 5) Corpus Christi interna4onal Airport tee, CI IT] ., ss Lorp[- Christi flay Ie. 'as ABM U ersily-Corpus Chrislt —."5`c=. A s srepleq:' Corpus Chr sti Capital Programs Proposition No: 1 0 O 0 0 6 0 O 9 0 Alameda (Kinney to Lipan) Gollihar(Staplesto Weber) Gollihar(Weber to Carroll) Gollihar(Carrollto Kostoryz) Morgan (Ocean to Staples)) Corona (Flynn to Everhart) Ayers (Ocea n to Alameda) Yorktown Blvd (Lake Travis to Everhart) Staples (Alameda to Morgan) Proposition No: 2 17 Ayers Street -Turn Lane Addition (SPID to 6ollihar) 18 19 20 0 22 23 Southern Minerals Road (Up River to IH 37) 27 1 1 Yorktown (Everhart to Staples) 12 Carroll Lane (Houston to McArdle) 13 Old Robstown Road (SH 44 to Leopard) 14 Waldron Road (Airdome to Caribbean) 15 Santa Fe (Elizabethto Hancock) 16 ADA Masterplan Implementation—Citywide** 2s Chaparral Street - Phase 2 (Schatzel to Taylor) TxDOT Participation Traffic Signals and Lighting Improvements** Rodd Field Road Expansion (Saratoga to Yorktown) Downtown Street Traffic Signal Area Improvements Ennis Joslin Extension (Holly to Williams) Flato Road Harbor Bridge Replacement Mitigation North Padre Island Beach Access Roads Parks Beach Maintenance Facility Downtown Road and Streetscape Improvements Note: ""CityVvide and not depicted on the map CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County. Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director of Capital Programs) and Linda Webster Gurley, P.E., a sole proprietor. 7510 Milan St., Corpus Christi, Nueces, Texas, 78414, (Architect/Engineer — A/E), hereby agree as follows: 1. SCOPE OF PROJECT Assist the City Capital Programs Department with professional engineering review of Bond 2014 drawing and specification submittals for general conformance with City Standard and requirements, and provide other engineering services on related tasks as needed. Services may include review, recommendations and administration but do not include plan preparation and/or sealing of design documents. 2. SCOPE OF SERVICES The A/E hereby agrees, at its own expense, to perform professional engineering review services. In addition, NE will provide monthly status updates (project progress or delays, gantt charts presented with monthly invoices) as described in Exhibit "A", to complete the Project. A/E services will be "Services for Construction Projects"- (Basic Services for Construction Projects") which are shown and are in accordance with "Professional Engineering Services- A Guide to the Selection and Negotiation Process, 1993" a joint publication of the Consulting Engineer's Council of Texas and Texas Society of Professional Engineers. For purposes of this contract, certain services listed in this publication as Additional Services will be considered as Basic Services. 3. ORDER OF SERVICES The NE agrees to begin work on those authorized Basic Services for this contract upon receipt of the Notice to Proceed from the Director of Capital Programs. Work will not begin on any phase or any Additional Services until requested in writing by the NE and written authorization is provided by the Director of Capital Programs. The anticipated schedule of the preliminary phase, design phase, bid phase, and construction phase is shown on Exhibit "A". This schedule is not to be inclusive of all additional time that may be required for review by the City staff and may be amended by or with the concurrence of the Director of Capital Programs. The Director of Capital Programs may direct the NE to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. NE shall notify the City of Corpus Christi within three (3) days of notice if tasks requested requires an additional fee. Contract for Engineering (A/E) Services Page 1 of 3 4. INDEMNITY AND INSURANCE The NE agrees to indemnify, save harmless and defend the City of Corpus Christi, and its agents, servants, and employees as more fully set forth in Exhibit "B". If applicable, the A/E will submit to the City Engineer a certificate of insurance, with the City named as additionally insured, showing the minimum coverage set forth in Exhibit "B" by an insurance company acceptable to the City. 5. FEE The City will pay the NE a fee, as described in Exhibit "A", for providing services authorized, a total fee not to exceed $88,000.00 (in Numbers), Eighty Eight Thousand Dollars and No Cents (in Words). Monthly invoices will be submitted in accordance with Exhibit "C". 6. TERMINATION OF CONTRACT The City may, at any time, with or without cause, terminate this contract upon seven days written notice to the NE at the address of record. In this event, the NE will be compensated for its services on all stages authorized based upon A/E and City's estimate of the proportion of the total services actually completed at the time of termination. 7. LOCAL PARTICIPATION The City Council's stated policy is that City expenditures on contracts for professional services be of maximum benefit to the local economy. The NE agrees that at least 75% of the work described herein will be performed by a labor force residing within the Corpus Christi Metropolitan Statistical Area (MSA). Additionally, no more than 25% of the work described herein will be performed by a labor force residing outside the Corpus Christi Metropolitan Statistical Area (MSA.) 8. ASSIGNABILITY The A/E will not assign, transfer or delegate any of its obligations or duties in this contract to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the NE staff. If the NE is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the A/E fee may be assigned in advance of receipt by the NE without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. OWNERSHIP OF DOCUMENTS All documents including contract documents (plans and specifications), record drawings, Contract for Engineering (NE) Services Page 2 of 3 contractor's field data, and submittal data will be the sole property of the City, may not be used again by the NE without the express written consent of the Director of Capital Programs. However, the NE may use standard details that are not specific to this project. The City agrees that any modification of the plans will be evidenced on the plans, and be signed and sealed by a professional engineer prior to re -use of modified plans. 10. DISCLOSURE OF INTEREST A/E further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to complete, as part of this contract, the Disclosure of Interests form. CITY OF CORPUS CHRISTI LINDA WEBSTER GURLEY, P. E. /1- /7- ad4 Natasha Fudge, P.E. (Date) Linda Webster Gurley, P. (Date) Acting Director of Capital Programs 7510 Milan Street Corpus Christi, TX 78414 (361) 850-3175 Office (361) 993-1131 Fax APPROVED Office of Management and Budget (Date) APPROVED AS TO LEGAL FORM Legal Department (Date) Professional Engineering Review Services Fund Name Accounting Unit Account No. Activity No Amount Streets 2013 TN 3550-052 550950 El3089013550EXP $11,000.00 Streets 2013 TN 3550-052 550950 E13090013550EXP $11,000.00 Streets 2013 TN 3550-052 550950 E13091013550EXP $11,000.00 Streets 2013 TN 3550-052 550950 E13092013550EXP $11,000.00 Streets 2013 TN 3550-052 550950 E13093013550EXP $11,000.00 Streets 2013 TN 3550-052 550950 E13095013550EXP $11,000.00 Streets 2013 TN 3550-052 550950 E13096013550EXP $11,000.00 Streets 2013 TN 3550-052 550950 El3099013550EXP $11,000.00 Total $88,000.00 Encumbrance No. Contract for Engineering (A/E) Services Page 3 of 3 Linda Webster Gurley, PE 7510 Milan 5t Corpus Christi. Texas 78414 (361) 850-3075 h.vgurley@gmail.com Natasha Fudge, PE City of Corpus Christi Acting Director of Capital Programs PO Box 9277 Corpus Christi, Texas 78469-9277 August 18, 2014 RE CITY OF CORPUS CHRISTI LARGE A/E CONTRACT PROPOSAL - CAPITAL PROGRAMS Dear Mrs Fudge, Based on our recent discussions I propose to provide engineering services to the City on a targe NE Contract basis Specific services proposed under this Contract include assisting Capital Programs with professions rev.ew of drawings and specifications submitted by consultants on City Public Works Projects for general conformity with City standards and requirements. Work may also include providing general engineering services on other tasks on an as needed basis Services may include review, recommendations, and administration/organization, but do not include preparation and sealing of design documents I am available to provide engineering services as described above for at feast 15 hours per week and up to 40 hours per week at a rate of 585 per hour, not to exceed a tota= of S88,000. with the option for extension or renewal as needed and if mutually agreed Your consideration of this Proposal is appreciated. An engineering resume along with a referral letter regarding my previous 8 years of service with the City are attached. Please don't hesitate to let me know if you have any questions or would like additional support documentation. Sincerely. dewsra)stek tdula, Linda Webster Gurley, PE License #55935 F rm #F-14301 Attachments: - Engineering Resume C ty Reference Letter EXHIBIT "A" Page 1 of 1 A. EXHIBIT "B" MANDATORY INSURANCE REQUIREMENTS & INDEMNIFICATION FOR AIE PROFESSIONAL SERVICES/CONSULTANT SERVICES (Revised October 2010) herein has been obtained and such insurance has been approved by the City. The B. Consultant must furnish to the City's Risk Manager, two (2) copies of Certificates of TYPE OF INSURANCE . 4 1 4 i insIudu g. 1. Broad Form 2. Premises Operations 3. Products/ Completed Operations /1. Contractual Liability 5. Independent-ContrasteFs aaa slain /11 1. Owned vehicles 2.. Hired Non owned vehicles Errors and Omi.,sions $1,000,000 per claim 1$2,000,000 anr-elate of the policy) an Insured WORKERS' COMPENSATION EMPLOYERS' LIABILITY Compensation Act EXHIBIT "B" Pa.e1 of3 KAEngineering DataExchangelCtanssa.10ther Projects Non DepartmentarLinda Webster Gurley4LWG December 2014%Contrect 3 EXHIBIT B INDEMNIFICATION - OCT 2010 Modified dots C- is the event of .-.cr, d'E<nts of any kind. Consul of il-repeFts rihifi CIO) ten cla a accident- nsult-3nt must ebtai ., sempai -in accordance-witig-T.04fas law. The sari#rac# for coverage -must bo writton en a policy and -endorsements approved by the Texas Dcsorffn t of tnG rance; Tho covorago st be in amount sufcicnt- -L'ssu inGufred will be -pet. E-iita - - - - _cCit1,-theFefer-eT—subiedt—tre use _ - . F- _ r _ - _ - _ - _ - mounts as -a -re o eved--INfrt1e Ci(y, Cor s Ettent sri 11 ..blain and n intain-4n fii!l._f trce and .-.##est for -the duration of this fisclta+t's sole expense, ifisuranGe coverage written on ani odeuFFence basis, by companies authorized Arid miffed to do businiass-i d with an A.M. Bost's rating of no less than A V. F. The- City -shot o }i d ILand rseme t the e --as they apply to the 4147+46404/Wifed by the City an - _ - _ _ , _ . . - .. €+ea#ie --e conditiehs tim+tat+e i .. R _ _ - - _ -sions are established by-law regulation binding upon- either of the tics- hereto or the uq le -APT of any such pditicicrx . i* ultant skull -be -required to comply with iey such requests and small su it -a copy -o4 -the replaGengent certifi te-of +ns f �C 3 of the requested change. Consultant ricurrcd Fe ulting from sa rian,s. I- +ee5 under this Article a#all be g City ef Corpus Chr+:xt+ Attn • -Risk Management 927-7 Carpus Christ -i. TX 78469 8277 fax:.(61) 826 4555 G. Con uitai= agrees that wish c p_ t -to the above required +nsur nd ~ I r surance policioJ a te, Gent tin i e ndersed to contain the feilow+Fig uired provisions: Na ie—he ity and its offider representatives -as additional insured b �ypJ tl activities af, or on behal3'— , -� -- hael€d Ins l Y ai wme larkd J rider contr cl mth th8 gity wi+h cx ep is Y i abrin rsnrl prrnfnnniefiar liability fol+ les i#- -Pf9c for Ir ef-gofPus-C-1:1-Fir.twh-e-r-041443--City-le-an-ad-ditional-insufell-ebewn-on the po1Ecy; tY Werkers' compenation-and employers! lam` paliciee will provide 3 waiver of stibflagaition-i dar days 3dvancc -written fie#ice directly to City of any EuspcnsieR, miliat+on, non renewal -9r ra`.enal change in coverage. and net -less -than t advaRC€ written neticc fir enpa-ymen of prffm um EXHIBIT "D" Pa•e2of33 '1^gid59Mr5y CalaExr1-angniC.'nn5kaal06-we Prtioc19 Is211. Japar(Ter'a'.Lirda Wr"_s'nr ;,.. I 'LY;'U )$"STbir2C14'.CDr,I clJ E74I•Er INDENINIFICAT10H- OCT 2010 EXHIBIT "B" I Page3of3 J maintain any insurance or policy endorsements to the cxtcnt and within the time herein J. Nothing herein contained shall be construed as limiting in any way the extent to which under this agreement. INDEMNIFICATION AND HOLD HARMLESS Consultant shall indemnify, save harmless and defend the City of Corpus Christi, and its agents, servants, and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and attorneys' fees, for or on account of any injury to any person, or any death at any time resulting from such injury, or any damage to any property, which may arise or which may be alleged to have arisen out of or in connection with the negligent performance of Consultant's services covered by this contract. The foregoing indemnity shall apply except if such injury, death or damage is caused by the sole or concurrent negligence of the City of Corpus Christi, its agents, servants, or employees or any other person indemnified hereunder. KlEngfneering DataEr<changelClarissaJlOther Projects Non DeparlmenlaFtLinda Webster GarleylLWG December 20141Contract43 EXHIBIT B INDEMNIFICATION - OCT 2010 Modified docx Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey 0 & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX invoice No. 12345 Invoice Date: Sample Form for: Payment Request Revised 07/27/00 Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract invoiced Invoice invoice Com. tete $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100°% 2,000 1,000 0 3,000 1,000 500 1,500 50% 500 0 250 750 0 0 0 0% 2,500 0 1,000 3,500 0 0 0 096 $6,000 $1,000 $1,250 $6,250 $750 $1,500 $2,500 30% $2,000 $0 $0 $2,000 $500 $0 $500 25% 0 1,120 0 1,120 0 0 0 0°% 0 0 1,627 1,627 0 0 0 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% 2,000 1,120 1,627 4,747 500 0 500 11% $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% r:Ila SUPPLIER NUAIIEI( II'ILJRCH SING nV DIVISION y City or CITY OF CORPUS CHRISTI Corpus DISCLOSURE OF INTEREST Christi City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. IF the question is not applicable, answer with 'NA". See reverse side for riling Requirements, Certifications and definitions. COMPANY NAME: Linda Webster Gurley, P.E. P. O. BOX: STREET ADDRESS: 7510 Milan Si. CITY: Corpus Christi ZIP: 78-114 FIRM IS: I. Corporation 3. Partnership 3. Sok O+,.ncr 4. Association 1 S. Other 0 DISCLOSURE QUESTIONS If additional space is necessary, plcasc use the reverse side of this page or attach separate sheet. 1. State the names of tach "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." NameJob Title and City Department (if known) N/A 2. Stine 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 N/A 3. State the names of each "board member" ol'the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "Iirnt." Name Board. Commission or Committee N/A 4. Statc 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 N/A EXHIBIT"D" Page 1 of 2 FILING REQWREMEN'rS if a person who requests official action on a mutter knows that the requested action will confer nn economic benefit on any City official or employee that is dislinguishnble from the effect that the action will have on members attic public in general or n 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 shell also be made in a signed writing filed with the City Secretary. (Ethics Ordinance Section 2-349 (d)j CERTIFICATION 1 certify that all information provided is true and correct as of the date of chis statement, that 1 have not knowingly withheld disclosure of miy information requested; and That supplemental statements will be prompt y submitted to the City of Counts Christi, Texas as changes occur. Certifying Person: 'title: IT) pc or t'rint) Signature of Certifying Person: c& t ,� Date: a1Slaor4 DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to alrect 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 n substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi. Texas either on a full or part- time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or conunercial, 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 arc treated as non-profit organizations. c. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Dcpanmcnt 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 ofprofessionnl consultation aad recommendation. EXHIBIT "D" Page 2 oft AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: TO: Ronald L. Olson, City Manager November 14, 2014 THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P.E., Interim Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 Mark Van Vleck, P.E., Executive Director, Utilities MarkVV@cctexas.com (361) 826-1874 Engineering Contract Wastewater Staff Program Support CAPTION: Motion authorizing the City Manager or designee to execute an engineering support services contract with Pipeline Analysis, LLC of Garland, Texas in the amount of $1,200,000 for services to support the wastewater collection and treatment system's performance and compliance req uirements. PURPOSE: The purpose of this agenda item is to obtain authority to execute the Pipeline Analysis contract for services to support the wastewater collection and treatment system's performance and compliance requirements. BACKGROUND AND FINDINGS: In June 2014, the City issued Request for Qualifications (RFQ) No. 2014-04 City of Corpus Christi Wastewater Staff Program Support to acquire high quality professional services to support the various wastewater programs necessary to comply with Texas Commission on Environmental Quality (TCEQ) and United Stated Environmental Protection Agency (EPA) regulatory requirements. In August 2014, after the City's RFQ evaluation of qualifications, Respondent presentations, and interviews, the City's RFQ Selection Committee selected Pipeline Analysis, LLC as the Consultant Engineer for this project out of five RFQ respondents. The objective of this project is to assist the City staff in implementing various programs with professional and technical support in order to ensure regulatory compliance system integrity and minimize the cost impact to customers. The City staff has identified various specialized tasks that would otherwise require additional short term staffing and equipment to complete. By supplementing, or outsourcing, these specialized tasks through this contract, the City will be able to maintain required schedules and have the flexibility to obtain additional resources without long-term hiring commitments or purchases of specialized equipment for short term use. This project will provide the City with the technical support and expertise to move forward with the execution of the review and correction of deficiencies in the wastewater collection system. The support will mainly consist of engineering support related to review of closed-circuit television (CCTV) inspections, preparing program reports and providing engineered recommendation to address repair and rehabilitation identified prior segments and manholes. This may include support of the City's initiatives related to collection system cleaning, inspection, alternative analysis, remedial measures as well as data management for program reporting. The contract will consist of Basic Services and Additional Services with specific not to exceed task orders authorized by City staff. This contract will provide: 1. Basic Services (Authorized) The Basic Services portion of the contract is budgeted at $250,000 for FY2014-2015. 2. Additional Services (Not Authorized) The Additional Services necessary to maintain compliance schedules at the least cost. These additional support services of the contract are anticipated to be $950,000 for FY2014-2015. The Consultant Engineer will not begin work on Additional Services without specific written approval by the City. ALTERNATIVES: 1. Authorize the execution of the engineering contract. 2. Do not authorize the execution of the engineering contract. (Not Recommended) OTHER CONSIDERATIONS: The Project provides for one-year base contract for the services described in Exhibit "A" and allows for optional four-year administrative renewals/extensions beyond the original one-year base contract, subject to availability of funding and satisfactory consultant performance. The Project is intended to be funded with annual appropriations, as needed. The City's Project Manager from the Operating Department is responsible for assigning tasks to the Consultant Engineer and approving their daily/weekly/monthly hours. The Consultant Engineer is required to submit a detailed and approved man -hourly breakdown accompanying their monthly invoice paper work to the City for payment. CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: ® Operating ❑ Revenue Capital ❑ Not applicable Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget $1,266,000.00 $1,266,000.00 Encumbered / Expended Amount This Item $1,200,000.00 $1,200,000.00 Future Anticipated Expenditures This Project $66,000.00 $66,000.00 BALANCE $0.00 $0.00 Fund(s): Wastewater Operating Comments: This project requires approximately 365 calendar days with anticipated completion December 2015. The contract will result in the expenditure of an amount not to exceed $1,200,000. RECOMMENDATION: City Staff recommends approval of the engineering support services contract with Pipeline Analysis, LLC of Garland, Texas in the amount of $1,200,000 for services to support the wastewater collection and treatment system's performance and compliance requirements. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract Presentation PROJECT BUDGET Wastewater Staff Program Support FUNDS AVAILABLE: Wastewater Operating $1,266,000 FUNDS REQUIRED: Engineer Fees: Basic Services (Pipeline Analysis, LLC) THIS CONTRACT 250,000 Additional Services (Pipeline Analysis, LLC) THIS CONTRACT 950,000 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance) 21,000 Engineering Services (Project Mgmt) 39,000 Misc 6,000 TOTAL $1,266,000 PROJECT BUDGET BALANCE $0 SEDWICK RDS— - ` LEOPARD SH 44 AG NES ST cb RI- CA �L,9y 0CL BEAR LN �����y co Q nvv N Corpus Christi Bay RO w z FM 2444 Gulf Of Mexico Note: City -Wide Project PROJECT # E14038 LOCATION MAP NOT TO SCALE Wastewater Staff Program Support CITY COUNCIL EXHIBIT AN CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS Ilf-- PAGE 1 OF 1 CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Executive Director of Public Works) and Pipeline Analysis, LLC, a Texas limited liability company, 1115 Main Street, Garland, Dallas County, Texas, 75040, (Architect/Engineer — A/E), hereby agree as follows: 1. SCOPE OF PROJECT Wastewater Staff Program Support (Project No. E14038) - This project will provide the City with the technical support and expertise to move forward with the execution of the review and correction of deficiencies in the wastewater collection system. The support will mainly consist of engineering support related to review of closed-circuit television (CCTV) inspections, preparing program reports and providing a professional engineer stamped recommendation on how to deal with that section of pipe or manhole. This could include support of the City's initiatives related to collection system cleaning, inspection, alternative analysis, remedial measures as well as data management for program reporting. 2. SCOPE OF SERVICES The A/E hereby agrees, at its own expense, to perform professional services necessary to review and prepare plans, specifications, and bid and contract documents. In addition, A/E will provide monthly status updates (project progress or delays, gantt charts presented with monthly invoices) and provide contract administration services, as described in Exhibit "A", to complete the project. Work will not begin on Additional Services until requested by the A/E (provide breakdown of costs, schedules), and written authorization is provided by the Executive Director of Public Works. A/E services will be "Services for Construction Projects"- (Basic Services for Construction Projects") which are shown and are in accordance with "Professional Engineering Services - A Guide to the Selection and Negotiation Process, 1993" a joint publication of the Consulting Engineer's Council of Texas and Texas Society of Professional Engineers. For purposes of this contract, certain services listed in this publication as Additional Services will be considered as Basic Services. 3. ORDER OF SERVICES The A/E agrees to begin work on those authorized Basic Services for this contract upon receipt of the Notice to Proceed from the Executive Director of Public Works. Work will not begin on any phase or any Additional Services until requested in writing by the A/E and written authorization is provided by the Executive Director of Public Works. The anticipated schedule of the preliminary phase, design phase, bid phase, and construction phase is shown on Exhibit "A". This schedule is not to be inclusive of all additional time that may be required for review by the City staff and may be amended by or with the concurrence of the Executive Director of Public Works. Contract for Engineering (A/E) Services Page 1 of 3 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WASTEWATER\E14038 WW STAFF PROGRAM SUPPORT\CONTRACT\CONTRACT.DOC The Executive Director of Public Works may direct the A/E to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. A/E shall notify the City of Corpus Christi within three (3) days of notice if tasks requested requires an additional fee. 4. INDEMNITY AND INSURANCE A/E agrees to the mandatory contract indemnification and insurance requirements as set forth in Exhibit "B". 5. FEE The City will pay the A/E a fee, as described in Exhibit "A", for providing services authorized, a revised fee not to exceed $1,200,000.00 (One Million Two Hundred Thousand Dollars and Zero Cents). Monthly invoices shall be submitted in accordance with Exhibit "C". 6. TERMINATION OF CONTRACT The City may, at any time, with or without cause, terminate this contract upon seven days written notice to the A/E at the address of record. In this event, the A/E will be compensated for its services on all stages authorized based upon A/E and City's estimate of the proportion of the total services actually completed at the time of termination. 7. LOCAL PARTICIPATION The City Council's stated policy is that City expenditures on contracts for professional services be of maximum benefit to the local economy. The A/E agrees that at least 75% of the work described herein will be performed by a labor force residing within the Corpus Christi Metropolitan Statistical Area (MSA). Additionally, no more than 25% of the work described herein will be performed by a labor force residing outside the Corpus Christi Metropolitan Statistical Area (MSA.) 8. ASSIGNABILITY The A/E will not assign, transfer or delegate any of its obligations or duties in this contract to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the A/E staff. If the A/E is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the A/E fee may be assigned in advance of receipt by the A/E without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. Contract for Engineering (A/E) Services Page 2 of 3 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WASTEWATER\E14038 WW STAFF PROGRAM SUPPORT\CONTRACT\CONTRACT.DOC 9. OWNERSHIP OF DOCUMENTS All documents including contract documents (plans and specifications), record drawings, contractor's field data, and submittal data will be the sole property of the City, may not be used again by the NE without the express written consent of the Executive Director of Public Works. However, the A/E may use standard details that are not specific to this project. The City agrees that any modification of the plans will be evidenced on the plans, and be signed and sealed by a professional engineer prior to re -use of modified plans. 10. DISCLOSURE OF INTEREST AIE further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to complete, as part of this contract, the Disclosure of Interests form. CITY OF CORPUS CHRISTI Natasha Fudge, P.E., Date Acting Director, Capital Programs RECOMMENDED eratin. Department Date APPROVED AS TO LEGAL FORM Assistant City Attorney Date for City Attorney APPROVED Office of Management Date and Budget ATTEST Rebecca Huerta, City Secretary PIPELINE ANALYSIS, LLC �,,, 10-28- 14 J. + es Forbes, .E., Date President 1115 Main Street Garland, Texas 75040 (800) 637-0164 Office (972) 479-0659 Fax Project No: E14038 Accounting Unit: 4200-33400-042 Account: 530000 Activity: E14038014200EXP Account Category: 30000 Fund Name: Wastewater Operating Contract for Engineering (A!E) Services Page 3of3 K:IENGINEERING OATAEXCHANGEUENNIFER4WASTEWATERIE14038 WW STAFF PROGRAM SUPPORT4CONTRACTICONTRACT.DOC Exhibit "A" City of Corpus Christi Scope of Professional Services Wastewater Staff Program Support, E14038 In developing scope tasks, the following definitions will be applicable: The Program — The Program is the comprehensive multi-year effort by the City to effectively improve the wastewater collection and treatment system's performance and compliance. The City will be the Program Manager for this effort. The Pipeline Analysis team will support the City, as needed and requested, to set the Program goals and objectives, organizational charts, systems, policies, procedures, standards, etc. for efficient program implementation and will provide staff when areas of need are identified. Other engineering firms, consultants, construction contractors, etc. will be involved in implementing the City's Program. There will be corresponding Program progress reports, staffing plans, Program schedules, etc. that the PA team may help the City produce as support staff. The Project — The Project is the contract with Pipeline Analysis, LLC., which may include multiple years with annual funding and various task authorizations depending on the City's needs. This includes the specific tasks that our team is authorized to perform in support of the City staff. Project management is what we do to manage our work including staffing, coordination of team sub -consultants, QA/QC of our work deliverables, our document management, task scheduling, invoicing, project progress reporting, etc. James H. Forbes, Jr. will serve as Project Manager and W. Logan Burton, P.E. will serve as an Assistant Project Manager. Depending on the specific needs of the City, there may also be a number of assigned Task Managers. Basic Services ($250,000) This section defines the scope for compensation for Basic Services that may be included as part of this contract, but the ENGINEER will not begin work on this section without specific written approval by the Director of Capital Programs. The ENGINEER will, with written authorization by the Director of Capital Programs, do the following Basic Services: EXHIBIT "A" Page 1 of 22 CATEGORY POTENTIAL ELEMENTS OR SERVICES AVAILABLE Basic Services Project Coordination 1 90 Day Action Plan X 2 Project Coordination X 3 QA/QC - Advisory X 4 Project Scheduling X 5 Cost Estimating X Asset Management 6 Information System Assessment X 7 Maximo/GIS Integration X 8 Maximo Custom Programming X 9 Maximo Reporting Templates X 10 Data Management X Permitting and Regulatory 11 TCEQ/EPA Reporting and Documentation X 12 TPDES Permitting X Project Coordination 1. 90 Day Action Plan a. Project Kick-off Meeting - A project kick-off meeting will be conducted by key ENGINEER team members with core City staff who will have the day-to-day responsibility for implementation of the Program and managing the City's wastewater system. The 90 day action plan will be reviewed and adjusted to meet the specific needs of the City. Data and information needs will be identified along with project organization, management and communication plans. b. Stakeholder Interviews - Key stakeholders in the overall regulatory compliance and wastewater management Program will be identified in the Project Kick-off Workshop. Stakeholders may include other City department personnel involved or impacted by the Program. City administration, City elected officials, and others identified by the City. The ENGINEER may conduct individual interviews with available stakeholders in preparation for the Program Goals and Objectives Workshop. The interviews will be used to define the overall Program issues, concerns, strategic goals and objectives from the perspective of each individual stakeholder. c. Program Goals and Objectives Workshop - The ENGINEER may facilitate a workshop to establish the strategic goals and objectives of the overall Program. The workshop will include the core City team and stakeholders identified in the Project Kick-off meeting. The workshop will define the Program success factors and establish the overriding EXHIBIT "A" Page 2 of 22 strategic goals and objectives that set the framework for the Program tactical initiatives which will also be identified at the workshop. Key service levels or measurable performance indicators will be identified at this workshop. Strategic goals and objectives can guide a compliance program through completion. d. Implementation Plan Development - The ENGINEER may assist the City in the development of a comprehensive Management Plan. The Management Plan will establish necessary program functions, systems, policies, and procedures to be implemented, and the protocols by which the City will achieve its strategic goals and objectives over the life of the Program. The Management and Implementation Plan may include the following: i. Program Organization Structure and Staffing ii. Program Facilities and Office iii. Communication Management iv. Document Management v. Contract Management vi. Management Information Systems vii. Cost Management viii. Schedule Management ix. Change Management x. QA/QC Management Plan xi. Risk Management xii. Regulatory and Progress Reporting xiii. Land and Easement Acquisition xiv. Customer Communication and Service xv. Inter -Department and Inter -Agency Coordination xvi. Design Management xvii. Construction Management xviii. ENGINEER Transition Plan e. Data and Information Management Plan (IMP) - The ENGINEER may develop an Information Management Plan (IMP) based on the data and information needs assessment initiated in the Project Kick-off Meeting and the above Maximo, GIS and Other Information System Assessment Task. This plan will define the asset inventory, capacity, management, operation, maintenance and customer service data and information required for effectively managing the City's wastewater system. The IMP will define the sources and owners of the required information and provide recommendations EXHIBIT "A" Page 3 of 22 to add additional data identified in a data gap analysis. The IMP will provide an action plan for hardware, software, data management and business process improvements to effectively manage the large amount of data required for successful completion of the Program. f. Reporting Plan - The ENGINEER may prepare a detailed Reporting Plan that aligns the various sources of data and information identified in the IMP with the specific regulatory monitoring and reporting requirements. This plan will provide the specific business processes and procedures to routinely compile required data and information for compliance reporting. Specific roles and responsibilities for data collection, compilation and reporting will be identified along with routine schedules for data and report deliverables. The CRP will rely heavily on the IMP to maximize the use of Maximo for routine compliance reporting. Compliance report formats and templates will be developed as part of this plan to establish a reliable reporting process at the outset of the Program. 2. Project Coordination ENGINEER may plan and assign proper qualified and experienced personnel to Project activities and provide other required equipment and material resources and maintain availability for proper Program execution. The ENGINEER may coordinate the efforts of consultant and sub -consultant personnel assigned to the Project to maintain budget, schedule, scope, and quality compliance. The ENGINEER may prepare and submit monthly progress/status reports for the Project. Monthly Progress Reports shall include a narrative of activities performed during the subject billing period, an updated schedule, identification of proposed resolution of issues, Project change management log, and a cost estimate to complete the Work. The ENGINEER may assist the City in the assigned tasks in accordance with the Management Plan. Based on the overall Program staffing plan, the ENGINEER may provide staff support requested by the City. In addition to the functions identified throughout this scope of work, the ENGINEER may assist with the following Program functions, of which the following are representative: a. Document Control b. Program Progress Reporting c. Information System Management d. Risk Mitigation e. Cost and Schedule Management f. Design Review g. Construction Inspection h. Quality Management EXHIBIT "A" Page 4 of 22 3. QA/QC Advisory The ENGINEER may assist the City in the development of a Quality Assurance and Quality Control (QA/QC) Plan to check, as a minimum, document management systems compliance, planning methods, design methods, calculations, engineering and design documents, construction documents, cost estimates, field investigations, measurements, and other technical issues associated with Program and Project planning and execution. The QA/QC plan may be designed to be expanded and modified as the Program needs change. 4. Project Scheduling The ENGINEER may assist the City in preparing and maintaining an integrated electronic Program schedule that will include all aspects of the Compliance Program. Periodically update the schedule at all phases of the Program. Schedule shall include critical activity start and/or completion dates as milestones, including monthly progress meetings, proposed engineering design, and all deliverable due dates. 5. Cost Estimating The ENGINEER may assist the City in developing cost estimating guides and standards for Program related field surveys and inspections, design and construction of system rehabilitation and replacement and other related Program elements. The ENGINEER may assist the City in preparing planning and design level construction cost estimates and in the review of cost estimates completed by others. Asset Management 6. Information System Assessment The ENGINEER may conduct an assessment of the City's wastewater system information management systems including Maximo, GIS, Bentley Hydraulic Model, XC2 FOG software and other supporting software in use by the City staff. While the focus of this assessment will be on the reporting requirements, the assessment will also consider improved efficiencies in the long term management of the wastewater system. The information system assessment will include related hardware, software, data management, systems integration, procedures and business practices for wastewater system information management. The results and recommendations of the assessment will be documented in a Technical Memorandum and summarized in the Information Management Plan. 7. Maximo/GIS Integration EXHIBIT "A" Page 5 of 22 City may authorize ENGINEER to perform various tasks associated with the integration of the MAXIMO, GIS and other software systems. Tasks may include evaluation of existing software/hardware and recommending needed improvements, upgrades, programming and support of other software to enhance MAXIMO Spatial reporting requirements. Work tasks may be authorized to provide software upgrades including other city departments, develop links to various databases and other program supporting software, prepare data entry forms, develop mobile applications, update/revise asset numbering system, develop automated reports, custom reports, and programming in support of regulatory compliance. 8. Maximo Custom Programming The City may authorize the ENGINEER to develop custom programming solutions to enhance the data management, reporting functions and integration of the City's Maximo Asset Management System and other wastewater information management systems. 9. Maximo Reporting Templates The City may authorize the ENGINEER to assist in the development of various reporting templates and forms for the data and information stored in the City's Maximo Asset Management Software System. Reporting tools like Business Intelligence Reporting Tool for Maximo may be implemented to provide the required compliance reporting. 10. Data Management The ENGINEER may assist the City in data collection, formatting, compilation, review, analysis, and reporting in accordance with the Program Information Management Plan. The ENGINEER may work with the City to format and input data into the appropriate information management system to support compliance and better manage the overall wastewater system. The ENGINEER may assist the City with routine updates of the data and information needs assessment and data management business processes. The ENGINEER may also assist the City in the acquisition of any additional data identified in data gap analyses and perform routine Quality control of the data in the information management systems. PERMITTING AND REGULATORY 11. TCEQ/EPA Reporting and Documentation The Program will identify a significant number of periodic reporting requirements that must be submitted to the EPA. Likewise, TCEQ reporting requirements already in place within the TPDES permitting framework will continue to be necessary. This Task implements the recommendations of the Reporting Plan to provide the routine required regulatory reports and correspondence to provide: 1) that the required reports are generated and submitted on time; 2) the various required reports are consistent with one another in terms of the information reported; EXHIBIT "A" Page 6 of 22 and, 3) that the resources expended to generate these reports is managed to reduce project costs. Potential elements of this task include: a. Update required monitoring and reporting requirements of the Program and other regulatory reports required by the TCEQ or EPA. Report requirements will be cross- referenced to identify report information needs in one report that may be common to other reports. b. Development of a report schedule for the initial two -years of the Program. c. Development of a tracking system to ensure that required reports are generated on time. This task will support the Regulatory Compliance task, described below. Over time, other tasks may result in the need to modify the reporting schedule, tracking system, or report templates. 12. TPDES Permitting The City already has a schedule of TPDES permitting for the City's six plants, along with an inventory of current major regulatory requirements and issues for each plant. This task may include the following elements: a. An update to the current inventory, taking into account the Program. The update will include an assessment of potential new requirements that may be imposed in the next or subsequent permitting cycle for each plant b. Consideration of potential issues associated with potential regionalization of the City's wastewater system in the next few years c. An assessment of how regionalization might be affected by new water quality standards, new TCEQ or EPA wastewater treatment requirements, and new water quality initiatives outside the typical TPDES permitting arena, such as the Total Maximum Daily Load (TMDL) program. d. Assistance with development of TPDES permit applications and processing applications through the TCEQ, as desired by the City. Over time, the permitting process may impact the requirements for the City for monitoring and reporting under the Program, and therefore, may eventually require modification of the reporting and documentation task described above. EXHIBIT "A" Page 7 of 22 Additional Services (ALLOWANCE $950,000) This section defines the scope for compensation for additional services that may be included as part of this contract, but the ENGINEER will not begin work on this section without specific written approval by the Director of Capital Programs. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Capital Programs as required. The ENGINEER will, with written authorization by the Director of Capital Programs, do the following Additional Services: EXHIBIT "A" Page 8 of 22 CATEGORY POTENTIAL ELEMENTS OR SERVICES AVAILABLE Additional Services Project Coordination 1 Public Relations and Outreach X 2 Presentation Support X 3 CIP/O&M Budget Planning X 4 Procurement/Contracts Management X 5 Program Modifications X 6 Transition Planning and Training X Condition Assessment 7 CCTV/Line Cleaning Support X 8 Line & Manhole Inspections and Assessment X 9 Acoustic Testing X 10 Smoke Testing X 11 PACP Coding/Training X 12 Lift Station Assessment X 13 Force Main/ARV Assessment X 14 Private Lateral Repair Program X 15 1/1 Prioritization and Reduction X Asset Management 16 Software Upgrades X 17 Maximo Data Migration X 18 Mobile Solutions X 19 Information Systems Integration X 20 CMOM Implementation X 21 FOG Program Support X 22 SSORP Program Support X 23 SSO Verfication and Analysis X 24 GIS Mapping and Database Support X 25 Asset Risk Analysis and Prioritization X 26 Funding Strategy Development X 27 Capital Improvement Planning X 28 Long Term Asset Renewal Forecasting X Remedial Measures 29 IDIQ Implementation X 30 Rehab/Replacement Alternatives Analysis X 31 Collection System Rehabilitation/Replacement X 32 Construction Administration/Observation X 33 Construction Scheduling X 34 Odor Control X Permitting and Regulatory 35 Regulatory Compliance X 36 Supplemental Environmental Plan (SEP) Support X 37 Health & Safety X Capacity Assessment 38 Field Verification X 39 Flow and/or Rainfall Monitoring X 40 Pump Performance Tests X 41 Gravity Line Capacity Analyses X 42 Flow Transfer Assessment X 43 SSO Root Cause Analysis X General Engineering 44 Topographic Survey X 45 Subsurface Utility Engineering (SUE) X 46 Planning & Integrated Planning Support X 47 Infrastructure Design - Plans and Specifications X 48 City Standard Specifications and Details X 49 Value Engineering X EXHIBIT "A" Page 9 of 22 PROJECT COORDINATION 1. Public Relations and Outreach The ENGINEER may assist the City in providing information to and to educate the public about Program goals and objectives through various outreach techniques to gather and maintain public support for the Program and for individual projects. The public information program may be designed to make direct contact, and nurture and maintain positive relationships with those individuals who reside, own businesses, work, and attend school in those areas affected by project construction as well as the community as a whole. The ENGINEER may assist the City in the development of presentations, newsletters, press releases and other media materials required for the public information and participation program. 2. Presentation Support The ENGINEER may assist the City in the development of presentation material to communicate Program progress and explain technical and non-technical aspects of the Program to various stakeholder groups. 3. CIP/O&M Budget Planning The ENGINEER may assist the City in preparing annual Compliance Program budgets including capital improvement and operation and maintenance budgets. 4. Procurement/Contracts Management The ENGINEER may assist the City in the evaluation of various project delivery alternatives for wastewater system improvements, preparing procurement documents for field services, planning, design, and construction projects associated with the Program. 5. Program Modifications The ENGINEER may assist the City in identifying changes in the work to be completed under the Program to reduce costs and improve the program effectiveness. The ENGINEER may assist in preparing the necessary documentation in support of regulatory reporting requirements and assist when potential program modifications are requested. 6. Transition Plan and Training The ENGINEER may provide temporary staff support requested by the City to initiate a variety of regulatory functions. Short term Program assignments may be completed by the ENGINEER and delivered to the City. Longer term assignments may be initiated with ENGINEER staff support and transition to City Staff. The ENGINEER may develop a transition plan and provide required training to transition Program functions to City staff. EXHIBIT "A" Page 10 of 22 CONDITION ASSESSMENT 7. CCTV/Line Cleaning Support Perform CCTV as required to inspect designated pipelines and provide data in PACP format for each pipeline inspected. Scope of work may only require delivery of PACP CCTV digital data and may also include analysis of the collected data to determine cause of obstructions, condition assessment of pipeline, establish preliminary repair methods and estimated costs. Cleaning may be requested to facilitate CCTV inspection, debris removal, or to facilitate the annual cleaning goals and schedules established by the City. 8. Line and Manhole Inspections and Assessment City may authorize the inspection of each line entering and exiting the manhole. Normally performed in conjunction with manhole inspection, data on each pipe rim to invert distance, size, material, condition, photograph, observed defects, etc. is obtained and documented. City may authorize analysis of this data to establish prioritized remedial measures necessary to restore integrity along with estimated costs. Manhole inspections may be authorized to establish the existing condition and remedial measures necessary to prioritize and rehabilitate these assets. Inspection personnel will use digital cameras during the inspection of all manholes. All photographs will be included in the field inspection database so that a permanent electronic record can be maintained. During the preliminary and final data analysis, these photographs will provide detailed backup information on site conditions, observed defects and condition of the asset to assist in preparing recommended remedial action and estimated costs. The City may authorize the delivery of the manhole inspection data with or without analysis. 9. Acoustic Testing The City may authorize acoustic testing to prioritize sewer line segments for subsequent cleaning or inspections. 10. Smoke Testing Smoke Testing may be authorized to locate both public and private sector defects contributing to wet weather inflow, trace sewer connections or identify illicit connections with the storm sewer system. Smoke testing will normally include public notification using door hangers and coordination with fire and other city departments. Documentation of the tests will include digital database, photographs and defect location sketches. City may authorize analysis of collected data to include prioritized remedial measures and estimated costs. EXHIBIT "A" Page 11 of 22 11. PACP Coding/Training City may authorize QA/QC of CCTV data including review of PACP codes and/or coding of defects to meet PACP standards. ENGINEER may be authorized to provide PACP training and certification. 12. Lift Station Assessment The City may authorize the ENGINEER to perform a condition and/or capacity assessment(s) of designated lift stations. The assessment may require specialized staff to evaluate and prioritize structural, electrical, mechanical, instrumentation, site conditions, hydraulics, pump performance, O&M history, SOPs, flow monitoring, etc. and recommend remedial measures to address observed deficiencies and estimated costs. 13. Force Main/ARV Assessment The City may authorize the ENGINEER to undertake an assessment of the lift station force main(s) and ARV. The assessment would include the walking of force mains and documenting observed depressions, wet soils, leaks, map location of ARV's, ARV condition, prioritized remedial measures and estimated costs. 14. Private Lateral Repair Program City may authorize the ENGINEER to recommend a private lateral repair program and/or assist in the implementation of the private lateral repair program that may include code compliance review/recommendations, development of documentation to track repairs and property owner notifications, determine priority and cost of repairs, provide site specific coordination with private property owners and coordinate with other city departments to ensure proper repairs have been completed. City may authorize the ENGINEER to perform specific repairs in conjunction with smoke testing to facilitate early repairs and reduce program costs. 15. 1/1 Prioritization and Reduction City may authorize ENGINEER to prioritize areas of the city for 1/1 reduction efforts and develop documentation to establish the baseline 1/1 and subsequent percentage reduction in 1/1 following remedial measures. This scope may include analysis of flow data or installing flow meters to obtain detailed flow data for 1/1 prioritization. Analysis may include evaluating the cost effectiveness of transport treatment options, flow equalization, 1/1 reduction, etc. EXHIBIT "A" Page 12 of 22 ASSET MANAGEMENT 16. Software Upgrades Based on the recommendations in the Information Management Plan for the Program, the City may authorize the ENGINEER to assist with the procurement, installation, implementation and training for software upgrades and additions to maintain compliance and improve overall wastewater system management. 17. Maximo Data Migration Wastewater system data may be developed through any number of different source and information management systems. The City may authorize the ENGINEER to migrate system inventory, performance, compliance, condition, risk, operations and maintenance data from different software systems into the City's Maximo Asset Management System. 18. Mobile Solutions The City may authorize the ENGINEER to assist with the implementation and enhancement of mobile technology devices and the migration of data from the mobile field devices into the City's Maximo Asset Management System. This effort may include the development of custom data input templates for mobile devices and intranet or Web based solutions for data migration. 19. Information Systems Integration ENGINEER may be authorized to facilitate integration of various software programs or databases from or to GIS and/or Maximo. Such integration may include linking data from other software, such as Bentley, XC2, CityWorks, etc., for use in generating standardized reports for internal or regulatory compliance. Wastewater system asset inventory, performance, compliance condition assessment, risk assessment, operations, and maintenance, rehabilitation and improvement data may be located in a number of different information management systems. The City may authorize the ENGINEER to develop protocols, common asset identification system, software and hardware to integrate various wastewater information management systems within the City's overall information Technology framework. 20. CMOM Implementation ENGINEER may be authorized to assist the City in the implementation of CMOM provisions. Tasks may include development of databases to track required progress, programing support to generate required reporting metrics, software/hardware upgrades, estimating least cost alternatives, training, SOP development and updating narrative sections of the CMOM Plan. EXHIBIT "A" Page 13 of 22 21. FOG Program Support ENGINEER may be authorized to assist the City in the support and/or implementation of the FOG requirements that may include FOG Manual updates, software integration for monitoring and compliance reporting, software/hardware upgrades, inspection staff support, SOP development, training, cost estimating, public relations programs, program evaluation/recommendations. 22. SSORP Program Support ENGINEER may be authorized to assist the City in support and/or implementation of the SSO Response Plan and/or Lift Station Overflow Response Plan requirements. Task may include SSORP Manual updates, development of SOPs, software/hardware upgrades, SSO root cause analysis, CCTV in support of the SSORP, data analysis, training, cost estimating, software integration for monitoring and compliance reporting, Lift Station Overflow Response Plan (LSORP) support and implementation assistance. 23. SSO Verification and Analysis ENGINEER may be authorized to perform inspections and analysis to verify occurrences of SSOs, establish the probable cause, repair method and estimated costs. Task may also include preparation of SOPs, staff training, software/hardware upgrades, software integration for monitoring and compliance reporting, and support in minimizing SSO occurrences. 24. GIS Mapping and Database Support The City has invested in an enterprise GIS architecture capable of addressing the spatial and asset management needs for all municipal government services. ENGINEER may aid the City in pursuing a complete, new inventory of their utility infrastructure to be used within the City's GIS for asset management, modeling, and other functions. ENGINEER may provide updated survey data of existing utilities in GIS format, digitization of project record drawings, updating of the geodatabases based on rehabilitation/replacement associated with this Project, assist in the development of a GIS management/update plan, etc. ENGINEER may be tasked with evaluation of spatial data for identifying critical infrastructure and problem areas which can be used for prioritizing needs or to aid in reporting Program compliance. Exhibits may be created for public meetings or for communication with City Council or City management. 25. Asset Risk Analysis and Prioritization The ENGINEER may assist the City in a comprehensive risk of failure analysis and prioritization of its wastewater system assets. This analysis builds on the City's CMOM and condition assessment program to develop Likelihood of Failure, Consequence of Failure, and Risk of Failure analysis and rankings for all wastewater system assets. This analysis can be developed EXHIBIT "A" Page 14 of 22 for pipe, lift stations and treatment facility assets. Using a common scoring approach, the risk results can be compared for assets in different asset groups. This analysis results in a quantitative risk score and ranking for all wastewater assets as the basis for determining the priority and funding requirements for system improvements. 26. Funding Strategy Development The ENGINEER may assist the City in assessing the funding requirements associated with compliance and the associated capital improvement program. The ENGINEER may assist the City in evaluating funding options for near term capital improvements and the long term system rehabilitation needs. 27. Capital Improvement Planning The ENGINEER may assist the City in prioritizing wastewater system improvements consistent with the requirements of the Program. Wastewater system improvements and rehabilitation needs will be organized into capital improvement projects and programmed into the City's Capital Improvement Program (CIP). The City's IDIQ contract program may be utilized to complete applicable system rehabilitation projects. The ENGINEER may assist the City in capital improvement planning and ongoing CIP progress reporting. 28. Long Term Asset Renewal Forecasting The ENGINEER may assist the City in developing a long-term sustainability forecasts for wastewater system assets. The long term sustainability forecast is designed to predict the level of asset repair, rehabilitation or replacement required to maintain the City's standards of customer service and system performance over the coming decades. The long-term sustainability analysis looks at broad categories of assets or cohorts that have similar useful lives and degradation profiles. REMEDIAL MEASURES 29. IDIQ Implementation The City may authorize ENGINEER to provide guidance and technical data in support of the existing and any future IDIQ contracts (by others). Data prepared by the ENGINEER may be used to initiate remedial measures activities under the IDIQ contract(s). This scope of work may require coordination with the IDIQ engineers and preparation of supporting maps, databases, preliminary remedial measures and cost estimates. 30. Rehab/Replacement Alternatives Analysis Remedial measures analysis may be authorized to provide engineering evaluation of system deficiencies identified during condition assessment and capacity assessment activities. Defects identified or suspected during manhole inspection, smoke -testing, CCTV, FOG, etc. may be EXHIBIT "A" Page 15 of 22 authorized for further analysis to establish the least cost remedial measure for each asset or additional investigations to establish best repair strategy. 31. Collection System Rehabilitation or Replacement City may authorize ENGINEER to evaluate mainline sewer rehabilitation alternatives including pipe bursting and cured in place pipe (CIPP) lining. Data from the condition assessment and/or capacity assessment work tasks may be used for preparing detailed remedial measures plans establishing the suitability for pipe bursting and/or CIPP lining of sewers. Provide staff support in contracting rehabilitation efforts including preparation of maps, plans, specifications, attribute database update and inspection if requested. Open cut alternatives may be authorized for detailed analysis to prepare engineering report(s), for use in preparing design plans, development of specifications, attribute database update and construction inspection if requested. ENGINEER may be authorized to analyze data collected during manhole inspection and prepare remedial measures plan for manhole rehabilitation. Task may include evaluation of manhole defects, develop prioritized listing of repairs, prepare database of recommended repairs, prepare design plans, maps and specifications for contractor use, construction inspection and asset attribute database update. 32. Construction Administration/Observation The ENGINEER may provide Construction Administrative and Observation services to assist the City in confirming that construction of a project is carried out in accordance with the requirements of the Contract Documents and the requirements of the City and regulatory agencies, within the project schedule, and with a minimum of disruption to ongoing activities. ENGINEER will consult with and advise the City and act as its representative during construction. The construction services effort will have the goal of facilitating the construction to enable the Work to progress in an efficient and cost-effective manner, while maintaining operations. ENGINEER will not be responsible for the means, methods, techniques, sequences or procedures of construction selected by the Contractor(s) (except as otherwise specified in the Contract Documents) or the safety precautions and programs incident to the Work of the Contractor(s). ENGINEER may also provide a presence on the site through scheduled coordination meetings and inspections to provide quality control and monitoring for conformance with the design intent. 33. Construction Scheduling ENGINEER may be authorized to assist staff in scheduling the timing of various construction projects to comply with the Program requirements and funding limitations. EXHIBIT "A" Page 16 of 22 34. Odor Control ENGINEER may be authorized to analyze odor issues associated with the wastewater system and VVVVTP and prepare report(s) with alternatives analysis, recommendations and estimated implementation costs. PERMITTING AND REGULATORY 35. Regulatory Compliance One critical outcome of monitoring and reporting may be the need to respond to new SSOs and other potential non-compliance events. Using the inventory of required monitoring and reporting requirements, a protocol for evaluating non-compliance may be developed under this task. Such evaluation may include a repeat-SSO analysis and risk assessment to determine the likelihood of continued failure and appropriate response mechanisms. The ENGINEER would assist the City with meetings and communications with the EPA and TCEQ on the progress of the Program and other regulatory compliance issues. This task may also include assessment of responses to non- compliance and identification of areas of improvement, as needed. This tool is designed to assist the City with demonstrating that not only are improvements to the management of SSOs being accomplished, but a methodology for continuous improvement to the response mechanism is in place. 36. Supplemental Environmental Plan (SEP) Support Supplemental Environmental Projects (SEPs) are an important aspect of the Program because they both demonstrate the City's willingness to expend resources to solve problems and they help keep the benefit of the expenditure in the City. This task will identify those potential SEPs currently under consideration by City that might be implemented by the City and assist with planning for how to implement them when it is necessary to do so. This task includes the following elements: a. Identify and categorize potential SEPs that the City might implement at an appropriate point in the future. Categorization of SEPs may include cost, areas of benefit to the City, implementation schedules and impact on reducing SSOs. b. Prioritize potential or agreed SEP and develop implementation plan for the first two or three years, so that the City can quickly authorize early SEP implementation. The development of SEPs, and their implementation, may eventually require modification of the reporting and documentation task described above. EXHIBIT "A" Page 17 of 22 37. Health and Safety City may authorize ENGINEER to assist in preparation of updated health and safety manuals, SOPs, training and support for the health and safety of City staff, residents and contractors. CAPACITY ASSESSMENT 38. Field Verification ENGINEER may be authorized to perform field verification to confirm site conditions, elevations, defect location(s), map update, sizes, materials, lengths, dimensions, etc. to confirm critical data. Field verification of potential capacity constraints may be authorized and may include installation of flow meters, rain gages, level measurements, etc. to collect data for hydraulic model input, analysis and report. 39. Flow and/or Rainfall Monitoring ENGINEER may be authorized to install, operate and maintain temporary and/or permanent flow and/or rainfall monitors at key locations within the City. Task may include analysis of data and preparing report(s) on findings and recommendations. ENGINEER may be authorized to assist in preparing a permanent flow/rainfall meter network plan with recommendations for meter site locations, equipment, estimated costs and staff training. 40. Pump Performance Testing ENGINEER may be authorized to perform pump performance tests to determine the performance of each pump and combination of pumps and prepare a report(s) on findings that may include comparison with design operating points, recommendations and estimated cost of improvements. Analysis may be authorized to include force main C factor tests, flow tests, operating pressures, valve O&M, etc. necessary to evaluate lift station pumps. 41. Gravity Line Capacity Analyses ENGINEER may be authorized to perform various levels of capacity analysis depending on subsequent use and level of accuracy requested by the City. Depending on the level of accuracy required, ENGINEER may use the existing hydraulic model, perform site flow monitoring to gather specific flows or perform simple calculations based on existing system data to determine existing and future capacity. ENGINEER may prepare a report(s) describing the methodology and assumptions used in preparing the capacity analysis. 42. Flow Transfer Assessment ENGINEER may be authorized to evaluate flow diversions within service areas or flow transfers from one service area to another and report on findings, recommendations and estimated costs if requested. EXHIBIT "A" Page 18 of 22 43. SSO Root Cause Analysis ENGINEER may be authorized to gather data to establish the root cause for SSOs. Such analysis may include performing CCTV or reviewing cleaning and CCTV data, determining if structural deficiencies, grease, debris, are contributing to the SSO, elevation survey, confirmation of pipe sizes, slopes, etc. and prepare report(s) identifying the probable cause with recommendations and estimated costs if requested. GENERAL ENGINEERING 44. Topographic Survey ENGINEER may be tasked with providing topographic survey services to determine location and/or elevation data of various City infrastructure or property. ENGINEER will provide field surveys, as required, including the necessary control points, coordinates and elevations of points. Establish base survey controls for line and elevation staking (not detailed setting of lines and grades for specific structures or facilities). All work must be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. Include reference to a minimum of two (2) found boundary monuments from the project area. 45. Subsurface Utility Engineering (SUE) The ENGINEER may perform engineering services which will result in accurately identifying the location of subsurface utilities that have a high potential for conflicts with the proposed improvements, and for acquiring and managing that level of information during the development of the project. These services shall conform to standards and guidelines as described in FHWA and ASCE Subsurface Utility Engineering publications. The final work shall be completed such that all known utilities with potential conflicts are graphically depicted in both a digital and hard copy/plan sheet format. For the purpose of this agreement, "locate" means to obtain precise horizontal and vertical position of the utility line by excavating a test hole. The test holes shall be done using vacuum excavation or comparable nondestructive equipment in a manner as to cause no damage to the utility line. After excavating a test hole, the A/E shall perform a field survey to determine the exact location and position of the utility line. This work is considered quality level A. EXHIBIT "A" Page 19 of 22 46. Planning & Integrated Planning Support The City is considering how best to incorporate the principals of Integrated Planning into the Program. This task assumes that at least some elements of integrated planning may be developed by the City for compliance. The task may include a review of the City's permitting requirements and management program in order to identify potential integration issues with the Program. 47. Infrastructure Design — Plans & Specifications ENGINEER may study, verify, and implement recommendations including construction sequencing, connections to the existing facilities, and restoration of property and incorporate these recommendations into a set of construction plans. Development of the construction sequencing will be coordinated with the City Operating Department(s) and Engineering Services staff. Prepare a set of the construction bid and contract documents (electronic and full-size hard copies using City Standards as applicable), including contract agreement forms, general conditions and supplemental conditions, notice to bidders, instruction to bidders, insurance, bond requirements, and preparation of other contract and bid related items; specifications and drawings to fix and describe, for bid, the size and character of the entire project; description of materials to be utilized; and such other essentials as may be necessary for construction and cost analysis. 48. City Standard Specifications and Details The City is currently developing City Standard Specifications and Details. ENGINEER may support City staff by providing review of documents prepared by others and/or recommendations for modifications to the DRAFT documents. One goal may be to ensure all specifications and details conform to the various agency requirements and that they provide the guidance necessary for long-term compliance. 49. Value Engineering ENGINEER may be tasked with studying a project's functional relationships and cost of the project elements, identify and evaluate potential alternative concepts, and develop conceptual - level cost estimates for the "best-fevv' alternatives considered worthy of consideration for project value improvement. It is expected that the City's focus on sustainability will be reflected in the team's recommendations. ENGINEER may recommend value engineering options (alternative design, construction methods, procurement, etc.) that may improve efficiency, expedite the schedule, or reduce project costs for the City. EXHIBIT "A" Page 20 of 22 Provided by the City To be Provided by City — The City Staff will: A. Provide access to various City staff for interviews and/or coordination associated with various Task Authorizations. B. Furnish copies or provide access to pertinent records and documents, etc. associated with the various Task Authorizations. Project Schedule The Project provides for one (1) year base contract for the services described in Exhibit A and allows for optional 4 -year renewals/extensions beyond the original 1 -year base contract, as needed and authorized by the City of Corpus Christi. The Project is intended to be funded with annual appropriations, as needed. The Project schedule is completely dependent upon the needs and requests of City of Corpus Christi Staff in support of Program compliance. Fees ACTIVITY DATE Anticipated Notice To Proceed December 30, 2014 90 Day Action Plan March 30, 2015 Task Authorizations TBD A. Fee for Basic and Additional Services. This is a Time and Materials Contract with budget caps $250,000 for Basic Services and $950,000 for Additional Services, respectively, in FY 2014-2015. For services authorized by the Director of Capital Programs under "Basic and Additional Services" the City will pay the ENGINEER a not -to -exceed fee per the negotiated cost for those services requested. The negotiated fees will be based on the agreed to hourly rates provided in ATTACHMENT 1. Negotiated fees will be authorized through multiple task order authorizations detailing the scope of work, schedule of work and the negotiated fee. B. Monthly Invoice The monthly invoiced payment to the Engineer is based on actual working hours and associated expenses as well as the hourly rates. The City's Project Manager from the Operating Department is responsible for assigning tasks to the Engineer and approving daily/weekly/monthly hours. The Engineer is required to submit a detailed and approved man -hourly breakdown accompanying with monthly invoice paper work to the Capital Programs for payment. EXHIBIT "A" Page 21 of 22 SCHEDULE OF HOURLY RATES BY PERSONNEL CLASSIFICATION EFFECTIVE JANUARY 1, 2014 NOTES: 1. Above rates are for work performed on an hourly basis and include overhead and profit. 2. During the term of this agreement, rates may be adjusted by up to 4% annually at the beginning of each calendar year based on published and acceptable indices. 3. All work will be authorized through multiple task orders, as required. ATTACHMENT 1 Exhibit "A" Page 22 of 22 2014 HOURLY RATES s Classification Pipeline Analysis, LLC. LNV, Inc. CRG, LP. APAI Garza Bury Starboard Cons. Engineering/Planning/Professional Principal/VP $168 $185 $185 $250 $200 $250 Senior Project Manager, PE $168 $170 $170 $218 5185 5225 Project Manager, PE $145 5155 $155 $170 5175 5210 MAXIMO Function/Train/OA Lead- - - - $200 MAXIMO Technical Lead- - - - $175 MAXIMO Application Developer- - - - - $160 MAXIMO Support Specialist - - - - - $100 Senior Engineer, PE $145 5145 $145 5145 5145 - Project Engineer, PE $125 $125 $125 $130 $130 Engineer IV, EIT- $115 $115 $115 $110 Engineer III, EIT - $105 $105 $115 5110 Engineer II, EiT - $100 $100 5115 $110 - Engineer i, EIT- $90 $90 5115 $110 - Senior CADD/Survey/GIS Tech - $85 $85 $115 $100 CADD/GIS Technician $70 $75 $75 $90 $90 - Technician $44 - - - - - Construction Mgmt/Inspection Construction Superintendent - $100 5100 - $120 - Construction Obs II- $85 $85 - $90 - Construction Obs I- $75 $75 - 590 - Field Operations Field Operations Manager $133 - - - Superviser/Crew Leader $55 - - - - - CCTV Operator 558 - - - - - CCTV Technician 544 - - - - Survey/Field Operations RPLS- $145 $145 - 5160 - 5uperviser/Crew Leader- $85 $85 - $90 - 2 -Man Field Crew$170 $170 - 5170 - 3 -Man Field Crew - $210 $210 - $210 - General/Clerical Clerical $55 $60 560 $72 $70 - Senior Admin Staff - - - $102 - - Expenses Overtime 150% 150% 150% - 150% - Mileage ($/mile) $036 - $0.65 - - - Per Diem ($/day) $25 - 530 - - - Expense Multiplier 1.10 1.10 1.10 1.10 1.10 1.10 NOTES: 1. Above rates are for work performed on an hourly basis and include overhead and profit. 2. During the term of this agreement, rates may be adjusted by up to 4% annually at the beginning of each calendar year based on published and acceptable indices. 3. All work will be authorized through multiple task orders, as required. ATTACHMENT 1 Exhibit "A" Page 22 of 22 EXHIBIT "B" INSURANCE AND INDEMNIFICATION REQUIREMENTS I. CONSULTANT'S LIABILITY INSURANCE A. Consultant 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. Consultant must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Consultant shall furnish to the Risk Manager and Director of Capital Projects, 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. Note: Consultant shall include Project name and Project # in the Description box of the Certificate of Liability Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day Notice of Cancellation required for non- renewal or reduction in coverage or limits. 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 Consultants 7. Personal and Advertising Injury 8. Independent Contractors 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 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 PROFESSIONAL LIABILITY (Errors & Omissions) $1,000,000 Per Claim $2,000,000 Aggregate. If claims made policy, retro date must be prior to inception of agreement; have extended reporting period provisions and identify any limitations regarding who is an Insured. EXHIBIT "B" Page 1 of 3 C. In the event of accidents of any kind related to this project, Consultant shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. II. ADDITIONAL REQUIREMENTS A. Consultant 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. Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant'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. Consultant shall be required to submit replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant 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. Consultant 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 reduction in coverages or limits, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. City shall have the option to suspend Consultant'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 Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall EXHIBIT "B" Page2of3 have the right to order Consultant to stop work hereunder, and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Consultant'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. INDEMNIFICATION AND HOLD HARMLESS Consultant shall indemnify, save harmless and defend the City of Corpus Christi, and its agents, servants, and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and attorneys' fees, for or on account of any injury to any person, or any death at any time resulting from such injury, or any damage to any property, which may arise or which may be alleged to have arisen out of or in connection with the negligent performance of Consultant's services covered by this contract. The foregoing indemnity shall apply except if such injury, death or damage is caused by the sole or concurrent negligence of the City of Corpus Christi, its agents, servants, or employees or any other person indemnified hereunder. EXHIBIT "B" Page 3 of 3 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey 0 & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date: Sample form for: Payment Request Revised 07/27/00 Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract invoiced Invoice Invoice Complete $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% 2,000 1,000 0 3,000 1,000 500 1,500 50% 500 0 250 750 0 0 0 0% 2,500 0 1,000 3,500 0 0 0 0% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% $21000 $0 $0 $2,000 $500 $0 $500 25% 0 1,120 0 1,120 0 0 0 0% 0 0 1,627 1,627 0 0 0 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% $6,000 $1.000 $1,250 $8,250 $750 $1,500 $2,500 30% 2,000 1,120 1,627 4,747 500 0 500 1196 $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 2396 SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION vy.rr► Corpus of hti EXHIBIT "B-1" CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17.112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. if the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Pipeline Analysis LLC P.O.BOX: STREET ADDRESS: 1115 Main Street FIRM IS: I. Corporation 4. Association CITY: Garland ZIP: 75040 2 Partnership 3. Sole Owner 5, Other X Limited Lia ility Company DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1, State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) None 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 None 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 None 4. State the narnes of each employee or officer of a "consultant" for the City of Co us 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 None 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: James H. Forbes, Jr., P.E. Title: President (Type or Print) Signature of Certifying Person: DEFINITIONS Date: 7-(8_ l j a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Finn." 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. Corpus Chr sti Capital Programs Wastewater Staff Program Support Council Presentation December 9, 2014 Project Scope CAP Corpus Chr'sti Capital Programs 2 Project Schedule Corpus Chr'sti Capital Programs 2015 Jan Fe b Mar Apr May Jun Jul kkug Sep Oct Nov Dec Contract Services Projected Schedule reflects City Council award in December 2014. The contract reflects a one year base term with optional four year extensions, to be administratively executed. Project Budget Corpus Chr'sti Capital Programs FUNDS AVAILABLE: Wastewater Operating........................................................................... $1,266,000 FUNDS REQUIRED: Engineer Fees: Basic Services (Pipeline Analysis, LLC) THIS CONTRACT. Additional Services (Pipeline Analysis, LLC) THIS CONTRACT...................... Reimbursements: 250,000 950,000 Administration/Finance (Capital Programs/Capital Budget/Finance)................. 21,000 Engineering Services (Project Mgmt)........................................................ 39,000 Misc 6,000 TOTAL $1,266,000 PROJECT BUDGET BALANCE $0 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: TO: October 23, 2014 Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P.E., Interim Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 Mark Van Vleck, P.E., Executive Director, Utilities MarkVV@cctexas.com (361) 826-1874 Engineering Design Contract Allison Wastewater Treatment Plant Lift Station and Plant Improvements CAPTION: Motion authorizing the City Manager or designee to execute an engineering design contract with Urban Engineering of Corpus Christi, Texas in the amount of $244,020 for the Allison Wastewater Treatment Plant Lift Station and Plant Improvements for design, bid, and construction administration phase services. PURPOSE: The purpose of this agenda item is to obtain authority to execute the Urban Engineering contract for the Allison Wastewater Treatment Plant Lift Station and Plant Improvements. BACKGROUND AND FINDINGS: This project provides for the design and construction of lift station pumps and piping replacement, new electrical control room, new emergency generator, disinfection equipment replacement, clarifier telescopic valve replacement, new dewatering drain line, east aeration discharge piping modifications, and pre- and post -thickener scum baffle replacement. The rehabilitation and improvements under this contract address immediate deficiencies to extend the life of the plant, ensure reliability, and provide back-up power supply. ALTERNATIVES: 1. Authorize the execution of the engineering contract. 2. Do not authorize the execution of the engineering contract. (Not Recommended) OTHER CONSIDERATIONS: Urban Engineering was selected through Request for Qualifications (RFQ) No. 2012-03. This project was programmed in the Capital Improvement Program (CIP) FY 2012-2013 but removed from the CIP FY 2013-2014 due to program priorities. The project is in CIP FY 2014-2015. CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue ®Capital ❑ Not applicable Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget $3,900,000.00 $3,900,000.00 Encumbered / Expended Amount This Item $244,020.00 $244,020.00 Future Anticipated Expenditures This Project $2,909,100.00 $2,909,100.00 BALANCE $746,880.00 $746,880.00 Fund(s): Wastewater CIP #17 Comments: This project requires approximately 690 calendar days with anticipated completion November 2016. The contract will result in the expenditure of an amount not to exceed $244,020. RECOMMENDATION: City Staff recommends approval of the engineering design contract with Urban Engineering of Corpus Christi, Texas in the amount of $244,020 for the Allison Wastewater Treatment Plant Lift Station and Plant Improvements for design, bid, and construction administration phase services. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract Presentation PROJECT BUDGET ALLISION WASTEWATER TREATMENT PLANT LIFT STATION AND PLANT IMPROVEMENTS FUNDS AVAILABLE: Wastewater CIP $3,900,000 FUNDS REQUIRED: Construction Estimate with contingency $2,499,600 Engineer Fees: Design Engineer (Urban Engineering) $244,020 Other Services (Testing, Survey, Laboratory) (Estimate) $78,000 Construction Observation Services (Estimate) $117,000 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance) $68,250 Engineering Services (Project Mgmt/Constr Mgmt/Land Acq Svcs) $126,750 Misc $19,500 TOTAL $3,153,120 PROJECT BUDGET BALANCE $746,880 PLANT LIFT STATION IMPROVEMENTS TELESCOPING VALVE REPLACEMENT REPLACEMENT SCUM BAFFLES Project Location PROJECT # E10043 LOCATION MAP NOT TO SCALE Allison Wastewater Treatment Plant Lift Station and Plant Improvements CITY COUNCIL EXHIBIT 401 CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS Ilf-- PAGE 1 OF 1 CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Executive Director of Public Works) and Urban Engineering, a Texas corporation, 2725 Swantner Drive, Corpus Christi, Nueces County, Texas 78404, (Architect/Engineer — A/E), hereby agree as follows: 1. SCOPE OF PROJECT Allison Wastewater Treatment Plant Lift Station and Plant Improvements (Project No. E10043) - The project provides for the design and construction of lift station pumps and piping replacement, new electrical control room, new emergency generator, disinfection equipment replacement, clarifier telescopic valve replacement, new dewatering drain line, east aeration discharge piping modifications, and pre- and post -thickener scum baffle replacement. 2. SCOPE OF SERVICES The A/E hereby agrees, at its own expense, to perform professional services necessary to review and prepare plans, specifications, and bid and contract documents. In addition, A/E will provide monthly status updates (project progress or delays, gantt charts presented with monthly invoices) and provide contract administration services, as described in Exhibit "A" and "A-1", to complete the project. Work will not begin on Additional Services until requested by the A/E (provide breakdown of costs, schedules), and written authorization is provided by the Executive Director of Public Works. A/E services will be "Services for Construction Projects"- (Basic Services for Construction Projects") which are shown and are in accordance with "Professional Engineering Services - A Guide to the Selection and Negotiation Process, 1993" a joint publication of the Consulting Engineer's Council of Texas and Texas Society of Professional Engineers. For purposes of this contract, certain services listed in this publication as Additional Services will be considered as Basic Services. 3. ORDER OF SERVICES The A/E agrees to begin work on those authorized Basic Services for this contract upon receipt of the Notice to Proceed from the Executive Director of Public Works. Work will not begin on any phase or any Additional Services until requested in writing by the A/E and written authorization is provided by the Executive Director of Public Works. The anticipated schedule of the preliminary phase, design phase, bid phase, and construction phase is shown on Exhibit "A". This schedule is not to be inclusive of all additional time that may be required for review by the City staff and may be amended by or with the concurrence of the Executive Director of Public Works. The Executive Director of Public Works may direct the A/E to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this Contract for Engineering (A/E) Services Page 1 of 3 K:\ENGINEERING DATAEXCHANGE\JENNIFER1WASTEWATER\E10043 ALLISON WWTP INFLUENT LIFT STATION EQUIPMENT & ELEC REPLACEMENT\CONTRACT\CONTRACT.DOC contract. A/E shall notify the City of Corpus Christi within three (3) days of notice if tasks requested requires an additional fee. 4. INDEMNITY AND INSURANCE A/E agrees to the mandatory contract indemnification and insurance requirements as set forth in Exhibit "B". 5. FEE The City will pay the A/E a fee, as described in Exhibit "A", for providing services authorized, a revised fee not to exceed $244,020.00 (Two Hundred Forty -Four Thousand Twenty Dollars and Zero Cents). Monthly invoices shall be submitted in accordance with Exhibit "C". 6. TERMINATION OF CONTRACT The City may, at any time, with or without cause, terminate this contract upon seven days written notice to the A/E at the address of record. In this event, the A/E will be compensated for its services on all stages authorized based upon A/E and City's estimate of the proportion of the total services actually completed at the time of termination. 7. LOCAL PARTICIPATION The City Council's stated policy is that City expenditures on contracts for professional services be of maximum benefit to the local economy. The A/E agrees that at least 75% of the work described herein will be performed by a labor force residing within the Corpus Christi Metropolitan Statistical Area (MSA). Additionally, no more than 25% of the work described herein will be performed by a labor force residing outside the Corpus Christi Metropolitan Statistical Area (MSA.) 8. ASSIGNABILITY The A/E will not assign, transfer or delegate any of its obligations or duties in this contract to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the A/E staff. If the A/E is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the A/E fee may be assigned in advance of receipt by the A/E without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 9. OWNERSHIP OF DOCUMENTS All documents including contract documents (plans and specifications), record drawings, contractor's field data, and submittal data will be the sole property of the City, may not be used again by the A/E without the express written consent of the Executive Director of Public Works. However, the A/E may use standard details that are not specific to this Contract for Engineering (A/E) Services Page 2 of 3 K:\ENGINEERING DATAEXCHANGE\JENNIFER1WASTEWATER\E10043 ALLISON WWTP INFLUENT LIFT STATION EQUIPMENT & ELEC REPLACEMENT\CONTRACT\CONTRACT.DOC project. The City agrees that any modification of the plans will be evidenced on the plans, and be signed and sealed by a professional engineer prior to re -use of modified plans. 10. DISCLOSURE OF INTEREST NE further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to complete, as part of this contract, the Disclosure of Interests form. CITY OF CORPUS CHRISTI URBAN ENGINEERING Natasha Fudge, P.E., Date James L. Urban, P.E., Date Acting Director, Capital Programs Principal 2725 Swantner Drive Corpus Christi, Texas 78404 RECOMMENDED (361) 854-3101 Office (361) 854-6001 Fax Operating Department Date APPROVED AS TO LEGAL FORM Assistant City Attorney Date for City Attorney APPROVED Office of Management Date and Budget ATTEST Rebecca Huerta, City Secretary Project No: E10043 Fund Source No: 550950-4252-00000-E10043 Fund Name: Wastewater 2013 CIP Encumbrance No: Contract for Engineering (A!E) Services Page 3 of 3 K:IENGINEERING DATAEXCHANGEUENNIFERIWASTEWATERIE10043 AWSON WWTP INFLUENT LIFT STATION EQUIPMENT & ELEC REPLACEMENTICONTRACTICONTRACT.DOC EXHIBIT "A" CITY OF CORPUS CHRISTI, TEXAS ALLISON WASTEWATER TREATMENT PLANT LIFT STATION AND PLANT IMPROVEMENTS PROJECT NO. E10043 I. SCOPE OF SERVICES A. BASIC SERVICES For the purpose of this contract, Preliminary Phase may include Schematic Design and Design Phase services may include Design Development as applicable to Architectural services. 1. Preliminary Phase. The Architect/Engineer-A/E (also referred to as Consultant) will: a) Prepare PowerPoint presentation in City format for City Council Meeting. b) Hold Project Kick-off Meeting. Prepare meeting agenda and distribute meeting meetings to attendees within five working days of the meeting. c) Request available reports, record drawings, utility maps and other information provided by the City pertaining to the project area. d) Coordinate with the City's Project Manager and identify operating departments potential project needs. e) Prepare preliminary opinions of probable construction costs for the recommended improvements. f) Prepare an Engineering Letter Report (20 — 25 page main -body text document with supporting appendices) that documents the analyses, approach, opinions of probable construction costs, or other applicable supporting documents required per City Plan Preparation Standards Contract Format (CPPSCF).Engineering Letter Report to include: 1. Provide a concise presentation of pertinent factors, sketches, designs and parameters which will or may impact the design, including engineering design basis, preliminary layout sketches, identification of quality and quantity of materials of construction, and other factors required for a professional design. 2. Include existing site photos. 3. Provide opinion of probable construction costs. 4. Provide anticipated index of drawings and specifications. g) Submit one (1) copy in an approved electronic format, and one (1) paper copy of the Draft Engineering Letter Report. h) Conduct Project review meeting with City staff to review and receive City comments on the Draft Engineering Letter Report as scheduled by City Project Manager. i) Assimilate all City review comments of the Draft Engineering Letter Report and provide one (1) set of the Final Engineering Letter Report (ELR) (electronic and hard copies using City Standards as applicable) suitable for reproduction. City staff will provide one set only of the following information (as applicable): a) Electronic index and database of City's record drawing and record information. b) Requested record drawings, record information in electronic format as available from City Engineering files. b) The preliminary budget, specifying the funds available for construction. c) A copy of existing studies and plans. (as available from City Engineering files). EXHIBIT "A" Page 1 of 6 Revised November 26, 2013 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WASTEWATER\E1 0043 ALLISON WWVP INFLUENT LIFT STATION EQUIPMENT & ELEC REPLACEMENT\CONTRACT\EXHIBIT A REVISED SCHEDULE.DOCX d) Field location of existing city utilities. (A/E to coordinate with City Operating Department) e) Applicable Master Plans and GIS mapping are available on the City's website. f) City Control survey Bench marks and coordinates. The records provided for A/E's use under this contract are proprietary, copyrighted, and authorized for use only by A/E, and only for the intended purpose of this project. Any unauthorized use or distribution of the records provided under this contract is strictly prohibited. 2. Desiqn Phase. Upon approval of the preliminary phase, designated by receiving authorization to proceed, the A/E will: a) Prepare construction documents in City standard format for the work identified in the approved ELR. Construction plans to include improvements or modifications to the wastewater treatment plant. Include standard City of Corpus Christi detail sheets as appropriate. b) Prepare construction plans in compliance with CPPSCF using English units on 11"x 17". c) Furnish one (1) set of the interim plans (60% submittal - electronic and hard copies using City Standards as applicable) to the City staff for review and approval purposes with estimates of probable construction costs. Identify distribution list for plans and bid documents to all affected franchise utilities. 1. Required with the interim plans is a "Plan Executive Summary, project checklist & drawing checklist" which will identify and summarize the project by distinguishing key elements and opinion of probable project costs. 2. Attend 60% submittal meeting with City Staff to assist staff in review of 60% submittal. d) Hold Project 60% review meeting. Prepare meeting agenda and distribute meeting meetings to attendees within five working days of the meeting. Assimilate all review comments, as appropriate and, upon Notice to Proceed. e) Provide one (1) set of the pre -final plans and bid documents (90% submittal - electronic and hard copy using City Standards as applicable) to the City staff for review and approval purposes with revised estimates of probable costs. Plan execution summary, project checklist and plan checklist. f) Hold Project 90% review meeting. Prepare meeting agenda and distribute meeting meetings to attendees within five working days of the meeting. Assimilate all review comments, and incorporate any requirements into the plans and specifications, and advise City of responding and non -responding participants as appropriate and, upon Notice to Proceed. g) Provide one (1) set of the final (100%) plans (unsealed and unstamped - electronic and full-size hard copy using City Standards as applicable) for City's final review. h) Assimilate all final review comments Upon approval by the Executive Director of Public Works, provide one (1) set of the final plans and contract documents (electronic and full-size hard copy using City Standards as applicable) suitable for reproduction. Said bid documents henceforth become the shared intellectual property of the City of Corpus Christi and the Consultant. The City agrees that any modifications of the submitted final plans (for other uses by the City) will be evidenced on the plans and be signed and sealed by a professional engineer prior to re -use of modified plans. EXHIBIT "A" Page 2 of 6 Revised November 26, 2013 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WASTEWATER\E1 0043 ALLISON WWVP INFLUENT LIFT STATION EQUIPMENT & ELEC REPLACEMENT\CONTRACT\EXHIBIT A REVISED SCHEDULE.DOCX i) Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that all submittals of the interim, pre -final (if required), and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City. Additional revisions or design submittals are required (and within the scope of Consultant's duties under this contract) if, in the opinion of the City Engineer or designee, Consultant has not adequately addressed City - provided review comments or provided submittals in accordance with City standards.. j) Prepare and submit Monthly Status Reports to the Project Manager no later than the last Wednesday of each month with action items developed from monthly progress and review meetings. See Exhibit "A-2" for required form. The City staff will: a) Designate an individual to have responsibility, authority, and control for coordinating activities for the construction contract awarded. b) Provide the budget for the Project specifying the funds available for the construction contract. c) Provide electronic copy the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. 3. Bid Phase. The A/E will: a) Prepare draft Authorization to Advertise (ATA). b) Participate in the pre-bid conference and provide a meeting agenda for critical construction activities and elements impacted the project. c) Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. d) Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format, for the Capital Programs' approval, any addenda or other revisions necessary to inform contractors of approved changes prior to bidding. e) Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. f) In the event the lowest responsible bidder's bid exceeds the project budget as revised by the Capital Programs in accordance with the A/E's design phase estimate required above, the Engineer will, at its expense, confer with City staff and make such revisions to the bid documents as the City staff deems necessary to re -advertise that particular portion of the Project for bids. g) Prepare Agenda Memoranda and PowerPoint presentation in City format for City Council Meeting. The City staff will: a) Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. b) Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of the A/E) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. c) Receive the Engineer's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. EXHIBIT "A" Page 3 of 6 Revised November 26, 2013 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WASTEWATER\E1 0043 ALLISON WWVP INFLUENT LIFT STATION EQUIPMENT & ELEC REPLACEMENT\CONTRACT\EXHIBIT A REVISED SCHEDULE.DOCX d) Prepare, review and provide copies of the contract for execution between the City and the contractor. 4. Construction Administration Phase. The A/E will perform contract administration to include the following: a) Participate in pre -construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b) Review, Contractor submittals and operating and maintenance manuals for conformance to contract documents. c) Review and interpret field and laboratory tests. d) Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. e) Make regular visits to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This will not be confused with the project representative observation or continuous monitoring of the progress of construction. f) Prepare change orders as authorized by the City; provide interpretations and clarifications of the plans and specifications for the contractor and authorize minor changes which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. g) Review, evaluate and recommend for City consideration Contractor Value Engineering proposal. h) Attend final inspection with City staff, provide punch list items to the City's Construction Engineers for contractor completion, and provide the City with a Certificate of Completion for the project upon successful completion of the project. i) Review Contractor -provided construction "red -line" drawings. Prepare Project record drawings and provide a reproducible set and electronic file (AutoCAD r.14 or later) within two (2) months of final acceptance of the project. All drawings shall be CADD drawn using dwg format in AutoCAD, and graphics data will be in dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. The City staff will: a) Prepare applications/estimates for payments to contractor. b) Conduct the final acceptance inspection with the Engineer. B. ADDITIONAL SERVICES This section defines the scope of additional services that may only be included as part of this contract if authorized by the Executive Director of Public Works. A/E may not begin work on any services under this section without specific written authorization by the Executive Director of Public Works. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Executive Director of Public Works as required. The A/E shall, with written authorization by the Executive Director of Public Works, perform the following: 1. Construction Observation Services. To Be Determined. EXHIBIT "A" Page 4of6 Revised November 26, 2013 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WASTEWATER\E1 0043 ALLISON WWVP INFLUENT LIFT STATION EQUIPMENT & ELEC REPLACEMENT\CONTRACT\EXHIBIT A REVISED SCHEDULE.DOCX 2. Start-up Services. Provide on-site services and verification for all start-up procedures during actual startup of major Project components (pumps, emergency generator, switchgear, motor control centers), systems, and related appurtenances if needed and required. 3. Warranty Phase. Provide a maintenance guaranty inspection toward the end of the one-year period after acceptance of the Project. Note defects requiring contractor action to maintain, repair, fix, restore, patch, or replace improvement under the maintenance guaranty terms of the contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action, with its recommendation for the method or action to best correct defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty (60) days prior to the end of the maintenance guaranty period. Provide the services above authorized in addition to those items shown on Exhibit "A-1" Task List, which provides supplemental description to Exhibit "A". Note: The Exhibit "A-1" Task List does not supersede Exhibit "A". II. SCHEDULE Date Activity NTP 5 Weeks from NTP Draft ELR Submittal 8 Weeks from NTP City Review 10 Weeks from NTP Final ELR Submittal 18 Weeks from NTP 60% Submittal 21 Weeks from NTP City Review 29 Weeks from NTP 90% Design Submittal 32 Weeks from NTP City Review 34 Weeks from NTP 100% Final Submittal 37 Weeks from NTP Advertise for Bids 38 Weeks from NTP Pre -Bid Conference 41 Weeks from NTP Receive Bids 48 Weeks from NTP Contract Award Construction NTP 340 calendar days from Construction NTP Complete Construction III. FEES A. Fee for Basic Services. The City will pay the A/E a fixed fee for providing for all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1-4 above, and for all expenses incurred in performing these services. The fee for this project is subject to the availability of funds. The Engineer may be directed to suspend work pending receipt and appropriation of funds. For services provided, A/E will submit monthly statements for services rendered. The statement will be based upon A/E's estimate (and with EXHIBIT "A" Page 5 of 6 Revised November 26, 2013 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WASTEWATER\E10043ALLISON WWVP INFLUENT LIFT STATION EQUIPMENT & ELEC REPLACEMENT\CONTRACT\EXHIBIT A REVISED SCHEDULE2.DOCX City's concurrence) of the proportion of the total services actually completed at the time of billing. City will make prompt monthly payments in response to A/E's monthly statements. B. Fee for Additional Services. For services authorized by the Executive Director of Public Works under Section I.B. "Additional Services," the City will pay the A/E a not -to -exceed fee as per the table below: Summary of Fees Fee for Basic Services 1. Preliminary Phase $35,000 2. Design Phase $150,000 3. Bid Phase $8,600 4. Construction Phase $38,300 Subtotal Basic Services Fees 231,900 Fee for Additional Services (Allowance) 1. Permit Preparation (as applicable) 0 2. ROW Acquisition Survey 0 3. Topographic Survey\Field Investigation 0 4. Construction Observation Services 0 6. Start-up Services 8,000 7. Warranty Phase 4,120 Sub -Total Additional Services 12,120 Total Authorized Fee $244,020 *Additional Services which are requested to be authorized in coordination with the notice to proceed for Basic Services. EXHIBIT "A" Page 6 of 6 Revised November 26, 2013 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WASTEWATER\E1 0043 ALLISON WWVP INFLUENT LIFT STATION EQUIPMENT & ELEC REPLACEMENT\CONTRACT\EXHIBIT A REVISED SCHEDULE.DOCX EXHIBIT "A-1" TASK LIST CITY OF CORPUS CHRISTI, TEXAS (Provides supplemental description to Exhibit "A". Exhibit "A-1" Task List does not supersede Exhibit "A") ALLISON WASTEWATER TREATMENT PLANT LIFT STATION AND PLANT IMPROVEMENTS PROJECT NO. E10043 1 Meet with City staff to identify project goals, timetables, and review existing project issues, for project implementation. 2. Develop an inventory of existing conditions and perform the required field investigations to define specific areas of concern. 3. Attend and participate in planning meetings (2 meetings) with City staff to discuss planning and conceptual design. Gather information and perform close coordination with Utilities Department staff. 4. Prepare evaluation with detailed scope of issues to be addressed and preliminary estimate of probable construction costs and make recommendation/review with City staff. 5. Develop design plans to the City's format and specification documents incorporating all issues with relevant solutions and identifying to the best of the Engineer's knowledge all potential conflicts and offer solutions. 6. Provide project control and quality review of senior staff to ensure project quality and completeness. 7 Develop project cost estimate, provide all submittals to the City and meet with staff to review draft submittals and final plans and make City requested amendments. 8. Prepare addenda, attend bid opening, review bids and provide recommendation to City. 9. Attend pre -construction meeting, review contract documents and respond to Contractor's questions. 10. Provide project administration services during construction (periodic visits to the project site) to insure compliance of Contractor with plans and specifications and, upon completion, make final inspections as well as an inspection after one year of completion for project warranty requirement. 11. Provide monthly status reports of progress to the City. EXHIBIT "A-1" Page 1 of 1 EXHIBIT "B" MANDATORY INSURANCE REQUIREMENTS & INDEMNIFICATION FOR A/E PROFESSIONAL SERVICES/CONSULTANT SERVICES (Revised October 2010) A. Consultant must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. The Consultant must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Consultant must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following minimum coverages by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for all liability policies, 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 or material change required on all certificates Bodily Injury & Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors $1,000,000 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY to included 1. Owned vehicles 2.. Hired — Non -owned vehicles $1,000,000 COMBINED SINGLE LIMIT PROFESSIONAL LIABILITY including: Coverage provided shall cover all employees, officers, directors and agents 1. Errors and Omissions $1,000,000 per claim / $2,000,000 aggregate (Defense costs not included in face value of the policy) If claims made policy, retro date must be prior to inception of agreement; have extended reporting period provisions and identify any limitations regarding who is an Insured WORKERS' COMPENSATION EMPLOYERS' LIABILITY Which Complies with the Texas Workers Compensation Act 500,000/500,000/500,000 K:\Engineering DataExchange\JENNIFER\FORMS\Exhibit B for Large - Insurance & Indemnification.docx EXHIBIT "B" Page 1 of 3 C. In the event of accidents of any kind, Consultant must furnish the Risk Manager with copies of all reports within (10) ten days of accident. D. Consultant 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. E. Consultant's financial integrity is of interest to the City; therefore, subject to Successful Consultant's right to maintain reasonable deductibles in such amounts as are approved by the City, Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant'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. F. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Consultant shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant 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 Fax: (361) 826-4555 G. Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: i. Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation and professional liability policies; ii. 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; iii. Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and iv. 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. EXHIBIT "B" Page 2 of 3 K:\Engineering DataExchange\JENNIFER\FORMS\Exhibit B for Large - Insurance & Indemnification.docx H. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, Successful Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant'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. I. In addition to any other remedies the City may have upon Consultant'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 Consultant to stop work hereunder, and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. J. Nothing herein contained shall be construed as limiting in any way the extent to which Successful Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of the work covered under this agreement. K. It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. L. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. INDEMNIFICATION AND HOLD HARMLESS Consultant shall indemnify, save harmless and defend the City of Corpus Christi, and its agents, servants, and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and attorneys' fees, for or on account of any injury to any person, or any death at any time resulting from such injury, or any damage to any property, which may arise or which may be alleged to have arisen out of or in connection with the negligent performance of Consultant's services covered by this contract. The foregoing indemnity shall apply except if such injury, death or damage is caused by the sole or concurrent negligence of the City of Corpus Christi, its agents, servants, or employees or any other person indemnified hereunder. EXHIBIT "B" Page 3 of 3 K:\Engineering DataExchange\JENNIFER\FORMS\Exhibit B for Large - Insurance & Indemnification.docx Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey 0 & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date: Sample form for: Payment Request Revised 07/27/00 Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract invoiced Invoice Invoice Complete $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% 2,000 1,000 0 3,000 1,000 500 1,500 50% 500 0 250 750 0 0 0 0% 2,500 0 1,000 3,500 0 0 0 0% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% $21000 $0 $0 $2,000 $500 $0 $500 25% 0 1,120 0 1,120 0 0 0 0% 0 0 1,627 1,627 0 0 0 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% $6,000 $1.000 $1,250 $8,250 $750 $1,500 $2,500 30% 2,000 1,120 1,627 4,747 500 0 500 1196 $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 2396 �SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION City of Corpus Chnsti CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with `NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: URBAN ENGINEERING P. O. BOX: N/A STREET ADDRESS: 2725 SWANTNER DR. FIRM IS: 1. Corporation 4. Association e CORPUS CITY: CHRISTI ZIP: 78404 2. Partnership ✓ 3. Sole Owner ❑ 5. Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "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 WA(AC 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 N 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: �..,� LII'4yTitle: T3?JCfrilet- (Type or Print) Signature of Certifying Person: DEFINITIONS Date: a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." "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. g. ce Corpus Chrrsti Capital Programs Allison Wastewater Treatment Plant Lift Station and Plant Improvements Council Presentation December 9, 2014 Project Scope 1 at" Corpus Chr'sti Capital Programs PLANT LIFT STATION IMPROVEMENTS REPLACEMENT SCUM BAFFLES Project Location PROJECT #: E10043 Project Schedule Corpus Chr'sti Capital Programs 2014 2015 2016 Dec Jan Feb Mar Apr May Jun Jul Design Aug Sep Oct Nov Bid & Award Dec Jan Feb Mar Apr May Jun Jul Aug Sep Nov Construction Project Estimate: 690 Calendar Days N 23 Months Projected Schedule reflects City Council award in December 2014 with anticipated construction completion in November 2016. Reimbursements.................................................................................... $214,500 TOTAL $3,153,120 Project Budget Corpus Chr'sti Capital Programs FUNDS AVAILABLE: WastewaterCIP ................................................................ FUNDS REQUIRED: Construction Estimate with contingency........................................................ Engineer Fees: Design Engineer (Urban Engineering).......................................................... Other Services (Testing, Survey, Laboratory) (Estimate)................................... Construction Observation Services (Estimate)............................................... $3,900,000 $2,499,600 $244,020 $78,000 $117,000 PROJECT BUDGET BALANCE $746,880 AGENDA MEMORANDUM Future item for the City Council Meeting of December 9, 2014 Action item for the City Council Meeting of December 16, 2014 DATE: November 18, 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: Andy Leal Jr., P. E., Interim Director of Street Operations andyl@cctexas.com (361) 826-1957 Engineering Design Amendment No. 1 ID/IQ TXDOT Participation Projects — Task Order No. 4 — SH286 Water Lines and Valves Adjustments Motion authorizing the City Manager, or designee, to execute Amendment No. 1 with RVE, Inc. of Corpus Christi, Texas in the amount of $10,015.00 for a restated fee of $59,875.00 for the Indefinite Delivery/Indefinite Quantity (ID/IQ) TXDOT Participation Projects — Task Order No. 4 — SH286 Water Lines and Valves Adjustments. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute Amendment No. 1 with RVE, Inc. for the ID/IQ TXDOT Participation Projects — Task Order No.4 - SH286 Water Lines and Valves Adjustments. BACKGROUND AND FINDINGS: The Texas Department of Transportation (TxDOT) has an ongoing construction project on State Highway (SH) 286 at the northeast corner with County Road (CR) 43. As part of this construction, the City is required to relocate City -owned utilities that are currently located within TxDOT right-of-way and conflict with TxDOTs proposed improvements. During the City's construction to relocate these utilities it was determined that additional waterline re -alignment was required. K:\ENGINEERING\LEGISTAR\3 - DECEMBER 9\TXDOT TASK 4\AGENDA MEMO TXDOT TASK 4.DOCX Contract Amendment No. 1 includes the Design Phase and Construction Phase services necessary to directionally drill 460± linear feet of 4 -inch diameter high density polyethylene (HDPE) encasement pipe for 470± linear feet of 2" dia. HDPE water service located at SH286. ALTERNATIVES: 1. Authorize execution of Amendment No. 1. 2. Do not authorize execution of Amendment No. 1. (Not Recommended) OTHER CONSIDERATIONS: RVE, Inc. of Corpus Christi, Texas was selected for this project as a result of RFQ No. 2011-05 Professional Services for Department of Engineering Services, dated November 14, 2011. Construction observation is not included in this contract amendment and is being performed by others. CONFORMITY TO CITY POLICY: This contract amendment complies to City policy regarding Professional Service Contracts. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Street Department FINANCIAL IMPACT. Fiscal Year 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget $49,860.00 $2,450,140.00 $0.00 $2,500,000.00 Encumbered / Expended Amount $49,860.00 $0.00 $0.00 $49,860.00 This item $0.00 $10,015.00 $0.00 $10,015.00 Future Anticipated Expenditures This Project $0.00 $305,232.30 $0.00 $305,232.30 BALANCE $0.00 $2,134,892.70 $0.00 $2,134,892.70 Fund(s): Comments: RECOMMENDATION: City staff recommends Amendment No. 1 be awarded to RVE, Inc. of Corpus Christi, Texas in the amount of $10,015.00 for a restated fee of $59,875.00 for the ID/IQ TXDOT Participation Projects — Task Order No. 4 — SH286 Water Lines and Valves Adjustments. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Amendment K:\ENGINEERING\LEGISTAR\3 - DECEMBER 9\TXDOT TASK 4\AGENDA MEMO TXDOT TASK 4.DOCX PROJECT BUDGET ID/IQ TxDOT Participation - Task Order No. 4 SH 286 WATER LINES AND VALVES ADJUSTMENTS Project No. E13066 Future Agenda December 9, 2014 Action Agenda December 16, 2014 FUNDS AVAILABLE: Water CIP $2,500,000.00 FUNDS REQUIRED: Construction (Jhabores Construction Company, Inc.) Base Bid $257,871.00 Contingencies (10%) 25,787.10 Engineering Fees: Design Engineer (RVE, Inc.) * 49,860.00 Design Engineer (RVE, Inc.) Amendment No. 1 10,115.00 Construction Materials Testing 5,157.42 Reimbursements: Contract Administration (Contract Preparation/Award/Admin) 7,091.45 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt) 9,025.49 Construction Observation Services 9,025.49 Misc. (Printing, Advertising, etc.) 1,289.36 TOTAL $375,222.31 **BALANCE $2,124,777.69 * Design Contract awarded on July 22, 2013 to RVE, Inc. (administrative approval). Construction Observation Services is not included in Design Contract. ** The remaining funds will be used to support relocation of City -owned utilities on future TxDot projects. CITY OF CORPUS CHRISTI AMENDMENT NO. 1 CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, Texas hereinafter called "City", and RVE, Inc. hereinafter called "Engineer", agree to the following amendments to the Contract for Engineering Services for ID/IQ TXDOT Participation Projects — Task Order No. 4 — SH286 Water Lines and Valves Adjustments (Project No. E13066), as authorized and administratively amended by: Original Contract July 22, 2013 Administrative Approval $49,860.00 In the Original Contract, Exhibit "A", Basic Services, shall be amended to include additional Item No. 2. Design Phase and Item No. 4 Construction Phase as set forth in the attached AMD No. 1 Exhibit "A". In the Original Contract, Exhibit "A", Summary of Fees shall be modified and is attached as AMD No. 1 Exhibit "A" for a fee not to exceed $10,015.00 (Ten Thousand Fifteen Dollars and Zero Cents), for a total restated fee not to exceed $59,875.00 (Fifty Nine Thousand Eight Hundred Seventy Five Dollars and Zero Cents). Monthly invoices will be submitted in accordance with Exhibit "B". All other terms and conditions of the July 22, 2013 contract between the City and Engineer, and of any amendments to that contract, which are not specifically addressed herein shall remain in full force and effect. CITY OF CORPUS CHRISTI RVE, C Natasha Fudge, P. E. (Date) Patrick eteto, P.E. (Date) Acting Director of Capital Programs President 820 Buffalo Street Corpus Christi, TX 78401 RECOMMENDED (361) 887-8851 Office (361) 887-8855 Fax Operating Department (Date) APPROVED AS TO LEGAL FORM Legal Department (Date) K'ENGINEERING DATAEXCHANGEIANGIEMITXDOT\E13066 1010 TXDOT PARTVAMD 1 RVEIAMD1 DOC AMD. NO. 1 Page 1 of 2 APPROVED Office of Management (Date) and Budget ATTEST Rebecca Huerta, City Secretary Project No. E13066 Accounting Unit: 4091-041 Account: 550950 Activity:E13066014091 EXP Account Category: 50950 Fund Name: Water CIP 2012B Revenue Bonds Encumbrance No. KIENGINEERING DATAEXCHANGEIANGIENATXDOTIE13066 IDIQ TXDOT PAR IIAMD 1 RVE1AM01.DOC AMD. NO. 1 Page 2 of 2 RVE, Inc. engineering - surveying City of Corpus Christi Engineering Services P. O. Box 9277 Corpus Christi, Texas 78469-9277 Attn: Ms. Natasha Fudge, P.E. July 15, 2014 7-13042 Re: Task Order No. 4 — SH 286 Water Lines and Valves Adjustments - Project No. E13066 Contract Amendment No. 1— Additional Engineering Services for 2" Water Service Dear Ms. Fudge: As requested, we are submitting Contract Amendment No. 1 to our Task Order No. 4 — SH 286 Water Lines and Valves Adjustments A/E Contract to authorize additional engineering services related to the construction of the additional 2" water service on the Project. The need for the additional water service was discovered during construction of the Project. Contract Amendment No. 1 covers design and construction administration services necessary for the installation of the water service. All engineering efforts and construction efforts associated with this contract amendment have been completed. The Contract Amendment No. 1 documents are attached. If you have any questions, or need any additional information, please do not hesitate to call. DSJ/dcr Attachments cc: File Sincerely, RVE, Inc. D. Scott Jones, P. Civil Group Man ger TBPE Firm Reg. No. F-2037 / TBPLS Firm Reg. No. 10016600 820 Buffalo St., Corpus Christi, Texas 78401-2216 P.Q. Box 2927, Corpus Christi, Texas 78403-2927 phone: 361.887.8851 fax: 361.887.8855 e-mail: rve©rve-inc.com website: www.rve-inc.com AMD. NO. 1 EXHIBIT "A" Page 1 of 2 ID/IQ TXDOT Participation Projects - Task Order No. 4 - SH286 Water Lines and Valves Adjustments Summary of Fees BASIC SERVICES 1 Preliminary Phase 2 3 Design Phase Bid Phase 4 Construction Phase Subtotal Basic Services ADDITIONAL SERVICES (Allowance) 1 Utility Locations 2 Hydro -Excavation Subtotal Additional Services TOTAL FEE Project No. Project No. ORIGINAL CONTRACT AMD NO 1 $0.00 $0.00 27,530.00 4,025.00 4,085.00 0.00 8,600.00 5,990.00 40,215.00 10,015.00 7,545.00 0.00 2,100.00 0.00 9,645.00 0.00 $49,860.00 $10,015.00 07/22/13 Administrative Approval TOTAL $0.00 31,555.00 4,085.00 14,590.00 50,230.00 7,545.00 2,100.00 9,645.00 $59,875.00 AMD. NO. 1 EXHIBIT "A" Page 2 of 2 Exhibit B Mandatory Requirements (Revised August, 2008) INDEMNIFICATION AND HOLD HARMLESS Consultant agrees to indemnify, save harmless and defend the City of Corpus Christi, and its agents, servants, and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and attorneys' fees, for or on account of any injury to any person, or any death at any time resulting from such injury, or any damage to any property, which may arise or which may be alleged to have arisen out of or in connection with the work covered by this contract. The foregoing indemnity shall apply except if such injury, death or damage is caused by the sole or concurrent negligence of the City of Corpus Christi, its agents, servants, or employees or any other person indemnified hereunder. AMD. NO. 1 EXHIBIT "B" Page 1 of 1 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey 0 & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date: Sample form for: Payment Request Revised 07/27/00 Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% 2,000 1,000 0 3,000 1,000 500 1,500 50% 500 0 250 750 0 0 0 0% 2,500 0 1,000 3,500 0 0 0 0% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% $2,000 $0 $0 $2,000 $500 $0 $500 25% 0 1,120 0 1,120 0 0 0 0% 0 0 1,627 1,627 0 0 0 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% 2,000 1,120 1,627 4,747 500 0 500 11% $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% SUPPLLBR NUMBER 10BB rry PURQASIGNED BYO SDIVISION N City ofCITY OF CORPUS CHRISTI COMIS DISCLOSURE OF INTEREST Christi City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: RVE, Inc. P.O. BOX: STREET ADDRESS: 820 Buffalo Street CITY: Corpus Christi ZIP: 78401 FIRM IS: 1. Corporation 4. Association 2. Partnership 5. Other 3. Sole Owner 0 DISCLOSURE QUESTION If additional space is necessary, please use the reverse side of this page or tach separate sheet; 1. State the names of each "employee" of the CityChriof Corpus Mist' athaving an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) N/A 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 N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or mare of the ownership in the above named "firm." Name Board, Commission or Committee NIA 4. State the names of each employee ee or officer of a "consultant" for the City of Corpus Christi who worked on anymatter related the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A 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: Patrick D. Veteto, (Type or Prtnt) Signature of Certifying Person: .E. Title: President JuJ DEFINITIONS Date: a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi. Texas either on a full or part- time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held. in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." "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. g. Project Location PROJECT # E13066 LOCATION MAP NOT TO SCALE ID/IQ TxDOT Participation Projects - Task Order No. 4 - Water Lines and Valves Adjustments CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS !'! PAGE 1OF1 (ft Corpus Chr sti Capital Programs ID/IQ TxDOT Participation - Task Order No. 4 - SH 286 Water Lines and Valve Adjustments Council Presentation December 9, 2014 Project Scope Corpus Chr sti Capital Programs Scope includes: • Relocation of City water line required to accommodate TxDOT SH 286 construction • Water service located approx. 850 linear feet north of Oso Creek • Additional water service conflict discovered during construction Project Schedule Corpus Chr sti Capital Programs 2014 Feb Mar Apr May Jun Jul Aug Sept Design Bid Construction Project Estimate: 240 Calendar Days 8 Months Project Budget Corpus Chr sti Capital Programs FUNDS AVAILABLE: FUNDS REQUIRED: Construction (Jhabores Construction Company, Inc.) Base Bid$257,871.00 Contingencies(10%)............... ...... 25,787.10 Engineering Fees: Design Engineer (RVE, Inc.)*49,860.00 Design Engineer (RVE, Inc.) Amendment No. 1 10,115.00 Construction Materials Testing. 5,157.42 Reimbursements 26,431.79 TOTAL $375,222.31 **BALANCE $2,124,777.69 * Consultant Design Contract awarded on July 22, 2013 to RVE, Inc. (administrative approval). Construction Observation Services is not included in Consultant Design Contract. ** The remaining funds will be used to support relocation of City -owned utilities on future TxDot projects. AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: TO: November 6, 2014 Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P.E., Interim Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 Mark Van Vleck, P.E., Executive Director, Utilities MarkVV@cctexas.com (361) 826-1874 Engineering Construction Contract Old Broadway Wastewater Treatment Plant Decommissioning Trickling Filter Media Removal CAPTION: Motion authorizing the City Manager or designee to execute a construction contract with J.S. Haren Company of Athens, Tennessee in the amount of $1,024,000 for the Old Broadway Wastewater Treatment Plant Decommissioning Trickling Filter Media Removal Re -bid for the Base Bid. PURPOSE: The purpose of this agenda item is to obtain authority to execute a construction contract for the Old Broadway Wastewater Treatment Plant Decommissioning Trickling Filter Media Removal Re -bid for the Base Bid. BACKGROUND AND FINDINGS: Freese and Nichols, Inc. (FNI), the Consultant Engineer, accomplished a Technical Memorandum for the Old Broadway Wastewater Treatment Plant (WWTP) Decommissioning Project (E12159). In this memorandum, FNI recommended construction and decommissioning steps that would require removal of trickling filter and solids media from the Old Broadway WWTP. These steps are necessary in order to continue with the plant decommissioning process that includes site sampling of soils and the interior of structures. Subsequently, the Texas Commission on Environmental Quality (TCEQ) will provide approval through the closure plan of decommissioning the Old Broadway WWTP. FNI prepared the bidding documents and originally bid the project in April 2014. However, in the first bid opening for the Old Broadway WWTP Decommissioning Project, only one bidder submitted and the amount was approximately one million dollars higher than the engineer's opinion of probable construction cost (OPCC). Then, the following modifications were made to the project in an attempt to simplify the scope of construction work and to entice more competition from local Corpus Christi contractors. • Removal of the recirculation pumping scope; • Modify project scope of work to include only media removal and decommissioning of the following structures: ✓ Standard Rate Trickling Filters No. 1-4 ✓ High Rate Trickling Filters No. 1-2 ✓ Return Flows Reconditioner • Modify the title of the project to "Broadway WWTP Trickling Filter Media Removal"; and, • Modify the 01 35 00 Special Procedures and 02 41 01 Basin Decommissioning specifications to allow demolition of a portion of the side walls for easier access of equipment in/out of structures. After incorporating these design changes, the project was re -bid on September 10, 2014. Although many local and state contractors were notified by FNI about the project during bid phase, only one bidder submitted during this time in the amount of $1,024,000. FNI recommended that the City of Corpus Christi award the contract to the responsible bidder, J.S. Haren Company. This construction contract will be the first phase of Old Broadway WWTP Decommissioning. Future work will include site sampling and closure of the Old Broadway WWTP through TCEQ. Potential additional future work includes demo of the remaining facilities, site grading, and aesthetic improvements to "blend in as a "good neighbor" within the locale. Upon completion of the demolition of the existing plant it will be available for economic purposes or future new plant expansion. The Contractor, J.S. Haren Company, will perform work necessary to remove all filter media, grit, and debris in the trickling filters and return flows reconditioner and grit removal wetwell at the Old Broadway Wastewater Treatment Plant. Measures will be in place to minimize the development of odors. Work shall include: • Installation of odor monitors at designated locations around treatment site to monitor odor levels throughout the project; • Rental and installation/maintenance of Odor Remediation Fans around each trickling filter during media removal; • Equipment removal, rock media removal, basin cleaning, and dewatering of the four (4) standard rate trickling filters and two (2) high rate trickling filters as well as their respective distribution boxes (2); • Grit and debris removal, basin cleaning, and dewatering of return flows reconditioner and grit removal wetwell; and • Removal and loading of headworks bar screen and two (2) grit screws for salvage and transport by CITY. On September 10, 2014, the City received a proposal from one (1) bidder and the respective bid is as follows: Contractor Base Bid J.S. Haren Company Athens, TN $1,024,000.00 FNI conducted a bid analysis of the proposal the City received. The Engineer's Opinion of Probable Construction Cost (OPCC) is $916,000. This bid was approximately one hundred thousand dollars higher than the engineer's OPCC. FNI recommended that the City of Corpus Christi award the contract to J.S. Haren Company despite the bid amount being higher than the estimate. FNI attributes the increased bid amount to a non-competitive bid environment for the media removal project. ALTERNATIVES: 1. Authorize the execution of the construction contract. 2. Do not authorize the execution of the construction contract. (Not Recommended) OTHER CONSIDERATIONS: In November 2012, the City awarded FNI a professional services contract for $590,887 to decommission the Old Broadway Wastewater Treatment Plant in accordance with TECQ requirements before it is converted to other uses. That contract includes several initiatives: (1) Wastewater Treatment Plant Closure Plan; (2) Site Investigation for Closure; (3) Final Closure Report; (4) Odor Mitigation Contract; (5) Decommissioning Letter Report; and (6) Additional Services. The design efforts associated with this construction is within (4) Odor Mitigation Contract ($224,728) which includes a detailed technical memorandum, preparation of design documents and bidding documents for this project as well as general representative during the construction phase. The first bid opening in April for the Broadway WWTP Decommissioning Project only received one proposal with an amount approximately one million dollars higher than the engineer's OPCC. The Capital Programs Department rejected that bid, and the project was re -bid on September 10, 2014 with some modifications in the scope of work. The design engineer contacted more than fifteen contactors during the bidding phase to increase project interest. However, only one bid was received on September 10, 2014. After reviewing the qualifications submitted in accordance with the contract documents, FNI concluded that J.S. Haren Company has the experience and resources to complete the project. CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue ®Capital ❑ Not applicable Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget $640,837.00 $3,966,163.00 $4,500,000.00 $9,107,000.00 Encumbered / Expended Amount $640,837.00 $640,837.00 This Item $1,024,000.00 $1,024,000.00 Future Anticipated Expenditures This Project $2,942,163.00 $2,287,237.00 $5,229,400.00 BALANCE $0.00 $0.00 $2,212,763.00 $2,212,763.00 Fund(s): Wastewater CIP #18 Comments: This project requires approximately 365 calendar days with anticipated completion December 2015. The construction contract will result in the expenditure of an amount not to exceed $1,024,000. RECOMMENDATION: City Staff recommends approval of the construction contract with J.S. Haren Company of Athens, Tennessee in the amount of $1,024,000 for the Old Broadway Wastewater Treatment Plant Decommissioning Trickling Filter Media Removal Re -bid for the Base Bid. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation PROJECT BUDGET Old Broadway Wastewater Treatment Plant Decommissioning Trickling Filter Media Removal FUNDS AVAILABLE: Wastewater CIP $9,107,000.00 FUNDS REQUIRED: Construction Contract (J.S. Haren Company) (THIS ITEM) 1,024,000 Contingency (10%) 102,400 Construction Cost of Future Work (Estimate) 5,000,000 Enqineer Fees: *Engineer (Freese and Nichols, Inc.) 590,887 **Engineer (Govind Development, LLC) 49,950 Construction Observation Services Estimate (City) 50,000 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance) 20,000 Engineering Services (Project Mgmt/Constr Mgt/Traffic Mgt) 45,000 Miscellaneous 12,000 TOTAL 6,894,237 ESTIMATED PROJECT BUDGET BALANCE $2,212,763 *Freese and Nichols, Inc. contract approved by City Council on December 11, 2012 by Motion No. M2012-198 The design efforts associated with tis construction is within Odor Mitigation Contract ($224,728), one of the tasks from the original contract. **Govind Development, LLC contract administratively approved on May 15, 2013 • 4, oak.* / 1t #664111° ',MASIFalinimIlli-ilimeigill .111Pullitilm wok*wamitimmmormipirs' "1 IIIIMPRIEW •1000111SWRIP4*IMO OSSCIAL Project Location PROJECT # E12159 LOCATION MAP NOT TO SCALE Old Broadway Wastewater Treatment Plant Decommissioning Trickling Filter Media Removal CITY COUNCIL EXHIBIT ookikk CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 1 OF 1 Corpus Chr sti Capital Programs Old Broadway Wastewater Treatment Plant Decommissioning Trickling Filter Media Removal Council Presentation December 9, 2014 Project Scope Corpus Chr'sti Capital Programs Project Schedule Corpus Chr'sti Capital Programs 2014 2015 Aug Sep Oct Nov Dec Bid & Award Jan Fe b Mar Apr May Jun Jul Aug Sep Oct Nov Dec Construction Construction Estimate: 365 Calendar Days N 1 Year Projected Schedule reflects City Council award of construction in December 2014 with anticipated construction completion by December 2015. 77,000 6,894,237 Project Budget Corpus Chr'sti Capital Programs FUNDS AVAILABLE: Wastewater CIP $9,107,000.00 FUNDS REQUIRED: Construction Contract (J.S. Haren Company) (THIS ITEM) 1,024,000 Contingency (10%) 102,400 Construction Cost of Future Work (Estimate) 5,000,000 Engineer Fees: *Engineer (Freese and Nichols, Inc.) 590,887 **Engineer (Govind Development, LLC) 49,950 Construction Observation Services Estimate (City) 50,000 Reimbursements: TOTAL ESTIMATED PROJECT BUDGET BALANCE $2,212,763 *Freese and Nichols, Inc. contract approved by City Council on December 11, 2012 by Motion No. M2012-198 The design efforts associated with tis construction is within Odor Mitigation Contract ($224,728), one of the tasks from the original contract. **Govind Development, LLC contract administratively approved on May 15, 2013 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: November 7, 2014 TO: Ronald L. Olson, City Manager THROUGH: Gustavo Gonzalez, P.E., ACM of Public Works and Utilities FROM: Mark Van Vleck, P.E., Executive Director of Utilities Markvv@cctexas.com 826-1874 Approving an Amendment and Extension to the Agreement with Valero Refining — Texas, L.P. for recycled water CAPTION: Motion authorizing the City manager or designee to execute an Amendment and Extension to the Agreement for Exclusive Reservation of Recycled Water with Valero Refining — Texas, L.P. (Valero) for 4 million gallons per day (mgd). PURPOSE: To obtain Council's review and approval for the Amendment and Extension to the Agreement for Exclusive Reservation of recycled water with Valero Refining. BACKGROUND AND FINDINGS: In 2013, Valero expressed an interest in exploring the possibility of receiving and using the City's recycled water for cooling tower and other industrial use applications at both of its local Refineries doing business as the Valero Corpus Christi West Refinery and the Valero Corpus Christi East Refinery. On December 17, 2013, the City of Corpus Christi and Valero Refining -Texas, L.P., entered into an Agreement for Exclusive Reservation of Recycled Water, with a term of nine months, with an option to extend the Reservation Agreement for an additional three month period. During the initial reservation agreement term, Valero has expressed preference to use the recycled water from the Greenwood Wastewater Treatment Plant (GWWTP) in lieu of the recycled water from the Broadway Wastewater Treatment Plant (BWWTP). Valero requests an amendment to the reservation agreement to use the Greenwood Wastewater Treatment Plant recycled water in lieu of the Broadway Wastewater Treatment Plant recycled water. Valero also requests an additional nine months extension of the reservation agreement with one three-month extension period (to allow a period of time for evaluation, equipment pilot testing, pipeline right of way development, and project design). In consideration of this amendment, Valero would pay the City a sum of $100,000.00 (one hundred thousand dollars) for a nine-month extension period. In addition, this agreement may be extended for an additional three-month period for which Valero would pay a sum of $75,000.00 (seventy five thousand dollars) to the City. Under the terms of this Amendment and Extension to the Agreement for Exclusive Reservation, the City agrees not to enter into any other agreement or reservation for treated wastewater effluent that would in any way restrict the City's ability to furnish Valero the 4.0 MGD of treated wastewater effluent subject to this amendment. Before the expiration of this Amendment to the Reservation Agreement, Valero will inform the City, in writing, if it intends to enter into a recycled water agreement(s) for either or both of its local refineries. ALTERNATIVES: 1. Authorize the Amendment and Extension to the Agreement as proposed. 2. Request changes to the proposed Amendment and Extension to the Agreement. 3. Deny authority to execute the Amendment and Extension to the Agreement. 4. Deny authority to execute the Amendment and Extension to the Agreement and direct staff to issue an RFP for Industrial use of the City's recycled water. OTHER CONSIDERATIONS: The city's wastewater treatment plants produce recycled water that is classified as Type II reclaimed water. TCEQ has granted the City certain authority to deliver its recycled water for the Type II uses allowed under Chapter 210 of the Texas Administrative Code (TAC). Some of the City's golf course and cemetery customers use the City's recycled water for the Type II -allowable use of irrigating their golf courses and cemeteries. Although the law also allows for the use of Type II for cooling towers and other industrial applications, none of the City's Industrial district customers are using the City's recycled water at this time. CONFORMITY TO CITY POLICY: This item confirms to City's policy to obtain Council's approval and authority to grant an interest in real property or the city asset of water, which is considered to be a real property -like asset. For our purposes here, the term water as used in this section includes treated wastewater, also known as "effluent", or "recycled water". An industrial water customer's use of the City's recycled water for allowable industrial uses is consistent with the City's water conservation policies. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: X Operating X Revenue ❑ Capital ❑ Not applicable FY: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $100,000 $100,000 BALANCE Fund(s): Water Comments: RECOMMENDATION: Approval of the Reservation as proposed. LIST OF SUPPORTING DOCUMENTS: Amendment and Extension to the Agreement Agreement for Exclusive Reservation of Recycled Water Three months extension agreement Amendment and Extension to the Agreement for Exclusive Reservation of Recycled Water Between Valero Refining -Texas, L.P. and City of Corpus Christi Whereas, on December 17, 2013, the City of Corpus Christi and Valero Refining -Texas, L.P. entered into an Agreement for Exclusive Reservation of Recycled Water ("the Reservation Agreement") with a term of nine months, with an option to extend the Reservation Agreement for an additional three-month period; Whereas, the Reservation Agreement provided for the City to reserve for the exclusive benefit of Valero the capacity for delivery of up to 4 million gallons per day ("mgd") of recycled water/treated wastewater effluent from the new Broadway Wastewater Treatment Plant ("BWWTP") or from any other wastewater treatment plants in the event that the City will no longer be operating the BWWTP; Whereas, Valero desires to reserve up to 4 mgd of recycled water/treated wastewater effluent from the Greenwood Wastewater Treatment Plant ("GWWTP") recycled water/treated wastewater effluent; Now, therefore, the parties agree to amend the Reservation Agreement and extend the term as follows (the "Amendment"); 1. The Reservation Agreement is amended so that the City agrees to reserve for the exclusive benefit of Valero up to 4 mgd of recycled water/treated wastewater effluent from the GWWTP. This amended Section I.A. replaces Section I.A. of the Reservation Agreement: "I. Reservation. A. Term and Fee. For and in consideration of payment of a reservation fee in the amount of One Hundred Thousand Dollars ($100,000.00) to be paid within thirty days of the date the City Manager or the City Manager's designee signs this Amendment, the City will reserve for the exclusive benefit of Valero up to 4 million gallons per day ("mgd") of recycled water/treated wastewater effluent from the Greenwood Wastewater Treatment Plant ("GWWTP"). During the term of the amended Reservation Agreement, the City shall not enter into any other agreement or reservation for treated wastewater effluent from the GWWTP. The Reservation as amended herein shall expire nine months from the Effective Date of this Amendment. The nine-month extended reservation period is to allow Valero and the City time for, including but not limited to evaluation, equipment pilot testing, pipeline right of way development, and project design. Before the expiration of this Amendment to the Reservation Agreement, Valero will inform the City in writing if it intends to enter into a recycled water agreement(s) for either or both of its local refineries dba the Valero Corpus Christi West Refinery and the Valero Corpus Christi East Refinery." Section I.D. of the Reservation Agreement is amended as follows: "D. Extension. Valero may extend this Amendment to the Reservation Agreement for an additional three-month period by providing the City with written notice at least thirty (30) days prior to the termination date of this Amendment along with an extension fee of Seventy -Five 1 Thousand Dollars ($75,000.00). During the three-month extended term of the reservation, the City shall not enter into any other agreement or reservation for treated wastewater effluent that would in any way restrict the City's ability to furnish Valero the 4.0 mgd of treated wastewater effluent subject to this Amendment." 2. This Amendment to the Reservation Agreement takes effect on December 16, 2014 (the "Effective Date"). 3. Within thirty days of the date the City Manager or the City Manager's designee signs this this Amendment to the Reservation Agreement Valero will pay the City One Hundred Thousand Dollars ($100,000.00). 4. Any provision of the Reservation Agreement that is not expressly amended by this Amendment remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year written below. VALERO: CITY: VALERO REFINING —TEXAS, L.P. CITY OF CORPUS CHRISTI By: By: Name: Dennis Payne Name: Title: Senior Vice President & General Manager Title: Date: Date: 2 Agreement for Exclusive Reservation of Recycled Water Between Valero Refining —Texas, L.P. and City of Corpus Christi This Agreement for Exclusive Reservation of Recycled Water (the "Reservation") is made by and between The City of Corpus Christi, acting by and through its authorized representative, the City Manager or designee (the "City"), and Valero Refining — Texas, L.P. ("Valero"). Valero and the City may hereinafter be referred to as a "Party" or collectively as the "Parties". WHEREAS, Valero operates two petroleum refineries located in Corpus Christi, Texas; WHEREAS, the Texas Commission on Environmental Quality has issued an Authorization for Reclaimed Water to the City that provides the City with certain authority for the use and transfer of reclaimed water or treated wastewater effluent, referred to in this Agreement as "recycled water"); WHEREAS, Valero would like time to evaluate entering into a recycled water agreement with the City; NOW, THEREFORE, for and in consideration of mutual covenants herein contained, it is agreed by and between the Parties as follows: I. Reservation. A. Term and Fee. For and in consideration of payment of a reservation fee in the amount of One Hundred Thousand Dollars ($100,000.00) to be paid within thirty days of the date the City Manager or the City Manager's designee signs this Reservation, the City will reserve for the exclusive benefit of Valero the capacity for delivery of up to 4 million gallons per day (mgd) of recycled water/treated wastewater effluent from the new Broadway Wastewater Treatment Plant (BWWTP), or 4 million mgd from any of the City's other wastewater treatment plants in the event that the City will no longer be operating the BWWTP . The Reservation shall start on the Effective Date and expire nine months from the Effective Date. During the term of the Reservation, the City shall not enter into any other agreement or reservation for the 4.0 mgd of treated wastewater effluent from the BWWTP or an amount of treated wastewater effluent that would in any way restrict the City's ability to furnish Valero the 4.0 mgd of treated wastewater effluent subject to this Reservation. The nine-month reservation period is to allow Valero time for evaluation, equipment pilot testing and water quality testing to confirm suitability of the recycled water and any onsite treatment cost for the intended industrial applications. Before the expiration of the Reservation, Valero will inform the City in writing if it intends to enter into a recycled water agreement(s) for either or both of its local refineries dba the Valero Corpus Christi West Refinery and the Valero Corpus Christi East Refinery. 8. Effective Date. The Effective Date of this Reservation is the date upon which it is signed by the City. 2013-360 12/17/13 M2013-196 Valero Refining - Texas LP 1 INDEXED C. Termination. The City may terminate this Reservation in the event that Valero fails to timely pay the $100,000.00 reservation fee and Valero has been provided written notice of this failure and thirty (30) days to cure. D. Extension. Valero may request to extend this Reservation for an additional three-month period by providing the City with a written request at least thirty (30) days prior to the termination date of this Agreement. If the City approves Valero's request to extend this Reservation, upon Valero's payment of a reservation extension fee of Seventy -Five Thousand Dollars ($75,000.00), which must be received by the City before the termination date, this Reservation will extend for a period of three months. The extended Reservation shall be exclusive and during the extended term of the Reservation, the City shall not enter into any other agreement or reservation for the 4.0 mgd of treated wastewater effluent from the BWWTP or an amount of treated wastewater effluent that would in any way restrict the City's ability to furnish Valero the 4.0 mgd of treated wastewater effluent subject to this Reservation. E. Notices. Any notice provided for in this Reservation and any other notice, demand or communication which any Party may wish to send to any other Party relating to the subject matter of this Reservation shall be in writing and either delivered by recognized national overnight courier delivery service such as Federal Express, UPS or DHL, hand -delivered, or sent by regular U.S. postage prepaid, and addressed to the Party for which such notice, demand, or communication is intended at such Party's address as provided below. Copies of all notices to Valero shall include a copy to: If to Valero: Valero Refining—Texas, L.P. 1147 Cantwell Lane Corpus Christi, TX 78249-1616 Attn: Joe Almaraz Telephone: 361-289-3328 Facsimile: 361-289-3126 If to the City: City of Corpus Christi 2726 Holly Road Corpus Christi, TX 78415 Attn: Gustavo Gonzalez, Director of Water Operations Telephone: 361-826-1874 Facsimile: 361-826-1889 City of Corpus Christi 1201 Leopard Street Corpus Christi, TX 78401 Attn: Veronica Ocanas, Senior Assistant City Attorney Telephone: 361-826-3375 Facsimile: 361-826-3239 Any Party may change its address for notice hereunder to any other address by giving written notice of such new address to the other Parties in accordance with this Section. Any notice, demand, or other communication shall be in English, and shall be deemed given and effective as of the date of delivery. The inability to deliver because of a changed address of which proper 2 notice was not given, or rejection or other refusal to accept any notice, demand or other communication, shall be deemed to be the receipt of the applicable notice, demand or other communication as of the date of such inability to deliver or rejection or refusal to accept. The date of notice shall be the date it is received by the addressee or the office of the addressee, whichever is earlier. II. Negotiation of Recycled Water Agreement Terms Within the Reservation Period. A. The Two Refineries. Upon written notice at any time during the term of this Reservation from Valero that it wishes to enter into a recycled water agreement for 4 mgd of recycled water, the Parties will negotiate the terms of any agreement in good faith. III. Reservation is Not a Reclaimed Water Supply Agreement. A. The Parties recognize that this Reservation is an agreement to reserve 4 mgd for a period of time, not an agreement to supply or deliver 4 mgd; that this Reservation neither outlines the specific and essential terms for the delivery or supply of recycled water, nor contains any prices or quantities for the delivery or supply of recycled water; and that a future agreement(s) between the Parties will be required. IV. Miscellaneous Terms. A. Complete Agreement. This Reservation embodies the entire agreement between the Parties hereto relating to the subject matter hereof, and supersedes and replaces in their entirety all prior understandings and agreements relating to the subject matter hereof. 8. Severability. Should any provision of this Reservation or portion hereof be declared invalid, void or unenforceable, it shall not affect the validity or enforcement of the remaining provisions or portion hereof which shall remain in full force and effect as if the Reservation had been executed without such invalid, void or unenforceable provision or portion hereof having been included. C. Assignment. The Parties may not assign the Reservation without the written consent of the other party. D. Modification and Waiver. This Reservation may not be modified or amended except by an instrument in writing duly executed by both Parties. Either party hereto may, by an instrument in writing, waive compliance with or breach of any term or provision of the Reservation by the other Party. The waiver by any Party hereto of compliance with or breach of any term or provision of the Reservation shall not be construed as a waiver of subsequent compliance or of any subsequent breach. E. Authority. Each person executing the Reservation represents that he or she has been duly authorized to do so by the Party on whose behalf he or she is signing, and that in so doing he or she shall bind such Party to all of the terms hereof. 3 F. Counterparts. The Parties may execute the Reservation in identical multiple counterparts, each of which shall be deemed an original and all of which together shall constitute but a single instrument. 4 IN WITNESS WHEREOF, the parties hereto have executed this Reservation to be effective upon approval by the City. VALERO: CITY: VALERO REFINING—TEXAS, L.P. By: CITY OF CORPUS CHRISTI By: Name: Dennis Payne Name: 8/2(f 4 l3 4%'ri? ff% Title: Senior Vice President & General Manager Title: DIP4 ry p(2f.rie 4I442 - Date: /EX/3(2-0(5 Date: 12- - ( 7-13 ATTEST . 1 ARMANDO CHAPA crn' SECRETAR" I ti �► 1 ClouiICIL .. hiLla 5 doia City of Corpus Chnsci CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Valero Refining -- Texas, L.P. P. O. BOX: STREET ADDRESS: One Valero Way CITY: San Antonio FIRM. IS: 1. Corporation 4. Association 8 2. Partnership 5. Other ZIP: 78249 - 3. Sole Owner DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name None 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 None 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 None 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 None EXHIBIT "C" Page 1 of 2 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 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: Ethan Jones (Iy pc or Print l Signature of Certifying Person: Title: Assistant Secretary glI4Q-r4 Date: �%3 DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part- time basis, but not as an independent contractor. d. "Finn." 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." "Consultant." Any person or fine, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. g. EXHIBIT "C" Page 2 of 2 VALERO VIA HAND DELIVER August 15, 2014 Brian Butscher Deputy Director of Water City of Corpus Christi 1201 Leopard Corpus Christi, TX 78401. Dear Mr. Butscher and Ms. Aguilar: Lisa Aguilar Senior Assistant City Attorney City of Corpus Christi 1201 Leopard Corpus Christi, TX 78401 Pursunnt to Section I.D. of the Agreement for Exclusive Reservation of Recycled Water between Valero Refining- Texas, L.P. and City of Corpus Christi (the "Agreement"), Valero herewith requests to extend the Agreement for an additional three (3) month period. Valero wishes to extend the Agreement to afford the parties the opportunity to negotiate an agreement for the delivery of treated wastewater. Valero will pay the $75,000.00 extension fee after approval by the City and before the expiration of the Agreement on September 17, 2014. By signing this letter the parties agree to extend the term of the Agreement by three (3) months. If you any questions, please do not hesitate to contact me at 361-289-3328. Dennis L. Payne Vice President & General Manager UNDERSTOOD AND AGREED: CITY OF CORPUS CHRISTI By: /WC' Name: Mark Van Vleck, PE Title: Executive Director of Utilities Date: fBHI Greehey Refineries • Valera Refining -Texas, LP. Post Office Box 9370 • Corpus Christi, Texas 78469-9370 • Telephone (361) 289-6000 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: TO: November 19, 2014 Ronald L. Olson, City Manager FROM: Michael Armstrong, Director of Municipal Information Services MichaelAr@cctexas.com 361-826-3740 Approving the purchase of Laserfiche Rio software maintenance and support CAPTION: Motion authorizing the City Manager, or designee, to approve the purchase of twelve months Laserfiche Rio software maintenance and support from MCCI, LLC of Tallahassee, Florida, DIR- SDD-2502, for a total expenditure of $74,666.00 for Fiscal Year 2014-2015, with option to purchase continued Laserfiche Rio software maintenance and support from MCCI, LLC annually upon payment of annual fees, subject to appropriation of funds. Funds are available in the Municipal Information systems Department FY2014-2015 budget and will be requested in future budget years. PURPOSE: To provide continued support and maintenance for Laserfiche Rio software for the twelve month period, January 1, 2015 through December 31, 2015 and for future years based on budget appropriation. BACKGROUND AND FINDINGS: Software maintenance and support is required to maintain updates for licensing used by 178 staff in 19 departments and various workflow processes. This includes workflow and records management functionality added for the new Infor ERP and Municipal Court, Tyler Incode, systems as well as the City Secretary, Police, Water, Wastewater, Stormwater, Neighborhood Services, Human Resources, Streets, and Payroll. Every department has a need for imaging. Departments struggle to get control of the records they are responsible for maintaining. Laserfiche Rio allows them to have immediate access to their records and frees up valuable physical storage space. ALTERNATIVES: Operate with no vendor support for the Laserfiche Rio software. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to City purchasing policies and procedures and state statutes regulating procurement. 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 $74,666.00 $298,664.00 $373,330.00 Encumbered / Expended Amount This item $74,666.00 $298,664.00 $373,330.00 BALANCE 0.00 0.00 0.00 Fund(s): Municipal Information Services Comments: The $298,664 shown above for years 2 through 5 represents an estimation of continued annual maintenance, support, and possible additional license costs per year. Per the agreement signed in December 2012, "Adjustments in annual support rates may be made to coincide with current U.S. inflation rates — any increase will not exceed the cumulative increase in the Consumer Price Index (CPI) occurring since the last price increase." Continued Laserfiche Rio software annual maintenance and support from MCCI, LLC will automatically renew upon payment of annual fees, subject to appropriation of funds. The annual maintenance, support, and any additional license costs will be requested during the normal budget process in future years. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: MCCI, LLC Quote wicci bcpdrioncatxce lencc PO Box 2235 Tallahassee, FL 32316 850.701.0725 850.701.0715 fax Client Name: City of Corpus Christi, TX Laserfiche LSAP Renewa Period Covered: January 1, 2015 - December 31, 2015 Complete and return to: salessupport@mccinnovations.com Order Date: November 12, 2014 Product Description: Qty. ANNUAL SOFTWARE SUPPORT - BASIC LSAP ▪ Rio Records Management 200-499 Users Includes Unlimited Laserfiche Servers, Records Management Edition, Workflow, WebAccess (includes SharePoint integration web parts & WebAccess Light), Advanced Audit Trail, Snapshot, and Email ▪ Plus for Publishing Royalty free distribution of published media ▪ Import Agent for Rio 1 ▪ OCR Scheduler for Laserfiche - Requires one dedicated Laserfiche User 1 License 0 LFScanconnect forRio *required for each scanner purchased/utilized ▪ LF Scanconnect for Rio 5 -pack ▪ LF Scanconnect for Rio 10 -pack ▪ LF Forms 200-499 Users (10% Add-on to all Named Users) ▪ LF Forms Portal *Allows Forms Portal to be activated on a Forms server. Multiple licenses are needed if multiple activations are required. Allows form submission only, from unlicensed (public) and non -authenticated users. ▪ Public Portal - Dual CPU Machine Includes WebLink-only unlimited retrieval connections per processor. Provides read-only access thru LF WebLink. Any Physical server/VM using Public Portal must have a # of licenses = to # of processors on the LF Server. 205 1 1 1 1 205 1 1 Cost DIR-SDD-2502 Total $132.00 $118.80 $24,354.00 $1,600.00 $1,440.00 $1,440.00 $300.00 $270.00 $270.00 $330.00 $297.00 $297.00 $34.00 $132.00 $184.00 $12.00 $1,600.00 $30.60 $118.80 $165.60 $10.80 $1,440.00 $30.60 $118.80 $165.60 $2,214.00 $1,440.00 $10,000.00 $9,000.00 $9,000.00 O Quick Fields Complete for Rio 1 $3,000.00 $2,700.00 $2,700.00 Includes QF, Validation packages for Bar Code, RTL, Zone OCR, Doc Classification, Forms Alignment, Forms Identification, Forms Extractor, OMR, and Auto Stamp/Redaction/Bates Numbering O QF Agent for Rio 1 $2,000.00 $1,800.00 $1,800.00 O Integrator's Toolkit for Rio 1 $750.00 $675.00 $675.00 O Datallow Affinity Integration (51+ users) 1 $1,200.00 $1,200.00 $1,200.00 O Ratchet -X SPL Commander License (1-50 Users) 46 $48.00 $48.00 $2,208.00 O Granicus Legislative Management Suite - Laserfiche Connector 1 $1,000.00 $1,000.00 $1,000.00 O Managed Services for Affinity 1 $630.00 $630.00 $630.00 O Managed Services for Laserfiche Forms- Rio 1 $1,260.00 $1,260.00 $1,260.00 O Managed Services for Laserfiche - Rio 1 $3,150.00 $3,150.00 $3,150.00 O Managed Services for Ratchet -X 1 $630.00 $630.00 $630.00 O Managed Services for SDK 1 $630.00 $630.00 $630.00 O Managed Services for Workflow, Level 2 *not to exceed45 hours 1 $5,670.00 $5,670.00 $5,670.00 O Training Center 50-99 users 1 $3,920.00 $3,920.00 $3,920.00 O MCCi Service Level Agreement 1 $9,863.00 Annual Support Total $74,666.00 For budgetary purposes, the Client should include $74,666.00 in annual budget for renewal of LSAP, Managed Services, the Training Center and SLA for the software quoted above. Total Project Cost $74,666.00 This completed form will constitute as an order and will be in accordance with the terms and conditions of the existing contract between MCCi and the Client. Pricing is valid for 30 days from date appearing on this order. MCCi will invoice one hundred percent (100%) of the software and support upon delivery of software. If services are included, the balance of the total project will be invoiced upon completion of the proposed professional services, which may be broken up based on the completion date of specific services. Sales tax will be included where applicable. Payment will be due upon receipt of an invoice. Note: MCCi will prorate the support of this additional software to be congruent with your current Laserfiche system's support (LSAP) dates, the purpose of which is to align all software with one support date so maintenance of your account is made easy. MCCi will bill for the actual amount of support, which may be higher or lower than quoted. To ensure you are budgeting correctly for future renewals, please add the amount listed in the budgetary note above to your current budgeted renewal amount. Laserfiche software and help files are provided electronically. If hard copy manuals or software is desired, there is a $50 additional charge. This will need to be requested. This is NOT an invoice. Please use this confirmation to initiate your purchasing process. AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: November 21, 2014 TO: Ronald L. Olson, City Manager FROM: Michael Armstrong, Chief Information Officer MichaelAR@cctexas.com (361) 826-3740 Approving the purchase of Tropos Annual Maintenance for Wireless Network. CAPTION: Motion authorizing the City Manager or designee to approve the purchase of twelve months Tropos maintenance from ABB Tropos Networks Inc. of Sunnyvale, California, manufacturers of the Tropos radios in use for the wireless network in Corpus Christi, for a total expenditure of $110,000.00. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. PURPOSE: To provide continued support and maintenance for 1800+ existing network wireless devices, a Tropos controller server, and software and licenses for a twelve month period. BACKGROUND AND FINDINGS: Hardware and software support is required to maintain updates for security, licensing, and support services. The Tropos Maintenance purchase will ensure that the City of Corpus Christi has support for the wireless network infrastructure implemented City wide which supports AMR (Automated Meter Reading), Public Safety video surveillance, mobile government access, public wifi hotspots, RTA (Regional Transport Authority) mobile access, SCADA and water quality sites, and the McKinstry green initiative. The wireless operation requires ongoing maintenance support. ALTERNATIVES: No vendor support for the wireless network hardware and software. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed purchase conforms 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 $246,827.99 $246,827.99 Encumbered / Expended Amount $0.00 $0.00 This item $110,000.00 $110,000.00 BALANCE $136,827.99 $136,827.99 Fund(s): 5210 Comments: No matching funds required. RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Agreement — Tropos Standard Software Support Quote — Tropos Annual Maintenance 2014 networks 7 GREENER, SAFER, SMARTER 1. OVERVIEW 555 Del Rey Avenue Sunnyvale, CA 94085 408.337.6801 fax 408.331.6800 tel www.tropos.cona Tropos Standard Software Support Agreement This document provides an overview of the warranty and support services available for all Tropos based network operations to its customers and partners. These services are designed to ensure service continuity of the Tropos solutions. A summary of the warranty and support services is listed below: • Standard Software Support - Available Monday — Friday, 8am — 6pm Pacific Standard Time for phone and email inquiries and assistance with the exception of Tropos holidays • Premium Software Support — Available 24 hours; 7 days per week • Standard Software/Hardware Support — Provides advanced hardware replacement along with the standard software support • Premium Software/Hardware Support — Provides advanced hardware replacement along with the premium software support. 2. SOFTWARE SUPPORT Tropos' Support Services program is offered for all Tropos Products. The support plan includes the following: • Software updates and upgrades • 24 x 7 access to Tropos customer support website • Troubleshooting support per SLA (see Problem Severity Definitions and Response Requirements) including remote login to customer networks for assistance • Unlimited phone and e-mail inquiries plus remote network software update support • Remote diagnostics — Enables Tropos Customer Support to remotely speed diagnosis of problems. (Requires installation of Tropos Control and remote access for Tropos Customer Support) 2.1 ELIGIBILITY AND TERMS OF USE Tropos Networks software support program is based on the assumption of continuous coverage for the entire installed base of routers. In order to receive continuous service it is important that there are na lapses in coverage and that there is no mix of supported and unsupported routers. The terms and conditions applicable to support services is listed below: a) All end users with active support programs shall typically receive one unique customer login to the Tropos customer support website. This login may be shared within the company but in no cases will end users receive more than two unique logins. b) Login access is controlled via expiration dates available only to Tropos administrators. The expiration date in the system will be set to the EARLIEST date that any router in the customer's network falls out of a support contract. c) Support contracts shall have no lapse in coverage. Thus, if there is a lapse in coverage all renewals will revert back to the last date that the products were supported. A 15% reinstatement fee will be assessed on all accounts who have a lapse in coverage for a period of ninety (90) days or more. e) All contracts will commence on the first day of the month following shipment of the product. Tropos Networks Support Overview & Software License Agreement f) Router specific upgrades & updates — If a customer's entire network is not on support Tropos will still provide router specific upgrades and updates. In order to receive this the customer must provide specific serial numbers to be upgraded which will be validated prior to a temporary access being granted. In addition, the customer must sign a form certifying that they will only upgrade the serials numbers under active support and grant the rights and access to Tropos to audit the upgrade. 2.2 SOFTWARE UPGRADES AND UPDATES Software updates and upgrades are provided under this plan when they become Generally Available (GA). Note that software update refers to a release which includes modifications, patches, fixes, alterations, improvements, and corrections to the software. Software Upgrade refers to a software release which includes new feature content and enhancements that materially improve functionality or performance of the software. 2.3 24 x 7 ACCESS TO CUSTOMER SUPPORT WEBSITE Eligible customers will receive access to Tropos customer support website 24 x 7; including: Software updates (maintenance and minor feature enhancements), and upgrades, for all Tropos software including Tropos OS, and Tropos Control; Product documentation; and FAQs. 2.4 TROUBLESI-IOOTING SUPPORT PER SLA Troubleshooting support per a defined Service Level Agreement (SLA). The problem severity definitions and response requirements are listed below. This includes remote login to customer networks for assistance and is available on business days from 8am-6pm Pacific Standard Time. Problem Severity Definitions Severity Level Severity Description Severity 1 (SI) Problem causes a complete loss of service in the production environment; no known workaround exists; work cannot reasonably continue and work is halted. Tropos and client will commit all necessary resources around the clock to resolve the situation. Severity 2 (52) Operation of an existing network is severely degraded, or significant aspects of client business operations are negatively affected by inadequate performance of Tropos products. Tropos and client will commit all necessary resources during normal business hours to resolve the situation. 3ctional. (S3) le most business Operationalnetworknce of the l impaired remainSeverity operationsbusiness Tops and client willcommit the required during normal hours to resolve the situation. Feature Request Enhancement request for a new functionality or requests for additional existing products or services. Severity Level VENDOR :--- Response Requirements Joint. Action .. Plan Response Requirements Status Updates _evel;`of Effort 1 Within 1 hr Within 4 h rs Per Action Plan - Within 24 hours, no less than fix problem or daily provide workaround. Work Tropos Networks Support Overview & Software License Agreement Within 24 hours, fix problem or provide workaround. 7 by 24 effort until Interim Fix Time frames defined are desired goats on average and are initiated upon receipt of the escalation 2.5 PHONE AND EMAIL SUPPORT All standard software support programs include unlimited phone and e-mail inquiries during normal business hours, In addition, the support team will provide remote network support for any software updates. All premium support programs include all standard program items plus 24 x 7 phone support. 2.6 REMOTE DIAGNOSTICS All support programs offer remote diagnostics. This enables Tropos Customer Support to remotely diagnosis routE and network problems in an expedited manner. This requires installation of Tropos Control and remote access for Tropos Customer Support. Signed: Title: Corycm (m -if Tropos Networks Support Overview & Software License Agreement to downgrade to Severity2 Work to downgrade to Severity2 2 Within 2 hr M -F 8-5, otherwise next business day. Within 1 business day Per Action Plan - no less than twice per week N/A Provide a solution/fix within 20 days As agreed to in Action Plan or a minimum of M -F 8-5 continuous effort 3 Withinprovide 3 business days within 15 business days Per Action Plan - no less than once per week N/A Within 30 days, a solution or a statement regarding the disposition of the problem. As agreed to in Action Plan Feature Request Review and provide Engineering Response within 30 days Coordinate and escalate as required following Engineering Response N/A N/A Within 30 days of Engineering Response, publish disposition of request (withdrawal or schedule) 8 X 5 Time frames defined are desired goats on average and are initiated upon receipt of the escalation 2.5 PHONE AND EMAIL SUPPORT All standard software support programs include unlimited phone and e-mail inquiries during normal business hours, In addition, the support team will provide remote network support for any software updates. All premium support programs include all standard program items plus 24 x 7 phone support. 2.6 REMOTE DIAGNOSTICS All support programs offer remote diagnostics. This enables Tropos Customer Support to remotely diagnosis routE and network problems in an expedited manner. This requires installation of Tropos Control and remote access for Tropos Customer Support. Signed: Title: Corycm (m -if Tropos Networks Support Overview & Software License Agreement Tropos Networks, Inc. 555 Dal Rey Ave. Sunnyvale, CA 04085 (408) 331-6600 Power and productivity for a better world'-' Quote Number Date of Order HR-CCTX1202I4SU 2 -Dec -14 Purchaser. Corpus Christi, Texas 1201 Leopard Street Corpus Christi, Texas 78401 David Trevino 361-826-3754 dtrevino@cctexas.com Support TROPOS Support - Customer support pr v,,'ded by TROPOS. Includes Software Updates, Bug Fores & Maintenance Releases; Hotline, Web and Email Support 1 SW Support Site License $ 155,833.00 $ 155,833.00 August 1, 2014 • December 31, 2015 Training and Professional Services Notes: (Discount applied to reinstatement) Support Subtotal S Tra°rung and Services Subtotal Support and Services TOTAL GRAND TOTAL 155,633.00 (45,833.00) 110,000.00 110,000.00 110,000.00 Quote Terms and Conations. 1 Payment terms: Net 30 upon prior approval, F.O.B. Tropos marwfacturing facility. 2 Quote expires in 30 days from date of quote. 3 Sales tax and shlpp1g NM be added W final invoice as appropriate. 4 Delivery of the products is EX Works (lncoterms 2000) Seffer's factory or EX Works facility of Se!le('s agent, as designated by Saler. Setter reserves the right to ship Best Way at Hs own expense. 5 This price quotation does not constitute an offer by Tropos to sell products, but is instead an invdation to issue a purchase order to Tropos before the validity date speed in this quotation has expired. Please fax orders to (408) 3315529 or email to 0rderStalus@tropos.cocn Sales Rep: Robertson 050107 I\ 1111 P' IP IP Tropos Networks, Inc. 555 Del Rey Ave. Sunnyvale, CA 94085 (408) 331-6800 Power and productivity for a better world'"' HR-CCTX1114SU Quote Number Date of Order HR-CCTX111914SU 19 -Nov -14 Purchaser: Name: Address: Address: City, State: Country: Contact: Phone #: Fa ail Corpus Christi, Texas 1201 Leopard Street Corpus Christi, Texas 78401 David Trevino 361-826-3754 dtrevino@cctexas.com Ship To: Name: Address: Address: City, State: Country: Contact: Phone #: Fax #: Email Address Support TROPOS Support - Customer support provided by TROPOS. Includes Software Updates, Bug Fixes & Maintenance Releases; Hotline, Web and Email Support 1 SW Support Site License One Year $ 110,000.00 $ 110,000.00 - 12/31/14-12/31/15 Training and Professional Services Notes: 110, 000.00 Support Subtotal 110,000.00 Training and Services Subtotal Support and Services TOTAL GRAND TOTAL 110,000.00 $ 110,000.00 Quote Terms and Conditions: 1 Payment terms: Net 30 upon prior approval, F.O.B. Tropos manufacturing facility. 2 Quote expires in 30 days from date of quote. 3 Sales tax and shipping will be added to final invoice as appropriate. 4 Delivery of the products is EX Works (Incoterms 2000) Seller's factory or EX Works facility of Seller's agent, as designated by Seller. Seller reserves the right to ship Best Way at its own expense. 5 This price quotation does not constitute an offer by Tropos to sell products, but is instead an invitation to issue a purchase order to Tropos before the validity date specified in this quotation has expired. Please fax orders to (408) 331-6529 or email to OrderStatus@tropos.com Sales Rep: Robertson 050107 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: November 21, 2014 TO: Ronald L. Olson, City Manager FROM: Michael Armstrong, Chief Information Officer MichaelAR@cctexas.com (361) 826-3740 Approving the purchase of Tropos professional services. CAPTION: Motion authorizing the City Manager or designee to approve the purchase of professional services from ABB Tropos Networks Inc. of Sunnyvale, California, manufacturers of the Tropos wireless network installed in Corpus Christi, for a total expenditure of $94,500.00. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. PURPOSE: Professional services are needed to upgrade 150 Tropos radios in Flour Bluff, the Island, and Ocean Drive locations that are over 8 years old. Services will include asset validation, configuration optimization, equipment staging, virtualized controller configuration, and implementation, to provide an upgraded and durable wireless environment. Services are expected to last seven weeks with the assistance of two Tropos representatives. BACKGROUND AND FINDINGS: City staff selected Flour Bluff, the Island, and Ocean drive due to an area that has encountered performance issues over the last year. The operation of the wireless network is critical to the function of programs such as AMR, Public Safety, data and voice communications, and various departmental applications. Radios in the identified focus area are more susceptible to environmental conditions due to their proximity to coastal waters. High winds, sea salt, sand, humidity and heat contribute to the deterioration of equipment in the field at a faster rate than those located elsewhere in the City. The professional services provided will support the replacement of radios with the latest model, 7320XA, a hardened radio developed for the extreme conditions experienced in Corpus Christi. ALTERNATIVES: Upgrade equipment using in-house resources over a six-month period. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed purchase conforms 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 $336,440.00 $336,440.00 Encumbered / Expended Amount $6,685.54 $6,685.54 This item $94,500.00 $94,500.00 BALANCE $235,254.46 $235,254.46 Fund(s): 5210 Comments: No matching funds required. RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: ABB Tropos Networks Inc. quote HR-CCTX111914PS ABB Sole Source on letterhead ABB CCTexas Wireless Mesh Network Professional Services I\ DU Pill IP IP Tropos Networks, Inc. 555 Del Rey Ave. Sunnyvale, CA 94085 (408) 331-6800 Power and productivity for a better world" HR-CCTX111914PS Quote Number Date of Order HR-CCTX111914PS 19 -Nov -14 Purchaser: Name: Address: Address: City, State: Country: Contact: Phone #: Fax #: Email Address: Corpus Christi, TX 1201 Leopard Street Corpus Christi, TX 78401 David Trevino 361-826-3754 dtrevino@cctexas.com Ship To: Name: Address: Address: City, State: Country: Contact: Phone #: Fax #: Email Address: Qty Product Training and Professional Services 1 Professional Services (Professional Services described in proposal.) Notes: Part Number Price/Unit $ 94,500.00 Disc. Disc. Price/Unit $ 94,500.00 Training and Services Subtotal Support and Services TOTAL GRAND TOTAL Ext. Price 94,500.00 94,500.00 94,500.00 94,500.00 Quote Terms and Conditions: 1 Payment terms: Net 30 upon prior approval, F.O.B. Tropos manufacturing facility. 2 Quote expires in 30 days from date of quote. 3 Sales tax and shipping will be added to final invoice as appropriate. 4 Delivery of the products is EX Works (Incoterms 2000) Seller's factory or EX Works facility of Seller's agent, as designated by Seller. Seller reserves the right to ship Best Way at its own expense. 5 This price quotation does not constitute an offer by Tropos to sell products, but is instead an invitation to issue a purchase order to Tropos before the validity date specified in this quotation has expired. Please fax orders to (408) 331-6529 or email to OrderStatus@tropos.com Sales Rep: Robertson 050107 Power and productivity 11 1111 for a better world P IPIP November 18, 2014 Ms. Belinda Mercado Deputy Director City of Corpus Christi, TX 1201 Leopard Street Corpus Christi, TX, 78469-9277 Dear Ms. Mercado, Tropos Networks Inc., a subsidiary of ABB, is the sole source provider for the network configration and professional services for the Tropos Network that is installed in the City of Corpus Christi. The ABB Wireless professional services are not available through any resellers. Th.n you, / d"— Howard Robertson Sales Director ABB Wireless Communication Systems (703) 980-8789 howard.robertson@nam.abb.com ABB Inc. Wireless Communication Systeme Phone: +1 408 331 6800 Fax: +1 408 331 6801 555 Del Rey Avenue Sunnyvale, CA www.abb.com/ epos ('itl,• C077),(c.f ln?e,*i ABB Statement of Work Statement of Work (SOW) /\ ID I! PI IP IP General Provisions ABB Tropos (the term Tropos is defined as Tropos Networks and its approved subcontractors) will provide equipment, software licenses, a site Support Agreement, and professional services for a technology refresh of the City of Corpus Christi, Texas (CCTexas) broadband wireless mesh network in three specified areas. The network is used by CCTexas and other entities for multiple applications, to include: mobile broadband for the City, mobile connectivity for buses, and other municipal functions (e.g. AMR, SCADA, Public Safety, Video Monitoring, Libraries, Public Internet, etc.). The technology refresh equipment shall be comprised of one hundred and fifty (150) of the latest generation ABB Tropos model number 73203130XA wireless mesh routers. The 150 new 7320XA routers shall be used to replace previous generation ABB Tropos 5210 wireless mesh routers. Previous generation ABB Tropos 5210 and 5320 wireless mesh routers may also be relocated for continued use to alternate areas of the network. Professional Services: Seven (7) weeks of on-site professional services, including travel expenses. The following general provisions apply to this project: Mounting Assets: • CCTexas will secure mounting rights for street lights with photo cells, towers, buildings and other electrical distribution assets for the purpose of mounting and powering all Tropos routers and other wireless devices required to complete the project. Lack of access to mounting assets will limit the coverage and effectiveness of the wireless network. • CCTexas will provide locations, power and mounting assets in order to install Gateway routers connected to the City's fiber, point-to-point microwave, or point -to -multipoint microwave systems (Tier 1 backhaul and capacity injection network demarcation points). The City should consider providing as many Tier 1 demarcation connections as possible in order to increase the performance of the mesh. The City will be responsible for providing Ethernet connectivity, including network configurations, security or firewalls at these ABB Tropos mesh Gateway router installation locations (Tier 1 network demarcation points). • CCTexas will provide additional mounting assets where required if not currently available. Responsibilities ABB Tropos Responsibilities • Delivery of Professional Services: Design, engineering, implementation support and optimization support of the ABB Tropos broadband wireless mesh network infrastructure as defined in this document. CCTEXAS Responsibilities • Provide street light mounting assets with photo cell power capabilities. • Provide 90V to 277V power in photo cell compatible receptacle at Tropos Node and Gateway wireless mesh router locations. • Provide warehouse space for equipment receipt and staging. • Provide configuration of the Tropos routers. • Provide electrical grounding of Tropos Routers. Printed: 25 November 2014 1I Prepared by: H. Robertson ABB Statement of Work /\ ID I! PI 1P 1P • Provide suitable mounting locations and Fiber/Ethernet/PTP/PTMP network staff to perform Tier 1 network configuration and testing for network implementation at Tier 1 network demarcation points based on a mutually agreed design. • Provide Ethernet interface or Ethernet Switch at Tropos Gateway wireless mesh router locations. • Provide IT assistance to install and configure Tropos Control management software. • Provide Internet access / connectivity, firewalls, security configurations, VPN, DNS, and DHCP network services via existing network infrastructure as required for network and application testing. • Provide router installation on street lights with photo cells. • Provide roof chase on roof mounted installation and/or provide wall penetration core drilling where required. Table 1— Responsibility Matrix # Corpus Christi ACTIVITY / RESPONSIBLE [P=Primary Responsibility S=Secondary] City of Corpus Christi (CCTexas) ABB Tropos 1 Project prime contractor P 2 Wireless mesh network project management P S 3 Manage union relations (if applicable) P 4 Provide GIS data sets of mounting assets, and existing network elements P 5 Wireless mesh network detailed design S P 6 Identify any exceptional mounting assets or coverage/non-coverage areas P S 7 IP network design P S 8 Wireless mesh network system engineering (on-site and remote) S P 9 Site survey of mounting assets and facilities P S 10 Approve proposed mounting asset / facility locations P 11 Provide storage and staging space P 12 Provide power, access, equipment space for all mounting assets P 13 Provide wireless mesh network equipment and software licenses P 14 Provide and install server hardware or VM for Tropos Control management server software P S 15 Install and configure Tropos Control management server software. S P Printed: 25 November 2014 2I Prepared by: H. Robertson 1 i ON of Corpus ABB Statement of Work 16 Provide fiber and/or wired or wireless Tier 1 network transport from mutually agreed locations to production/office facilities. P 17 Provide 100 Mbps full -duplex wired Ethernet 802.1q VLAN trunk port at Tier 1/ demarcation points for the wireless network at mutually agreed locations. P 18 Provide secure remote access for Tropos engineering, support, and professional services staff to support wireless mesh network deployment, optimization, testing, commissioning, and delivery of ongoing Support services. P 19 Create database of selected and approved mounting asset locations, perform installation planning, and create service work orders for all network installation activity. S P 20 Provide and install if necessary horizontal mast arms to facilitate installation of wireless network equipment at mutually agreed locations. P 21 Manage Tropos Control router database during implementation S P 22 Provide Internet connectivity and gateway P 23 Provide installation crews for installation of the ABB Tropos wireless mesh routers on poles P 24 Provide electrical and wired Ethernet conduit and cabling installation within buildings and other required structures P 25 Provide individually powered photocell adapters on existing street lights or power poles where needed P 26 Configure Tier 1 network elements and connections. P S 27 Create Tropos router Deployment configurations (temporary) P S 28 Create Tropos router Production configurations (final) P S 29 Configure Tropos routers P 30 Create network test plan and scripts P S 31 Cutover network from deployment configuration to production configuration P S Printed: 25 November 2014 /\ 11 1! PI 1P 1P 3I Prepared by: H. Robertson i City of Coryr,- ABB Statement of Work 32 Perform network optimization P S 33 Conduct network performance testing P S 34 Correct network deficiencies (test plan failures), coordinate re -testing as applicable. P S 35 Document final network performance testing results P S 36 Provide "as -built" documentation including internal test results P S 37 Authorize network commissioning for production operational use P Service Area The installation areas of this SOW will be focused on Island, Flour Bluff, and Ocean Drive. /\ ID I! PI 1P 1P Site Survey / Design • Required site surveys will be performed jointly by CCTexas and ABB Tropos for the Mesh Layer installed on street lights and other designated mounting assets for the network implementation. • Individual virtual wireless networks will be defined and configured for each CCTexas user community (up to 16), with assigned ESSID, VLAN, IP subnet, and data traffic routing. Professional Services Tropos and its subcontractors will provide the following services: • Asset validation and data reconciliation to ensure Tropos Control, Tropos router, and GIS data is accurate for the as built network and transferred to designated CCTexas data owner for ongoing accuracy maintenance using established internal CCTexas business process. The asset validation deliverable is a reconciled data set, including location information, and a punch list of network move, add, change activity needed to manage the deployed infrastructure in the focused areas. • Identify and prioritize Gateway reactivation in the CCTexas focus areas. • Support transition to VM environment for Tropos Control. • Support transition of all ABB Tropos mesh infrastructure routers from DHCP to static IP addressing. • Upgrade Tropos Control and all operational routers to most current GA software release. • Support golden (standardized) configuration reconciliation for all router models following upgrade. Ensure configuration backup is activated for the mesh network. • Confirm discovery and manageability of all operational fixed infrastructure mesh routers by Tropos Control. • Support configuration of all Tropos Control network optimization thresholds on the Tropos Control Network Optimization page. • Support prioritization of Tier 1 network demarcation points (fiber, PTP microwave, and PTMP microwave) implementation to meet specified network performance requirements for department applications in the designated focus areas. • Support development of ongoing operational best practices. • Project management of Tropos-provided functions. 4I Printed: 25 November 2014 Prepared by: H. Robertson i City of Cory, - ABB Statement of Work I\ 1111 PI IP IP • Install Tropos Control software on a temporary server hardware (not VM) platform to be supplied by CCTexas. The temporary Tropos Control server is required to be installed to configure the Tropos mesh routers. • During the period while ABB is providing onsite support, ABB will facilitate, in coordination with CCTexas, a weekly change control meeting to review and prioritize network move, add, change activity. • Following each weekly change control meeting, while ABB is providing onsite support, ABB will make written recommendations to CCTexas regarding methods to implement and document approved network changes to the ABB Tropos mesh network that require the use of the Tropos Control network management system. Professional Services Billing Schedule • 25% upon receipt of purchase order • 25% - upon completion of Planning Phase (Google Earth .KMZ showing locations for all routers to be installed. Some routers may be held back as spares at the discretion of CCTexas) • 50% upon deliverable of the final report of network inventory and asset reconciliation. All pricing and the billing schedule is subject to the Terms and Conditions of Tropos Quote HR-CCTX111914PS. To the extent that there are conflicting terms between the quote and other documentation, the terms in the Tropos Quote shall prevail. Staging / Deployment CCTexas will provide a facility (warehouse or office space) for receiving and storing the network equipment during the deployment and testing periods. CCTexas will stage the equipment (code installation and configuration), configure all Tropos network equipment, other wireless equipment and accessories. Tropos will install Tropos Control on a server at a CCTexas location and configure it for remote access. The Tropos Control management server also supports the staging / deployment activity. CCTexas will perform necessary configuration modifications and testing of the existing wired Enterprise network infrastructure in accordance with the mutually agreed network design and in accordance with CCTexas MIS Change Management policy and procedures. These configuration changes include: • Defining and administering network security policy which the network project implementation shall adhere to. • Enabling Ethernet VLAN trunk ports (802.1q) for Tropos Gateway connections. • Allocating required IP Address subnets. • Implementing wired router configuration changes as needed. • Configuring DHCP server to provide reservations for designated IP device interfaces. • Implementing Firewall configuration changes as needed to facilitate application testing. Upon completion of deployment, ABB Tropos shall ensure the network is configured for production operation according to the mutually agreed design and prior to the start of optimization. 5I Printed: 25 November 2014 Prepared by: H. Robertson ABB Statement of Work /\ 1111 PI 1P 1P TROPOS NETWORKS By: By: Printed Name: Printed Name: Title: Title: Date: Date: 61 Printed: 25 November 2014 Prepared by: H. Robertson ('i t, f'1ii 'fi ABB Statement of Work /\ ID I! PI IP IP Appendix A: CCTexas Focus Areas Flour Bluff The ABB Tropos mesh routers located along the eastern edge of Flour Bluff (see purple shaded area on aerial photograph below) are to be replaced with 73203130XA units. Currently there are a mix of 5210 and 5320 routers in this area. These units are subject to constant wind with corrosive salt air content. This is also a specific CCTexas Police Department (PD) area of interest for video camera placement. Google e& © 2014 Google Printed: 25 November 2014 7I Prepared by: H. Robertson 1 i City of Corpus Christi ABB Statement of Work /\ 1111 PI 1P 1P Island (Padre Island/Mustang Island) The ABB Tropos mesh routers located on Padre and Mustang Island (see purple shaded area on aerial photograph below) are to be replaced with 73203130XA units. Currently there are a mix of 5210 and 5320 routers in this area. These units are subject to constant wind with corrosive salt air content. GoogIe`ealir © 2014 Google Printed: 25 November 2014 8I Prepared by: H. Robertson cit,, n f C'n rn,, <. ('/,,.; -1- ABB Statement of Work /\ 1111 PI IP IP Ocean Drive The ABB Tropos mesh routers located along Ocean Drive from the Texas A&M Campus to Coal Park (see purple shaded area on aerial photograph below) are to be replaced with 73203130XA units. Currently there are a mix of 5210 and 5320 routers in this area. These units are subject to constant wind with corrosive salt air content. 0 eo 0 0 0 o 0I0 e0 I® 8,6 a, o o e • o 0 o a °° a ° o 8 00 0 0 °Cta o 0 0 0 - 0 e {{ 0 \Jr_ o Caog 0 2014 Googl- 0 0 0 ii Printed: 25 November 2014 9I Prepared by: H. Robertson AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: November 18, 2014 TO: Ronald L. Olson, City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Type A Grant for Del Mar College's Procurement Technical Assistance Center (PTAC) for 2015 CAPTION: Resolution Approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College Procurement Technical Assistance Center (PTAC) to provide grant up to $37,500 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 PTAC Small Business Incentives Agreement. PURPOSE: Approve a Type A Grant for PTAC to assist small businesses through technical assistance for Calendar Year 2015 BACKGROUND AND FINDINGS: PTAC is located at the Del Mar College campus on Staples inside of the Small Business Development Center. PTAC has been counseling small businesses in the area of government procurement. PTAC educates these businesses on the requirements of government procurement, helps them get certified to qualify to bid on contracts, and gives them access to a portal to find these contracts. PTAC was instrumental in working with CCAD to engage small tool and die shops to bid on specialty tool orders from CCAD. PTAC is asking for $37,500 to hire a full-time person to help in the PTAC planning room. PTAC has been funded for $37,500 for the calendar year 2014 and the Board included PTAC funding in their 2015 budget. The Board has funded PTAC since 2012. During that time PTAC has helped 276 companies. These companies have been awarded $21,904,800 in orders and they have also added 125 fulltime employees. ALTERNATIVES: The help that they provide is not available anywhere else. The Council may choose to not fund the program or fund it at a different amount. OTHER CONSIDERATIONS: Not applicable. 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 37,500 37,500 Encumbered / Expended Amount This item 37,500 37,500 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 Type A agreement with PTAC LIST OF SUPPORTING DOCUMENTS: Resolution Small Business Incentive Agreement PTAC Business Support Agreement Page 1 of 2 RESOLUTION Approving a Small Business Incentives Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College Procurement Technical Assistance Center (PTAC) to provide grant up to $37,500 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 PTAC 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 PTAC 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 PTAC; 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 PTAC. 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 PTAC 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 PTAC, 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 - PTAC 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 - PTAC SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND DEL MAR COLLEGE FOR DEL MAR COLLEGE'S PROCUREMENT TECHNICAL ASSISTANCE CENTER 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 learning ("Del Mar"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now Title 12, Subtitle C1 (Chapters 501 — 507), Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City 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 118th 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; WHEREAS, Section 501.073 of the Texas Local Government Code, requires the City Council to approve all programs and expenditures of the corporation; WHEREAS. the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on September 18, 2007; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas that small business development funds be provided to Del Mar, through this Agreement with Del Mar, to be used by Del Mar, which seeks to create at least one new job for every $50,000 in contracts awarded to businesses within the City who are awarded contracts with Federal, State, or local agencies through Del Mar College's Procurement Technical Assistance Center's activities; In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Del Mar agree as follows: Page 1 of 9 Small Business Incentive Agreement - Del Mar PTAC 11 07 14.docx 1. Effective Date. The effective date of this Agreement ("Effective Date') is the latest date that either party executes this Agreement. 2. Term. The term of this Agreement is for one year from January 1, 2015, through December 31, 2015. 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 City Council apporval. 3. Grant. a. The Corporation will provide $37,500.00 to Del Mar for its Procurement Technical Assistance Center ("Center"), to be used for the salary of a full time position in the Center's plan room. b. In order to receive the grant Del Mar must document that the Procurement Technical Assistance Center's business clients located within the City of Corpus Christi has sought to create at least one new job for each $50000 in contracts awarded by Federal, State, or local agencies, while retaining the jobs of employees employed at the time the bids are submitted, based upon bids submitted with the aid of the Center. 4. Job Creation Qualification. a. In order to count as a created job under this Agreement. the job must pay wages as required by Section 38(b) of the Development Corporation Act of 1979, as amended, 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. A full-time permanent job is one that provides at least 2,080 hours annually. c. Del Mar agrees to confirm and document to the Corporation that each job created as a result of funding provided by this Agreement is maintained throughout the term of the contract awarded based upon the bid submitted by the Center's client. d. Del Mar agrees to provide Corporation with a sworn certificates by authorized representative of each business assisted under this Agreement certifying the number of full-time permanent employees employed by the small business. e. Del Mar shall ensure that the Corporation is allowed reasonable access to personnel records of the small businesses assisted under this Agreement. f. Jobs created by a client's subcontractors are considered jobs created by the client. Page 2 of 9 Small Business Incentive Agreement - Del Mar PTAC 11 07 14.docx 5. Buy Local Provision. a. Del Mar agrees to use its best efforts to give preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency. b. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. 6. Local Offices. Three members of the staff will be located at Del Mar's Center for Economic Development. 7. Warranties. Del Mar warrants and represents to Corporation the following: a. Del Mar is a Texas institute of higher learning 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. Del Mar has the authority to enter into and perform, and will perform, the terms of this Agreement. 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 access to the Texas Development Corporation Act, Title 12, Subtitle C1 (Chapters 501 — 507), Texas Local Government Code, on the State's website, 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. If an audit determines that the funds were not used for authorized purposes, Del Mar agrees to reimburse Corporation for the sums of money spent for purposes not authorized by law within 30 days written notice requesting reimbursement. f. The parties executing this Agreement on behalf of Del Mar are duly authorized to execute this Agreement on behalf of Del Mar. 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. Page 3 of 9 Small Business Incentive Agreement - Del Mar PTAC 11 07 14.dacx 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. Del Mar covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees"} against ail 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. The following events constitute a default of this Agreement: a. Failure of Del Mar to timely, fully, and completely comply with any one or more of the requirements, obligations, duties, terms, conditions, or warranties of this Agreement. Page 4 of 9 Smafi Business Incentive Agreement - Del Mar PTHC 11 07 14.docx b. 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; c. 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 30 days. d. Del Mar makes an assignment for the benefit of creditors. e. Del Mar files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. f. If taxes owed by Del Mar become delinquent, and Del Mar fails to timely and properly follow the legal procedures for protest or contest. g. Del Mar changes the general character of business as conducted 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. 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 under this Agreement. b. Del Mar shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation. c. The Corporation shall have no further obligations to Del Mar under this Agreement. d. Neither the City nor the Corporation may be held liable for any consequential damages. e. The Corporation may pursue all remedies available under law. Page 5 of 9 Small Business Incentive Agreement - Del Mar PTAC 11 07 14.docx 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. 1t 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. 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, being January 1, 2015, through December 31, 2015. 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. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Del Mar: Del Mar College Procurement Manager Page6of9 Small Business Incentive Agreement - Del Mar PTAC 11 07 14.docx 101 Baldwin Blvd Corpus Christi, Texas 78404-3897 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. 19. 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. 20. 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. 21. 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. 22. 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. 23. 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 Page 7 of 9 Small Business Incentive Agreement - Del Mar PTAC 11 07 14.docx 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. 24. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 25. 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, 26. Survival of terms of agreement and obligations of parties. The terms of this agreement and the obligation of the parties relating to default and the results of uncured default shall survive the termination of this agreement. Remainder of page intentionally left blank Page 8 of 9 Small Business Incentive Agreement - Del Mar PIRG 11 07 14.docx Corpus Christi Business & Job Development Corporation By: Date: Attest: By: Bart Braselton President Rebecca Huerta Assistant Secretary Del Mar College—Corpus Christi Dir. Mark Escamilla, Ph.D. president Date: /9' 6 .19 THE STATE OF TEXAS § COUNTY OF NUECES § ,, This instrument was acknowledged before me on NOVelth (J , 2014, by Dr. Mark Escamilla, Ph.D. for Del Mar College, a political subdivision of the State of Texas, on behalf of the college district. otary Public tate of Texas JES A N ALANIZ Notary NAG, State of Texas My Commission Expires 07/16/2016 Page 9 of 9 Small Business Incentive Agreement - Del Mar PTAC 11 07 14.docx SMALL BUSINESS INCENTIVES PROJECT SERVICE AGREEMENT DEL MAR COLLEGE PROCUREMENT TECHNICAL ASSISTANCE CENTER This Small Business Incentives Project Service Agreement ("Project Service Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("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, 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 Corporation's Board of Directors; WHEREAS, the Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, Section 501.073, Texas Local Government Code, requires the City Council to approve all programs and expenditures of the corporation; WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on September 18, 2007; WHEREAS, Del Mar College ("Del Mar") has submitted a proposal to the Corporation for $37,500.00 for support of its Procurement Technical Assistance Center, which assists businesses within the City by providing information on local bid opportunities with Federal, State, and local agencies; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas, to fund the Del Mar's Procurement Technical Assistance Program; and WHEREAS, the Corporation and Del Mar have executed a small business incentives project agreement for a Procurement Technical Assistance Program. Page 1 of 3 Project Support Agreement - Del Mar PTAC 10 31 14 In consideration of the covenants, promises, and conditions stated in this Project Service Agreement, the 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 Corporation is executed to implement the Small Business Incentives Agreement for Del Mar's Procurement Technical Assistance Program between the Corporation and Del Mar ("Small Business Incentives Agreement"). 2. Term. The term of this Project Service Agreement runs concurrently with the term of the Small Business Incentives Agreement. 3. Services to be Provided by City. a. The City Manager, or the City Manager's designee, shall administer funding on behalf of the Corporation. b. The City Manager, or the City Manager's designee, shall perform contract administration responsibilities outlined in the Small Business Incentives Agreement for the Corporation. 4. Appropriation of Funds. Any future payments by the City are subject to appropriation of funds by City's Council. 5. Effective Date. The effective date of this Project Service Agreement is the latest date that either party executes this Agreement. 6. Amendments or Modifications. No amendments or modifications to this Project Service Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. 7. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Project Service Agreement or the application of this Project Service Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Project Service Agreement, or the application of the term or provision to persons or 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 Page 2 of 3 Project Support Agreement - Del Mar PTAC 10 31 14 affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Project Service Agreement automatically. 8. Captions. The captions in this Project Service Agreement are for convenience only and are not a part of this Project Service Agreement. The captions do not in any way limit or amplify the terms and provisions of this Project Service Agreement. The City of Corpus Christi Corpus Christi Business & Job Development Corporation Ronald L. Olson Bart Braselton City Manager President Date: Date: Attest Rebecca Huerta City Secretary Project Support Agreement - Del Mar PTAC 10 31 14 Page 3 of 3 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for City Council Meeting December 16, 2014 DATE: 11/13/2014 TO: Ronald L. Olson, City Manager THRU: Susan Thorpe, Assistant City Manager SThorpe@cctexas.com 361-826-3898 Eddie Ortega, Director of Housing and Community Development EddieO@cctexas.com 361-826-3234 FROM: Rudy Bentancourt, CD Administrator RudyB@cctexas.com 361-826-3021 Resolution amending City Council Policy No. 9 CAPTION: Resolution amending Council Policy No. 9, entitled Community Development Block Grant and HOME Programs by revising the language regarding housing to include "affordable" housing in the opening paragraph and section d., and by changing the department name in section g.; and reaffirming the objectives and guidelines of the policy. PURPOSE: The purpose of amending Council Policy No. 9 is to; revise the language regarding housing to include "affordable" housing, and amend section d. of the current Resolution by including "affordable" at the beginning of the section and amend section g. by changing Neighborhood Services Department to Housing and Community Development Department. The purpose is also to reaffirm the policy's commitment to the objectives and guidelines. BACKGROUND AND FINDINGS: The Housing and Community Development Department is requesting the passing of a Resolution amending City Council Policy No. 9. The amendment of the policy will revise the language regarding affordable housing, amend section d. of the current Resolution by including "affordable" at the beginning of the section and amend section g. by changing Neighborhood Services Department to Housing and Community Development Department. The Resolution will also reaffirm the policy's commitment to the objectives and guidelines. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: City Council approval is required for the amendment of the resolution. EMERGENCY / NON -EMERGENCY: This item is non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: 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: N/A RECOMMENDATION: Staff recommends the approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Council Policy No. 9 Resolution Resolution amending City Council Policy No. 9, entitled Community Development Block Grant and HOME Programs by revising the language regarding housing to include "affordable" housing in the opening paragraph and section d., and by changing the department name in section g.; and reaffirming the objectives and guidelines of the policy. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council hereby amends Council Policy No. 9, adopted by Resolution No. 21901 on March 22, 1994, and later amended by Resolution No. 026055 and 026571 on December 14, 2004 and December 20, 2005, respectively, and Resolution No. 030000 on October 29, 2013, revising the language regarding housing to include "affordable" housing, the language of section d. and by changing the department name in section g. to read as follows: "9. Community Development Block Grant and HOME Programs. Through the Community Development Block Grant (CDBG) and HOME Programs, the City Council provides for the development and preservation of a viable urban community, a suitable living environment, dccent affordable housing and expanded economic opportunities, principally for persons of low and moderate income, and aids in the prevention or elimination of slums and blight. The City carries out its objectives by providing for affordable housing, appropriate streets and drainage, housing, recreational opportunities, neighborhood preservation, and revitalization, and economic development as needed. To ensure that these objectives are achieved, the following guidelines shall be as follows: a. No CDBG Funds will be authorized to applicant agencies for the support of operating expenses, with the exception of economic development projects that create jobs. b. No capital grants will be made without sufficient evidence of the financial capacity of the applying agency to operate the program. c. Priority will be given to those applying agencies that make substantial new capital contributions to the project for which they are seeking funds. d. Affordable housing Housing shall be maintained as the top priority for the CDBG program as well as placing greater emphasis on public infrastructure (City) in CDBG eligible tracts. e. External agencies awarded CDBG funds will not be eligible to apply for future CDBG funding until two fiscal cycles have elapsed since the fiscal cycle in which funds were granted. (For example, an external agency awarded CDBG funding in fiscal cycle 2013-2014 will not be eligible to apply for future CDBG funding until the 2016-2017 fiscal cycle.) f. Program income generated from the CDBG Housing Program is a revolving fund and will be applied toward the Single Family Rehabilitation and Reconstruction Loan Program. Program income generated from the CDBG Demolition Program and the Clearance of Vacant Property Program will be applied to each individual program's revolving fund. Program income generated from the HOME Program will be applied towards maintaining or creating affordable housing in the community. g. Annual funding request for CDBG and HOME programs administered through the Ncighborhood Scrviccs Housing and Community Development Department shall be approved in order to ensure that the essential operations of the department are met in accordance with the departments Mission." Section 2. The City Council hereby reaffirms its commitment to the objectives and guidelines contained in Council Policy No. 9, as amended by this resolution. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor Corpus Christi, Texas day of , 2014 The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: TO: November 20, 2014 Ronald L. Olson, City Manager THRU: Eddie Ortega, Director EddieO@cctexas.com 826-3234 FROM: Kelly Fry, Program Manager kellyf@cctexas.com 826-3027 Approval to execute an Affordable Housing Agreement between the City of Corpus Christi and the Corpus Christi Business & Job Development Corporation CAPTION: Motion to approve the agreement between the City of Corpus Christi and the Corpus Christi Business and Job Development Corporation for the TYPE A Affordable Housing Program Services. PURPOSE: Authorizing the City Manager or designee to approve an agreement between the City of Corpus Christi and the Corpus Christi Business & Job Development Corporation for the administration of Type A Affordable Housing Program Services. BACKGROUND AND FINDINGS: The City of Corpus Christi, through the Housing Divison of the Housing and Community Development Department manages various affordable housing activities that are funded by the Corpus Christ Business & Job Development Corporation. This agreement, between the City and the Corporation, is executed to implement the promotion and development of an affordable housing project described in the attachment and is incorporated in this agreement by reference. The parties have approved this agreement in the amount of $749,231. This amount includes $249,231 from funds not yet spent and rolled over from fiscal year 2013-2014 and $500,000 from fiscal year 2014-2015. ALTERNATIVES: N/A OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Conforms to City of Corpus Christi policy. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal Department Finance Department FINANCIAL IMPACT: NONE 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 $749,231 $749,231 BALANCE Fund(s): Comments: RECOMMENDATION: Staff recommends approval of the Agreement between the City of Corpus Christi and the Corpus Christi Business & Job Development Corporation. LIST OF SUPPORTING DOCUMENTS: Agreement Exhibit A AGREEMENT BETWEEN CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND CITY OF CORPUS CHRISTI FOR TYPE A AFFORDABLE HOUSING PROGRAM SERVICES This Agreement for Type A Affordable Housing Programs Services ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and the City of Corpus Christi ("City") a Texas home rule municipality. WHEREAS, the Texas Legislature in Section 501 of the Local Government Code (Development Corporation Act of 1979) 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, in the same election, the residents of the City passed Proposition 2B, Affordable Housing, which authorized the use of a portion of the sales and use tax approved under Proposition 2 for affordable housing, up to $500,000 annually, so long as there are projects for which the amount can reasonably be used; WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 and allocated under Proposition 2B for affordable housing was subsequently enacted by the City's City Council ("City Council") and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corporation's Board of Directors ("Board"); WHEREAS, the Board wishes to fund affordable housing projects in an effective manner; WHEREAS, the City through its Housing and Community Development Department ("Department") manages several programs to assist eligible citizens with affordable housing; WHEREAS, the City is willing to provide the services that the Board wishes to fund and has provided these services in the past for the Board; WHEREAS, the Board has determined that it is in the best interests of the residents of the City that the City be awarded affordable housing funds, by execution of this Agreement, to accomplish the affordable housing project described in Exhibit "A" of this Agreement; In consideration of the covenants, promises, and conditions stated in this Agreement, the Corporation and the City agree as follows: 1. Agreement to Provide Affordable Housing Services. This Agreement between the Corporation and the City is executed to implement the promotion and development of an affordable housing project described in Exhibit "A" and is incorporated in this Agreement by reference. The parties have approved this Agreement in the amount of $749,231. This amount includes $249,231 from funds not yet spent and rolled over from fiscal year 2013-2014 and $500,000 from fiscal year 2014-2015. Page 1 of 3 2. Effective Date. The effective date of this Program Agreement is the date on which the City Council grants approval to the Corporation for this Project, so long as all parties have executed this Agreement. 3. Term. The term of this Agreement is from October 1, 2014 until September 30, 2015. 4. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless the amendment or modification is made in writing and signed by persons duly authorized to sign agreements on behalf of all parties. 4. Notices. a. Any required written notices shall be sent, certified mail, return receipt requested, addressed as follows: If to Corporation: City of Corpus Christi Business and Job Development Corporation Attn: President, Bart Braselton 1201 Leopard Street Corpus Christi, Texas 78401 If to City: City of Corpus Christi Attn.: Director of Housing and Community Development Department P.O. Box 9277 Corpus Christi, Texas 78469-9277 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. 6. Relationship of Parties. In performing this Agreement, the Corporation and the City shall 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. Page 2 of 3 CORPUS CHRISTI BUSINESS & JOB DEVELOPMENT CORPORATION Signature Printed name: Date: Title ATTEST: CITY OF CORPUS CHRISTI Susan Thorpe City Secretary Assistant City Manager Date: Date: APPROVED AS TO FORM: Julian Grant Assistant City Attorney Attorney for Corporation Deborah Brown Assistant City Attorney Attorney for City Housing and Community Development Page 3 of 3 EXHIBIT A CITY OF CORPUS CHRISTI Corpus Christi Business and Job Development Corporation Affordable Housing — Existing Housing Inventory Guidelines for the Program and Criteria for Application (Revised July 7, 2014) Corpus Christi Business and Job Development Corporation Affordable Housing — Existing Housing Inventory Guidelines for the Program and Criteria for Application I. Purpose The purpose of the program is to expand affordable housing opportunities for low income homebuyers by providing a deferred forgivable loan to be utilized for down payment assistance. II. General Program Description: The funding is available to qualified homebuyers for the purpose of providing down payment assistance for the purchase of an affordable home. Affordable housing is any house with a purchase price which does not exceed 95% of the Metropolitan Statistical Area as determined by HUD. Funds may not be used for closing costs. The intent is to provide general terms/guidelines in order to accomplish the buy down of the purchase price to make the home affordable for households with incomes in the 80% of median income ranges (see Attachment A, 80% of Median Income Chart). The funding will be in the form of a deferred forgivable loan up to $20,000. The term of affordability will be 10 years. The loan will be amortized over the specified affordability period, commencing on the closure date, and forgiven at a rate of $2,000 per year for every year the homebuyer lives in the house. Should the homebuyer move out before the affordability period ends then he remaining period will be pro rated and must be paid back. Recapture provisions require repayment of the total loan amount on a prorated basis. If the buyer sells the property within the affordability period, the balance of the amortized loan shall be due and payable. Any funds repaid by the homebuyer as a result of sale of the property will be used to assist other homebuyers. The funding will be available on a first come, first serve basis and as funds are available. Homebuyers can participate in only one of the two Type A Affordable Housing programs or any other Affordable Housing program administered by the City of Corpus Christi per fiscal year. III. Housing Standards: Any work that is performed on the home being purchased must be in accordance with the most current applicable City Technical Construction Codes, including the Energy Code. Any new improvements made to the house being purchased must comply and be approved through the State Board of Insurance Windstorm Codes. A certificate must be provided as evidence of compliance. The house must meet FHA and VA requirements. The house can not be located in a 100 year flood plain. If the house being purchased was built prior to 1978, the seller must provide evidence that the house has been tested and is lead free in accordance with HUD Lead Base Paint Regulations. IV. Homebuyer Eligibility: Prospective homebuyers shall meet the gross annual income limits adjusted for family size as determined by HUD's Section 8 Program (see Income Table). The Housing and Community Development Department (HCD) will determine the applicant's anticipated annual gross income. Anticipated annual gross income is an estimation of future income a purchasing household expects to receive based upon their current and future monthly income annualized over a 12 month period. Some examples of future income are bonuses, pay raises, commissions or over time. Prospective homebuyers shall attend a HUD approved Homebuyer Education Class. The purchasing household size will be determined by the Housing and Community Development Department using HUD's definition of purchasing household. Purchasing household includes all persons who will be occupying the units as their permanent residence. A member of a household is considered to a permanent member of the household if they have been living as a member of the household for at least six months or more. Homebuyer's cash on hand cannot exceed program limits. Housing and Community Development Department will make a determination of eligibility at the time the mortgage lender submits the required documents listed in section (V. Lender Requirements) below. The homebuyer will be issued a Commitment Letter after the review of all submitted documents. The Commitment Letter will expire 60 days from the date of issuance. A 30 day extension may be given at the sole discretion of the Housing and Community Development Department. The homebuyer cannot have ownership in any real estate property or ownership in any house. V. Lender Requirements: The Lender will be required to submit the following: o Copy of escrowed earnest money contract; o Final certified HUD 1003 application with signatures; o Six most recent bank statements; o Lender's employment verification; o Paycheck stubs for past 6 months; o Current federal/state issued picture identification for all purchasing members; o Proof of U.S. citizenship or if a resident alien, must provide both a Social Security card and Green card; o Social Security cards for all purchasing members; o Proof of all assets; o Certified appraisal o Underwriter's Summary Worksheet; and o Homebuyer class certificate issued by a HUD approved agency. VI. Title Company Requirements: The Title Company will be responsible for ensuring that all documents are complete and correct. At closing, the Title Company will provide the Housing and Community Development Department, the following: • An itemization of the closing costs (Settlement Statement); • Deed of Trust and Promissory Note; and • Warranty Deed. The Title Company will execute the City of Corpus Christi's Deed of Trust and Promissory Note and forward original's to the City. The Title Company will file one original Deed of Trust and one original Promissory Note with the Nueces County Courthouse file of records. Housing and Community Development will give the Title Company approval for closing and will process check to be issued to the Title Company. The processing of the check takes five working days, from the date and time approval is given to close. Title Company will ensure there are no existing liens, judgments, etc. against the property being purchased by the homebuyer. ATTACHMENT A INCOME LIMITS (80% of MEDIAN INCOME) Family Size 1 2 3 4 5 6 7 8 Annual Income 29,500 33,700 37,900 42,100 45,500 48,850 52,250 55,600 Revised 01/2014: Income limits are established by HUD and are subject to change without notice. The United States Department of Housing and Urban Affairs (HUD) released the Median Purchase Price of a home for the Corpus Christi Metropolitan Area. The Housing and Community Development Department is currently utilizing the following maximum price limits; - Newly Constructed Home ($151,905.00) - Existing Inventory Home ($134,000.00) CITY OF CORPUS CHRISTI Corpus Christi Business and Job Development Corporation Affordable Housing - New Construction Program Guidelines for the Program and Criteria for Application (Revised July 7, 2014) City of Corpus Christi E4 %L 1-F4US f' QPPORTUNITT Corpus Christi Business and Job Development Corporation Affordable Housing - New Construction Program Guidelines for the Program and Criteria for Application I. Purpose The purpose of the program is to expand affordable housing opportunities for low income homebuyers by providing a deferred forgivable loan to buy down the final purchase price of a home. II. General Program Description: The funding is available to qualified builders for the purpose of buying down the final purchase price of the affordable home. The intent is to provide general terms/guidelines as not to limit builders on the specific use of the funds, but rather accomplish the buy down of the final purchase price to make the home affordable for households with incomes in the 80% of median income ranges (see Attachment A, 80% of Median Income Chart). The funding will be in the form of a deferred forgivable loan up to $20,000 per home. The term of affordability will be 10 years. The loan will be amortized over the specified affordability period commencing on the closure date. Recapture provisions require repayment of the total loan amount on a prorated basis. If the buyer sells the property within the affordability period, the balance of the amortized loan shall be due and payable. Any funds repaid by the homebuyer as a result of sale of the property will be used to assist other homebuyers. The funding will be available on a first come, first serve basis and as funds are available. Builders can participate in only one of the two 4A Affordable Housing programs or any other Affordable Housing program administered by the City of Corpus Christi per fiscal year. III. Builder Eligibility: The City of Corpus Christi will review the federal "Debarred" list of contractors and subcontractors for clearance to proceed as assurance we are working with creditable contractors. The City will also check the status of the builder with the Texas Residential Construction Commission's website, which will provide the builder's registration status as of August 31, 2009. This information will be used to determine if further inquiry is needed to determine whether the builder is capable of meeting the program's expectations. IV. Construction Standards: The work will be performed in accordance with the most current applicable City Technical Construction Codes, including the Energy Code. The house must comply with the State Board of Insurance Windstorm Codes. The house must meet FHA and VA requirements. The house cannot be located in a 100 year flood plain. The house must be constructed for wheel chair accessibility. (Door widths, blocking for grab bars, no step entrance.) V. Homebuyer Eligibility: Prospective homebuyers shall attend a HUD approved Homebuyer Education Class. The household size will be determined by the Housing and Community Development Department. Homebuyer's cash on hand cannot exceed program limits. Housing and Community Development will make a determination of eligibility at the time the mortgage lender submits the required documents. The homebuyer will be issued a Commitment Letter after the review of all submitted documents. The Commitment Letter will expire 60 days from the date of issuance. A 30 day extension may be given at the sole discretion of the Housing and Community Development Department. The homebuyer cannot have ownership in any real estate property or ownership in any house. VI. Lender Requirements: The Lender will be required to submit the following: o Copy of escrowed earnest money contract; o Final certified HUD 1003 application with signatures; o Six most recent bank statements; o Lender's employment verification; o Paycheck stubs for past 6 months; o Current federal/state issued picture identification for all purchasing members; o Proof of U.S. citizenship or if a resident alien, must provide both a Social Security card and Green card; o Social Security cards for all purchasing members; o Proof of all assets; o Certified appraisal o Mortgage Credit Analysis Worksheet; and o Homebuyer class certificate issued by a HUD approved agency. VII. Title Company Requirements: The Title Company will be responsible for ensuring that all documents are complete and correct. At closing, the Title Company will provide Housing and Community Development Department, the following: • An itemization of the closing costs (Settlement Statement); • Deed of Trust and Promissory Note; and • Warranty Deed. The Title Company will execute the City of Corpus Christi's Deed of Trust and Promissory Note and forward original's to the City. The Title Company will file one original Deed of Trust and one original Promissory Note with the Nueces County Courthouse file of records. Neighborhood Services Department will give the Title Company approval for closing and will process check to be issued to the Title Company. The processing of the check takes five working days, from the date and time approval is given to close. Title Company will ensure there are no existing liens, judgments, etc. against the property being purchased by the homebuyer. VIII. Application Criteria and Process: Builders will be required to submit an application requesting the use of funds based on the following: o Narrative of the Proposed Project(s) o Qualifications and Experience Information o Financial Capabilities o Disclosure of Interest Form o Conflict of Interest Questionnaire Form ATTACHMENT A INCOME LIMITS (80% of MEDIAN INCOME) Family Size 1 2 3 4 5 6 7 8 Annual Income 29,500 33,700 37,900 42,100 45,500 48,850 52,250 55,600 Revised 01/2014: Income limits are established by HUD and are subject to change without notice. The United States Department of Housing and Urban Affairs (HUD) released the Median Purchase Price of a home for the Corpus Christi Metropolitan Area. The Housing and Community Development Department is currently utilizing the following maximum price limits; - Newly Constructed Home ($151,905.00) - Existing Inventory Home ($134,000.00) EXHIBIT A CITY OF CORPUS CHRISTI Corpus Christi Business and Job Development Corporation Affordable Housing — Existing Housing Inventory Guidelines for the Program and Criteria for Application (Revised July 7, 2014) Corpus Christi Business and Job Development Corporation Affordable Housing — Existing Housing Inventory Guidelines for the Program and Criteria for Application I. Purpose The purpose of the program is to expand affordable housing opportunities for low income homebuyers by providing a deferred forgivable loan to be utilized for down payment assistance. II. General Program Description: The funding is available to qualified homebuyers for the purpose of providing down payment assistance for the purchase of an affordable home. Affordable housing is any house with a purchase price which does not exceed 95% of the Metropolitan Statistical Area as determined by HUD. Funds may not be used for closing costs. The intent is to provide general terms/guidelines in order to accomplish the buy down of the purchase price to make the home affordable for households with incomes in the 80% of median income ranges (see Attachment A, 80% of Median Income Chart). The funding will be in the form of a deferred forgivable loan up to $20,000. The term of affordability will be 10 years. The loan will be amortized over the specified affordability period, commencing on the closure date, and forgiven at a rate of $2,000 per year for every year the homebuyer lives in the house. Should the homebuyer move out before the affordability period ends then he remaining period will be pro rated and must be paid back. Recapture provisions require repayment of the total loan amount on a prorated basis. If the buyer sells the property within the affordability period, the balance of the amortized loan shall be due and payable. Any funds repaid by the homebuyer as a result of sale of the property will be used to assist other homebuyers. The funding will be available on a first come, first serve basis and as funds are available. Homebuyers can participate in only one of the two Type A Affordable Housing programs or any other Affordable Housing program administered by the City of Corpus Christi per fiscal year. III. Housing Standards: Any work that is performed on the home being purchased must be in accordance with the most current applicable City Technical Construction Codes, including the Energy Code. Any new improvements made to the house being purchased must comply and be approved through the State Board of Insurance Windstorm Codes. A certificate must be provided as evidence of compliance. The house must meet FHA and VA requirements. The house can not be located in a 100 year flood plain. If the house being purchased was built prior to 1978, the seller must provide evidence that the house has been tested and is lead free in accordance with HUD Lead Base Paint Regulations. IV. Homebuyer Eligibility: Prospective homebuyers shall meet the gross annual income limits adjusted for family size as determined by HUD's Section 8 Program (see Income Table). The Housing and Community Development Department (HCD) will determine the applicant's anticipated annual gross income. Anticipated annual gross income is an estimation of future income a purchasing household expects to receive based upon their current and future monthly income annualized over a 12 month period. Some examples of future income are bonuses, pay raises, commissions or over time. Prospective homebuyers shall attend a HUD approved Homebuyer Education Class. The purchasing household size will be determined by the Housing and Community Development Department using HUD's definition of purchasing household. Purchasing household includes all persons who will be occupying the units as their permanent residence. A member of a household is considered to a permanent member of the household if they have been living as a member of the household for at least six months or more. Homebuyer's cash on hand cannot exceed program limits. Housing and Community Development Department will make a determination of eligibility at the time the mortgage lender submits the required documents listed in section (V. Lender Requirements) below. The homebuyer will be issued a Commitment Letter after the review of all submitted documents. The Commitment Letter will expire 60 days from the date of issuance. A 30 day extension may be given at the sole discretion of the Housing and Community Development Department. The homebuyer cannot have ownership in any real estate property or ownership in any house. V. Lender Requirements: The Lender will be required to submit the following: o Copy of escrowed earnest money contract; o Final certified HUD 1003 application with signatures; o Six most recent bank statements; o Lender's employment verification; o Paycheck stubs for past 6 months; o Current federal/state issued picture identification for all purchasing members; o Proof of U.S. citizenship or if a resident alien, must provide both a Social Security card and Green card; o Social Security cards for all purchasing members; o Proof of all assets; o Certified appraisal o Underwriter's Summary Worksheet; and o Homebuyer class certificate issued by a HUD approved agency. VI. Title Company Requirements: The Title Company will be responsible for ensuring that all documents are complete and correct. At closing, the Title Company will provide the Housing and Community Development Department, the following: • An itemization of the closing costs (Settlement Statement); • Deed of Trust and Promissory Note; and • Warranty Deed. The Title Company will execute the City of Corpus Christi's Deed of Trust and Promissory Note and forward original's to the City. The Title Company will file one original Deed of Trust and one original Promissory Note with the Nueces County Courthouse file of records. Housing and Community Development will give the Title Company approval for closing and will process check to be issued to the Title Company. The processing of the check takes five working days, from the date and time approval is given to close. Title Company will ensure there are no existing liens, judgments, etc. against the property being purchased by the homebuyer. ATTACHMENT A INCOME LIMITS (80% of MEDIAN INCOME) Family Size 1 2 3 4 5 6 7 8 Annual Income 29,500 33,700 37,900 42,100 45,500 48,850 52,250 55,600 Revised 01/2014: Income limits are established by HUD and are subject to change without notice. The United States Department of Housing and Urban Affairs (HUD) released the Median Purchase Price of a home for the Corpus Christi Metropolitan Area. The Housing and Community Development Department is currently utilizing the following maximum price limits; - Newly Constructed Home ($151,905.00) - Existing Inventory Home ($134,000.00) CITY OF CORPUS CHRISTI Corpus Christi Business and Job Development Corporation Affordable Housing - New Construction Program Guidelines for the Program and Criteria for Application (Revised July 7, 2014) City of Corpus Christi E4 %L 1-F4US f' QPPORTUNITT Corpus Christi Business and Job Development Corporation Affordable Housing - New Construction Program Guidelines for the Program and Criteria for Application I. Purpose The purpose of the program is to expand affordable housing opportunities for low income homebuyers by providing a deferred forgivable loan to buy down the final purchase price of a home. II. General Program Description: The funding is available to qualified builders for the purpose of buying down the final purchase price of the affordable home. The intent is to provide general terms/guidelines as not to limit builders on the specific use of the funds, but rather accomplish the buy down of the final purchase price to make the home affordable for households with incomes in the 80% of median income ranges (see Attachment A, 80% of Median Income Chart). The funding will be in the form of a deferred forgivable loan up to $20,000 per home. The term of affordability will be 10 years. The loan will be amortized over the specified affordability period commencing on the closure date. Recapture provisions require repayment of the total loan amount on a prorated basis. If the buyer sells the property within the affordability period, the balance of the amortized loan shall be due and payable. Any funds repaid by the homebuyer as a result of sale of the property will be used to assist other homebuyers. The funding will be available on a first come, first serve basis and as funds are available. Builders can participate in only one of the two 4A Affordable Housing programs or any other Affordable Housing program administered by the City of Corpus Christi per fiscal year. III. Builder Eligibility: The City of Corpus Christi will review the federal "Debarred" list of contractors and subcontractors for clearance to proceed as assurance we are working with creditable contractors. The City will also check the status of the builder with the Texas Residential Construction Commission's website, which will provide the builder's registration status as of August 31, 2009. This information will be used to determine if further inquiry is needed to determine whether the builder is capable of meeting the program's expectations. IV. Construction Standards: The work will be performed in accordance with the most current applicable City Technical Construction Codes, including the Energy Code. The house must comply with the State Board of Insurance Windstorm Codes. The house must meet FHA and VA requirements. The house cannot be located in a 100 year flood plain. The house must be constructed for wheel chair accessibility. (Door widths, blocking for grab bars, no step entrance.) V. Homebuyer Eligibility: Prospective homebuyers shall attend a HUD approved Homebuyer Education Class. The household size will be determined by the Housing and Community Development Department. Homebuyer's cash on hand cannot exceed program limits. Housing and Community Development will make a determination of eligibility at the time the mortgage lender submits the required documents. The homebuyer will be issued a Commitment Letter after the review of all submitted documents. The Commitment Letter will expire 60 days from the date of issuance. A 30 day extension may be given at the sole discretion of the Housing and Community Development Department. The homebuyer cannot have ownership in any real estate property or ownership in any house. VI. Lender Requirements: The Lender will be required to submit the following: o Copy of escrowed earnest money contract; o Final certified HUD 1003 application with signatures; o Six most recent bank statements; o Lender's employment verification; o Paycheck stubs for past 6 months; o Current federal/state issued picture identification for all purchasing members; o Proof of U.S. citizenship or if a resident alien, must provide both a Social Security card and Green card; o Social Security cards for all purchasing members; o Proof of all assets; o Certified appraisal o Mortgage Credit Analysis Worksheet; and o Homebuyer class certificate issued by a HUD approved agency. VII. Title Company Requirements: The Title Company will be responsible for ensuring that all documents are complete and correct. At closing, the Title Company will provide Housing and Community Development Department, the following: • An itemization of the closing costs (Settlement Statement); • Deed of Trust and Promissory Note; and • Warranty Deed. The Title Company will execute the City of Corpus Christi's Deed of Trust and Promissory Note and forward original's to the City. The Title Company will file one original Deed of Trust and one original Promissory Note with the Nueces County Courthouse file of records. Neighborhood Services Department will give the Title Company approval for closing and will process check to be issued to the Title Company. The processing of the check takes five working days, from the date and time approval is given to close. Title Company will ensure there are no existing liens, judgments, etc. against the property being purchased by the homebuyer. VIII. Application Criteria and Process: Builders will be required to submit an application requesting the use of funds based on the following: o Narrative of the Proposed Project(s) o Qualifications and Experience Information o Financial Capabilities o Disclosure of Interest Form o Conflict of Interest Questionnaire Form ATTACHMENT A INCOME LIMITS (80% of MEDIAN INCOME) Family Size 1 2 3 4 5 6 7 8 Annual Income 29,500 33,700 37,900 42,100 45,500 48,850 52,250 55,600 Revised 01/2014: Income limits are established by HUD and are subject to change without notice. The United States Department of Housing and Urban Affairs (HUD) released the Median Purchase Price of a home for the Corpus Christi Metropolitan Area. The Housing and Community Development Department is currently utilizing the following maximum price limits; - Newly Constructed Home ($151,905.00) - Existing Inventory Home ($134,000.00) CITY OF CORPUS CHRISTI DISCLOSURE OF INTERESTS City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with NA=. FIRM NAME: STREET. CITY: ZIP: FIRM is: 1. Corporation [ j 2. Partnership [ j 3. Sole Owner [ j 4. Association [ 5. Other [j DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "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 CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Title: (Type or Print) Signature of Certifying Person Date: DEFINITIONS a. "Board Member". A member of any board, commission or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Employee". Any person employed by the City of Corpus Christi, Texas, either on a full or part time basis, but not as an independent contractor. c. "Firm". Any entity operated for economic gain, whether professional, industrial or commercial and whether established to produce or deal with 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. d. "Official". The Mayor, members of the City Council, City Manager, Deouty City Manager, Assistant City Managers, Department and Division Heads and Vlunicipal Court Judges of the City of Corpus Christi, Texas. e. "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 holding or control established through voting trusts, proxies or special terms of venture or partnership agreements. f. "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. CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: December 16, 2014 Agenda Item: Motion to approve the agreement between the City of Corpus Christi and the Corpus Christi Business and Job Development Corporation for the TYPE A Affordable Housing Program Services. Amount Required: $749,231 Fund Name Accounting Unit Account No. Activity No. Amount Corpus Christi Business and Job Development Corporation (Type A) 1140-15000-132 530000 - $749,231 Total $749,231 ❑ Certification Not Required Director of Financial Services Date: AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of December 9, 2014 Second Reading for the City Council Meeting of December 16, 2014 DATE: November 7, 2014 TO: Ronald L. Olson, City Manager FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Rezoning for Residential and Neighborhood Commercial uses For MVR Construction Company Property Address: 10125 Up River Road CAPTION: Case No. 1114-01 MVR Construction Company: A change of zoning from the "CN -1" Neighborhood Commercial District, "RS -6" Single -Family 6 District, "RS -TF" Two -Family District to the "RS -4.5" Single -Family 4.5 District on Tract 1; and from the "RS -6" Single - Family 6 District to the "CN -1" Neighborhood Commercial District on Tract 2. The property is described as Tract 1: Being 14.47 acres out of Tract 3, McKinzie Partition and a portion of Lot 2, Block 7, Maple Hills Subdivision Unit 2 and all of Lot 4, Block 7, Maple Hills Subdivision Unit 2; and Tract 2: Being 2.86 acres out of Tract 3, McKinzie Partition, located along the east side of Deer Run Drive and south of Up River Road. PURPOSE: The purpose of this item is to rezone the properties to allow the construction of a single- family home subdivision and neighborhood type commercial businesses. RECOMMENDATION: Planning Commission and Staff Recommendation (November 5, 2014): Approval of the change of zoning from the "CN -1" Neighborhood Commercial District, "RS -6" Single -Family 6 District, "RS -TF" Two -Family District to the "RS -4.5" Single - Family 4.5 District on Tract 1; and from the "RS -6" Single -Family District to the "CN -1" Neighborhood Commercial District on Tract 2 BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "CN -1" Neighborhood Commercial District, "RS -6" Single -Family 6 District, "RS -TF" Two -Family District to the "RS -4.5" Single -Family 4.5 District on Tract 1; and from the "RS -6" Single -Family District to the "CN -1" Neighborhood Commercial District on Tract 2. The applicant plans to develop the properties into a single-family subdivision and neighborhood type 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 and neighborhood commercial 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 Northwest 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, the rezoning to a lower density residential use would be appropriate for this location and is consistent with the surrounding residential properties. Therefore, this rezoning is consistent with The Comprehensive 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 MVR Construction Company ("Owner"), by changing the UDC Zoning Map in reference to Tract 1: Being 14.47 acres out of Tract 3, McKinzie Partition and a portion of Lot 2, Block 7, Maple Hills Subdivision Unit 2 and all of Lot 4, Block 7, Maple Hills Subdivision Unit 2 and Tract 2: Being 2.86 acres out of Tract 3, McKinzie Partition from the "CN -1" Neighborhood Commercial District, "RS -6" Single - Family 6 District, "RS -TF" Two -Family District to the "RS -4.5" Single - Family 4.5 District on Tract 1; and from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District on Tract 2 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 MVR Construction Company ("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, November 5, 2014, during a meeting of the Planning Commission, and on Tuesday, December 9, 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 MVR Construction Company ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zonings on Tract 1: Being 14.47 acres out of Tract 3, McKinzie Partition and a portion of Lot 2, Block 7, Maple Hills Subdivision Unit 2 and all of Lot 4, Block 7, Maple Hills Subdivision Unit 2 and Tract 2: Being 2.86 acres out of Tract 3, McKinzie Partition, located along the east side of Deer Run Drive and south of Up River Road (the "Property"), from the "CN -1" Neighborhood Commercial District, "RS -6" Single -Family 6 District, "RS -TF" Two -Family District to the "RS -4.5" Single - Family 4.5 District on Tract 1; and from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District on Tract 2 (Zoning Map No. 060049), 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 Nelda Martinez City Secretary Mayor Ordinance_1114-01 MVR Construction Company 11042014 TexasGeoTech LAND SURVEYING, INC. EXIIIBIT "A" TRACT 1 CURRENT ZONING AND USE - CN -1, RS -6, RSTF AND VACANT TRACT I PROPOSED ZONING AND USE- RS -4.5 Being a 14.47 acres (630313.2 Sq. Ft.) of land more or less, out of Tract 3, Mckinzie Partition, recorded in Volume 1450, Page 514, Deed Records Nueces County Texas and being a portion of Lot 2 Block 7, Maple Hills Subdivision Unit 2, as shown on the Plat or Map recorded in Volume 61, Page 72, Map Records of Nueces County, Texas and all of Lot 4 Block 7, Maple Hills Subdivision Unit 2, as shown on the Plat or Map recorded in Volume 64 Pages 144- 145, Map Records of Nueces County, Texas, and a portion of a called 14.962 acre tract conveyed to MVR Construction Company, recorded under document No. 2013054702 Official Public Records of Nueces County, Texas and all being out of the F. W. Shaeffer Survey No. 417, Abstract No. 571, F. W. Shaeffer Survey No. 419, Abstract No. 570 and the A. E. Spohn Survey No.422, Abstract No. 850, situated in Corpus Christi, Nueces County Texas, and being more fully described by metes and bounds as follows: BEGINNING at a 5/8inch steel rebar found in the east right of way line of Deer Run Drive (60' ROW), at the northwest corner of Lot 3 and the southwest corner of Lot 4, of said Maple Hills Subdivision Unit 2 and also being an upper west corner of this herein described tract, THENCE: N 08°55'42" E with the east right of way line of said Deer Run Drive and the west line of said Lot 4, of said Maple Hills Subdivision Unit 2, and a westerly line of this herein described tract a distance of 391.75 feet, to a 5°8 inch steel rebar found at the beginning of a circular curve to the right; THENCE: in a northerly direction with the east right of way line of said Deer Run Dr. and the west line of Lot 4 and Lot 2, of said Maple Hills Subdivision Unit 2, and a circular curve to the right having a Central Angle of 07°03'36", a Radius of 501.71 feet, an Arc Length of 61.82 feet, and a Chord that Bears N 13°01'31" E, 61.78 feet to a point for the northwest corner of this herein described tract; THENCE: S 76°53' 18" E across and into said Lot 2, with a northerly line of this herein described tract a distance of 260.02 feet to a point in the west line of said 14.962 acre tract and the east line of said Lot 2 for a northeasterly corner of this herein described tract; THENCE: S 08°58'03" W with the west line of said 14.962 acre tract and the east line of said Lot 2 and Lot 4, and an easterly line of this herein described tract, a distance of 216,99 feet to a point; THENCE: S 81°04'16" E across and into said 14.962 acre tract, with a northerly line of this herein described tract a distance of 450.86 feet to a point in the west line of a called 19.758 acre conveyed to William E. Mckenzie Jr. Family LTD Partnership, as recorded under Document No. 2010040869, Official Records of Nueces County, Texas, for a northeasterly corner of this herein described tract; THENCE: S 08°56'28" W with an easterly line of this herein described tract and the west line of said 19.758 acre tract, a distance of 1137.13 feet to a 5/8 inch steel rebar found in the north line of Block 1, Highway Village Section 1, as recorded in Volume 11, Pages 54-55, Map Records ofNueces County, Texas, for the southwest corner of said 19.758 acre tract and the southeast corner of this herein described tract; THENCE: N 81°04'16" W with the north line of said Block 1, Highway Village Section 1, and a southerly line of this herein described tract a distance of 450.47 feet, to a 5/8 inch steel rebar found for the southeast corner of Maple Hills Subdivision Unit 4, as recorded in Volume 65, Page 138, Map Records of Nueces County, Texas, for the southwest corner of this herein described tract; THENCE: N 08°56'10" E with the cast line of said Maple Hills Subdivision Unit 4, and Unit 2, and a westerly line of this herein described tract, a distance of 919.95 feet, to a 5Sinch steel rebar found at the northeast corner of Lot 3, of said Maple Hills Subdivision Unit 2, for an interior corner of this herein described tract; THENCE: N 81°03'52" W with the north line of said Lot 3, an interior line of this herein described tract, a distance of 263.52 feet to the POINT OF BEGINNING and containing 14.47 acres (630313.2 Sq. FL) of land more or less, TRACT 11, CURRENT ZONING AND USE — RS -6 AND VACANT TRACT II, PROPOSED ZONING AND USE- CN -1 Being 2.86 acres (124594.90 Sq. Ft.) of land more or Tess, being out of Tract 3, Mckinzie Partition, recorded in Volume 1450, Page 514, Deed Records Nueces County Texas and also being out of the F. W. Shaeffer Survey No. 417, Abstract No. 571, F. W. Shaeffer Survey No. 419, Abstract No. 570 and the A. E. Spohn Survey No.422, Abstract No. 850, situated in Corpus Christi, Nueces County Texas, being a portion of a caIIed 14.962 acre tract conveyed to MVR Construction Company, recorded under document No. 2013054702, Official Public Records ofNueces County, Texas; BEGINNING at a 5/8inch steel rebar found in the southwest right of way line of Up River Road (60' ROW), at the northeast comer of Lot 2, Maple HiIIs Subdivision Unit 2, as shown on the Plat or Map recorded in Volume 61 Page 72, Map Records of Nueces County, Texas, and also being the northwest corner of said 14.962 acre tract and this herein described tract; THENCE: S 63°17'06" E with the southwest right of way line of said Up River Road and the northeast line of said 14.962 acre tract and this herein described tract, a distance of 473.19 feet to a found 5.'8 inch steel rebar found for the northeast corner of said 14.962 acre tract and this herein described tract and also being the northwest corner of a called 19.758 acre tract conveyed to William E. Mckenzie Jr. Family LTD Partnership, as recorded under Document No. 2010040869, Official Records ofNueces County, Texas; THENCE: S 08°56'28" W with the east line of this herein described tract and the west line of said 19.758 acre tract, a distance of 204.04 feet to a point for the southeast corner of this herein described tract; THENCE: N 81°04'16" W across and into said 14.962 acre tract, with the south line of this herein described tract, a distance of450.86 feet to a point in the east line of Lot 4 Block 7, Maple Hills Subdivision Unit 2, as shown on the Plat or Map recorded in Volume 64 Pages 144- 145, Map Records of Nueces County, Texas„ for the southwest corner of this herein described tract; THENCE: N 08°58'03" E with the east line of said Lot 4 and said Lot 2 of said Maple Hills Subdivision Unit 2 and the west line of this herein described tract, a distance of 348.58 feet to the POINT OF BEGINNING and containing 2.86 acres (124594.90 Sq. Ft.) of land more or Tess. BEARINGS AND DISTANCES ARE BASED ON THE TEXAS STATE PLANE COORDLVATES}STEM NAD83 TEXAS SOUTH ZONE. THIS SURVEY WAS PERFORMED UNDER AfY DIRECT SCS PER J1SION AND 1S TRUE AND CORRECT TO THE REST OF MI' KNOWLEDGE AND BELIEF at eeetv..4- Joseph B. Crosby, RPLS # 5566 SEPTEMBER 23, 2014 2 S76 P.O.8. /TRACT I REILUNDER LOT 2 '1 2600.4. R-541.71' A-61.132' CreN13101'31"E el -703'36'4.4 N61-03 ea 41P.0.8.g TRACT II t) F9. CURRENT ZONING AND USE- RS -6 PROPOSED ZONING AND USE- CN -1 s TRACT u 2.66 Acres. 124594.90 Sq.& N61 U•orw 1 CURRENT ZONING AND USE- CN -1 RS -6 AND RSTF PROPOSED ZONING AND USE -RS -4.5 TRACT 1 14.47 Avec 630313.20 Sq.R. 32 w 263.52 w \\\\ %1 U\�1 :14\ • tity••,\,c. V.>• 00 1\ c• • \� \ TEXAS GEC) TECH LAND SURVEYING, INC 5625 S. STAPLES SUITE 32 CORPUS CHRISTI. TEXAS 78411 (361) 993-4848 Fax (361) 993-2955 EXHIBIT "B" SKETCH TO ACCOMPANY METES AND BOUNDS DESCRIPTION Scale: 1" = 200' feet Aerial Overview to ubjeci Properties ij; NVEti;;4 Wig ilia CM Hl; :51 Ll MAUR log maivai_r lb -EA" u�'rrrrrr� irrrr� Ili, goti 4„...emva. A. �MN1 yr ▪ rr�i�:11:61"11:77)41111:11::figi mIj �Tf �YY�I�Io !�� i.�a.n.q,i�+ir. ay� � 1 Wswir iii v�• � m reA,' —"'�lit '1 ' Q.=_ loll id Im sat wPwr 1 Aerial y>> 2/ \kk i . ©1■■»9.: , �a 3 °6 = Z t/Z i \ ' ' 2 PLANNING COMMISSION FINAL REPORT Case No.: 1114-01 HTE No. 14-10000038 Planning Commission Hearing Date: November 5, 2014 Applicant/Owners: MVR Construction Company Legal Description Tract 1: Being 14.47 acres out of Tract 3, McKinzie Partition and a portion of Lot 2 Block 7, Maple Hills Subdivision Unit 2 and all of Lot 4, Block 7, Maple Hills Subdivision Unit 2. Tract 2: Being 2.86 acres out of Tract 3, McKinzie Partition. Location: Along the east side of Deer Run Drive and south of Up River Road. Zoning Request Tract 1: From: "CN -1" Neighborhood Commercial District, "RS -6" Single -Family 6 District, "RS -TF" Two -Family District To: "RS -4.5" Single -Family 4.5 District Area: 14.47 acres Purpose of Request: To allow the construction of a single-family subdivision. Tract 2: From: "RS -6" Single -Family District To: "CN -1" Neighborhood Commercial District Area: 2.86 acres Purpose of Request: To allow neighborhood commercia type businesses. Existing Zoning District Existing Land Use Future Land Use Site Tract 1: "CN -1" Neighborhood Commercial, "RS -6" Single -Family 6, "RS -TF" Two -Family Tract 2:"RS-6" Single - Family Tract 1: Vacant Tract 2: Vacant Tract 1: Low Density Residential, Medium Density Residential and Commercial Tract 2: Low Density Residential North "CN -1" Neighborhood Commercial &"RS -6" Single -Family 6 Vacant Commercial South "RS -6" Single -Family 6 Low Density Residential Low Density Residential East "RS -6" Single -Family 6 Vacant Medium Density Residential and Commercial West "RS -6" Single -Family 6 and "RS -TF" Two -Family Low and Medium Density Residential and Public/ Semi - Public Low and Medium Density Residential and Public/ Semi - Public Case # 1114-01 MVR Construction Company 08 N c o E a o 5 Area Development Plan: The subject property is located within the boundaries of the Northwest Area Development Plan (ADP) and is planned for low and medium density residential uses. The proposed change of zoning to is partially consistent with the adopted Future Land Use Plan. Map No.: 060049 Zoning Violations: None Transportation and Circulation: The area to be rezoned has access to Deer Run Drive and Up River Road, which the Urban Transportation Plan shows as an 01 Collectors. Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Up River Road and Deer Run Drive 01 Collectors Existing 70' ROW 50' paved Not Available Staff Summary: Requested Zoning: The applicant is requesting a change of zoning from the "CN -1" Neighborhood Commercial District, "RS -6" Single -Family 6 District, "RS -TF" Two -Family District to the "RS -4.5" Single -Family 4.5 on Tract 1 to allow construction of single-family dwellings and from the "RS -6" Single -Family District to the "CN -1" Neighborhood Commercial District on Tract 2, which would result in an expansion of the current "CN -1" Neighborhood Commercial District to the immediate west of the property to allow neighborhood commercial type businesses. Development Plan: Tract 1: The applicant plans to develop the 14.47 acre property for a single- family residential subdivision. The proposed development will consist of 77 single-family residential lots. The minimum development standards for the "RS -4.5" Single -Family 4.5 District are 4,500 square foot lots, 45 -foot lot widths and 20 -foot front yard setbacks. The development plan proposes four local streets with access to Deer Run Drive. Street dedication and construction for the local streets will be a platting requirement as well as meeting infrastructure requirements of all master plans. Tract 2: The applicant plans to develop the 2.86 -acre property to allow neighborhood commercial type businesses with access to Up River Road. Existing Land Uses & Zoning: The subject property is undeveloped land. North and east of the subject property is property zoned "RS -6" Single -Family 6 District and is Case # 1114-01 MVR Construction Company currently vacant. South of the subject property is zoned "RS -6" Single -Family 6 District with low density residential dwellings. West of the subject property is zoned "RS -6" Single - Family 6 and "RS -TF" Two -Family District with a primary public school. 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 properties are within the boundaries of the Northwest ADP and the proposed rezonings are not consistent with the adopted Future Land Use Plan, which slates parts of the properties for medium density residential use and low density residential use. Although inconsistent with the Future Land Use Plan, the rezoning to a lower density residential use and neighborhood commercial use would be appropriate for this location and is consistent with the surrounding residential and commercial properties. Therefore, this rezoning is consistent with the Comprehensive Plan. Department Comments: • The proposed rezoning would not negatively impact the surrounding properties and the property to be rezoned is suitable for the proposed 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: Approval of the change of zoning from the : "CN -1" Neighborhood Commercial District, "RS -6" Single -Family 6 District, "RS -TF" Two -Family District to the "RS -4.5" Single -Family 4.5 on Tract 1 and from the "RS -6" Single -Family District to the "RS -6" Single -Family 6 District on Tract 2. Notification Number of Notices Mailed — 66 within 200 -foot notification area; 6 outside notification area As of November 17, 2014: In Favor — 3 inside notification area; 0 outside notification area In Opposition — 1 inside notification area; 1 outside notification area For 0.20% in opposition. Attachments: 1. Location Map (Existing Zoning & Notice Area) 2. Site Plan 1 Case # 1114-01 MVR Construction Company UPI waft sits gniItli4 SUBJECT PROPERT 400 80Feet \ Department Oate,Creai: 10/17 PFepareelley: ;EAR •YF Development Sett4es 14 CASE: 1114-01 ZONING & NOTICE AREA 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 HeIghborhood Commercial CR -1 Resort COMMemlal CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial CI Intensive Commercial 080 Downtown Commercial CR -a Resort Commercial FR Fann Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy industrial PU0 Planned Unl 0ev. Overlay RS -10 Single -Family 10 RS -6 Single -Family 6 R5-4.5 Single -Family 4.6 RS -TF Teo-FernIly 66-16 Single -Family 15 RE Residential Estate RS-TH TLWnhouse SP special Permit RV Recreational Vehicle Party RMH Manufactured Home Subject Propel tb 200 boxer 0,°,= 4 Owners within 200'lerban V Owner? attached ownership fable A. on appvsihen SUBJECT ;RO_P-_ERW LOCATION MAP City of Corpus Christi �¢d1"A AL4 P$T 0 gA �L�,4a �y0B5 Case # 1114-01 MVR Construction Company CURVE DATA CHART NUMBER 0 Q 0 T°1032' Q5 19.39'5^ 90'004? DELTA 109 0419' 47.30'53 2]97218' RADIUS TANGENT 10.0 33.40 365 15.82 552 4922 LEP 25 581.91' 32.01' 50.2 7.32 10.2 10.00 00°1014" 202 20.02 09'55"14" 901.10 43,50 53.1168" 90.7 2582 Q' 90'1994' 49.9? 50.01 78 6 ALL RADIUS DIMENSIONS ARE AT RO.w. AND JQ, STREET CENTERLINE 5.7„ e4, vgl< I1P 1,2 „n! =e I fl r PF g« rie.1. DEED REMUS Cr MULES GEM, $� gV ' Q4 la' z..CI S B �UF'DM ARE9ii n°uu x 1y. i3 s, 49 & j 51 w�'b T a1 n o !i 5 r •. 0 r i o �I f o 5 24 al .o.q 1 e �2. 1 E 8r E3 r 5 i I I '�Pq. ° r I 1 122 21 11 ' O I 1^ ' r i r. E BI $17,, 16 a �l Rl �11 re »f f , . ) 1+ 1 ori j 5W°, 1 b 2 oro 7 25 F r i 1 II I 'Nr I sao" - I&1 I lreowrs rl f I .leis c 4"`sT 8f f '15 zs,'rs i.a Af I 14 r I I j ^i l !� � r e1• Rr ' 11,1 In� 15s it 1¢n [ 1 L :,2 1 217 ' I I L r r_ 4 7 1ra�n; ii Qa, 36f04'16•E -- __J 41.5x• F 3 SPE4191G9CHE SURFACE T HOT PRIME COAT: 45- BASE CT , SD90RAOE:SLAP AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of December 9, 2014 Second Reading for the City Council Meeting of December 16, 2014 DATE: November 11, 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 Farm -Rural to Residential Estate For Benjamin Bearden and Karri Davis Property Address: 1728 Rand Morgan Road CAPTION: Case No. 1114-04 Benjamin Bearden and Karri Davis: A change of zoning from the "FR" Farm -Rural District to "RE" Residential Estate District. The property is described as being a 1.62 -acre tract of land out of the original 58.07 -acre F.J. Picha Tract, located on the east side of Rand Morgan Road between Goodnight Loving Trail and McNorton Road. PURPOSE: The purpose of the rezoning is to allow construction of a single-family dwelling unit. RECOMMENDATION: Planning Commission and Staff Recommendation (November 5, 2014): Approval of the change of zoning from the "FR" Farm -Rural District to "RE" Residential Estate District. BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "FR" Farm -Rural District to the "RE" Residential Estate District to allow the construction of a single-family dwelling unit on a 1.62 acre lot. Directly to the south of the property there are two lots being used as residential estates, which are lots between one to five acres. One of the lots directly abuts the subject property and has an existing single-family dwelling unit, while the other lot is vacant. Directly to the west of the property is the Northwest Crossing Unit 1 subdivision which is low density residential and zoned "RS -4.5" Single -Family 4.5 District. Approximately 345 feet further south on Rand Morgan is the McNorton Subdivision which is low density residential. Directly to the east is vacant land zoned "FR" Farm -Rural District. The amendment is compatible with the present zoning and conforming uses of nearby property and to the character of the surrounding area. The proposed rezoning would not have a negative impact on the surrounding neighborhood. ALTERNATIVES: Deny the request OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: This rezoning is not consistent with the Comprehensive Plan and the Port/Airport/Violet Area Development Plan. The area is slated for the transition of residential to light industrial uses. However, the existing residential estate lots are bigger lots with more open space which allow for the transition of the future land uses. 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 Ordinance amending the Unified Development Code ("UDC"), upon application by Benjamin Bearden and Karri Davis, ("Owners"), by changing the UDC Zoning Map in reference to a 1.62 -acre tract of land out of the original 58.07 -acre F.J. Picha Tract, from the "FR" Farm -Rural District to the "RE" Residential Estate 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 Benjamin Bearden and Karri Davis, ("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, November 5, 2014, during a meeting of the Planning Commission, and on December 9, 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 Benjamin Bearden and Karri Davis, ("Owners"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a 1.62 -acre tract of land out of the original 58.07 - acre F.J. Picha Tract, located on the east side of Rand Morgan Road between Goodnight Loving Trail and McNorton Road, (the "Property"), from the "FR" Farm -Rural District to the "RE" Residential Estate District (Zoning Map No. 058046), 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, 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: City Secretary Rebecca Huerta Nelda Martinez Mayor Ordinance_1114-04 Benjamin Bearden and Karri Davis.docx Page 2 of 2 LEGAL DESCRIPTION 1.62 ACRE TRACT EXHIBIT "A" BEING a 1.62 acre tract out of the original 58.07 acre F. J. Picha Tract, described in Volume 326, Page 87, Deed Records, Nueces County, Texas, said 1.62 acre tract being the same tract described in Document Number 2014019930, Deed Records, Nueces County Texas, and being more particularly described as follows: BEGINNING at a 5/8 inch iron rod found for the northwest comer of said 1.62 acre tract, same being the southwest corner of a 1.615 acre tract, as recorded in Volume 1912, Page 901, Deed Records, Nueces County, Texas and lying on the east right-of-way of Rand Morgan Road. THENCE North 89°17'34" East, along the north line of said 1.62 acre tract, a distance of 423.28 feet to a 5/8 inch iron rod found for the southeast comer of said 1.615 acre tract, same being the northeast corner of the herein described tract; THENCE South 00°42'26" East, with the east line of said 1.62 acre tract, same being the west line of a 25.628 acre tract, as recorded in Document Number 2010036915, Deed Records, Nueces County, Texas, a distance of 166.24 feet to a calculated point, from which a found 5/8 inch iron rod bears South 51°35'54" West, a distance of 0.51 feet, said calculated point being the southeast comer of the herein described tract; THENCE South 89°17'34" West, with the south line of said 1.62 acre tract, a distance of 422.98 feet to a 5/8 inch iron rod found for the northwest corner of said 1.615 acre tract, same being a point on the east right-of-way of Rand Morgan Road, and being the southwest corner of the herein described tract; THENCE North 0048'38" West, with the east right-of-way of Rand Morgan Road, same being the west line of said 1.62 acre tract, a distance of 166.24 feet to the POINT OF BEGINNING and containing 1.62 acres. NOTE: ALL BEARINGS ARE GRID BEARINGS BASED ON THE TEXAS COORDINATE SYSTEM FOR THE LAMBERT SOUTH ZONE NAD 1983 (CORS2011) EPOCH 2010. �r. k'Iq Stacey King Mora, RPLS Registered Professional Land Surveyor Texas Registration No. 6166 Naismith Engineering, Inc. TBPE F#355 TBPLS F# 100395-00 Date: ,, lu r 29 S W34519345-1.62 AGM & B,d°cx Exhibit A Page 1.of1 0 20 40 GRAPHIC SCALE N FEE; LEGEND N "4.1' • IRON ROD FOUND OBLOCK SYMBOL ® CALCULATED POINT PROPERTY LINE UTILITY EASEMENT - U.E. YARD REQUIREMENT - V.R. ROAD CENTERLINE -E MAP RECORDS DENOTES MAP RECORDS NUECES COUNTY, TEXAS DENOTES DEED RECORDS NUECES COUNTY, TEXAS DENOTES OFFICIAL PUBLIC RECORDS NUECES COUNTY, TEXAS 8 9 1 10 ryo 11 12 K O RAND MORGAN ROAD / FM 2292 (100' R.O.W.) PLAT OF BEARDEN - DAVIS BEING A REPLAT OF 1.62 ACRES, BLOCK 1, LOT 3, OUT OF THE ORIGINAL 58.07 ACRE F. J. PICHA TRACT DESCRIBED IN DEED OF RECORD IN VOLUME 326, PAGE 88, DEED RECORDS, NUECES COUNTY, TEXAS, AND BEING THE SAME TRACT AS DESCRIBED IN DOCUMENT NUMBER 2014019930, DEED RECORDS, NUECES COUNTY, TEXAS. 1.615 ACRES VOL. 1912, PG. 901 D.R., N.C., TX N89° 17' 34"E 423.28' 40' 01 LOT 3 112 1.62 AC. 70,341 SQ. FT. 0 SEE DETAIL "A" [Y� STATE OF TEXAS COUNTY OF NUECES does hereby certify that he is the owner of the lands embraced within the boundaries of the foregoing map; the easements shown hereon are hereby dedicated to the public for the installation, operation and maintenance of public utilities. This the day of By: Benjamin Bearden, Owner 2014. Karri Davis, Owner STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me by proven to me to be the person whose signature is made on the foregoing instrument of writing, and he acknowledged to me that he executed the same for the purpose and considerations therein expressed and in the capacity stated. Given under my hand and seal of office, this the day of 2014. Notary Public STATE OF TEXAS COUNTY OF NUECES I, Stacey King Mora, Registered Professional Land Surveyor, hereby certify that this survey map was prepared from an actual on the ground survey made under my direction and supervision, and represents the facts found at the time of survey, and that this survey substantially complies with the current standards adopted by the Texas Board of Professional Land Surveying. Stacey King Mora Registered Professional Land Surveyor Texas Registration No. 6166 Naismith Engineering, Inc. Date: $89° 17' 34"W 422.98 DETAIL "A" 1.615 ACRES VOL. 1912, PG. 903 D.R., N.C., TX STATE OF TEXAS COUNTY OF NUECES This plat of Bearden -Davis, approved by the Department of Development Services of the City of Corpus Christi, Texas, this the day of 20 14. Temple WIIl am son, P.E. Development Services Engineer STATE OF TEXAS COUNTY OF NUECES This plat of Bearden -Davis, approved by the Planning Commission on the behalf of the City of Corpus Christi, Texas, this the day of 20 14. Philip J. Ramirez, AIA, LEED-AP Daniel M. Grimsbo, P.E., A.I.C.P. Charman Secretary N ki PROJECT LOCATION D. r'T18 �aa,�cEa.wr„aazo,nk LOCATION MAP NOT TO SCALE GENERAL NOTES 1. TOTAL PLATTED AREA CONTAINS 1.62 ACRES OF LAND. 2. ALL BEARINGS ARE GRID BEARINGS BASED ON THE TEXAS COORDINATE SYSTEM FOR THE LAMBERT SOUTH ZONE (NAD 1983). 3. THE YARD REQUIREMENT AS DEPICTED, IS A REQUIREMENT OF THE UNIFIED DEVELOPMENT CODE AND IS SUBJECT TO CHANGE AS THE ZONING MAY CHANGE. 4. RECEIVING WATERS: THE RECEIVING WATER FOR THE STORM WATER RUNOFF FROM THIS PROPERTY IS THE OSO CREEK. THE TCEQ HAS NOT CLASSIFIED THE AQUATIC LIFE USE FOR THE OSO CREEK BUT IT IS RECOGNIZED AS AN ENVIRONMENTALLY SENSITIVE AREA. THE OSO CREEK FLOWS DIRECTLY INTO THE OSO BAY. THE TCEQ HAS CLASSIFIED THE AQUATIC LIFE USE FOR THE OSO BAY AS "EXCEPTIONAL" AND"OYSTER WATERS"AND CATEGORIZED THE RECEIVING WATER AS "CONTACT RECREATION" USE. 5. FEMA INFORMATION: PLOTTING THE PROPERTY BY SCALE ON FLOOD INSURANCE RATE MAP COMMUNITY -PANEL NO. 485464 0133 C MAP, INDICATES THE PROPERTY IS LOCATED IN FLOOD ZONE C, DEFINED AS AREA OF MINIMAL FLOODING. NOTE: PROPERTY MUST COMPLY WITH THE TEXAS DEPARTMENT OF TRANSPORTATION (TXDOT) TRAFFIC ACCESS MANAGEMENTPLAN STATE OF TEXAS COUNTY OF NUECES I, Diana T. Barrera, Clerk of the County Court in and for said Nueces County, Texas, hereby certify that the foregoing instrument of the plat of Bearden -Davis, dated the day of 2014, with its certificate of authentication was filed for record in my office this the day of 2014 at o'clock _.M. and duly recorded in Volume Page Map Records of Nueces County, Texas. Witness my hand and seal of said office in Corpus Christi, Texas, this the day of 2014. No. Diana T. Barrera Filed for record County Clerk At o'clock _.M. Nueces County, Texas 2014. By: Deputy W O 8 1 CIILP t zz 02,6 Z m LLI w ■3 :o a� Z aam ElbE SHEET 1 I of 1 Exhibit B Aerial Overview t N 1112 Aerial At N PLANNING COMMISSION FINAL ZONING REPORT Case No.: 1114-04 HTE No. 14-10000041 Planning Commission Hearing Date: November 5, 2014 Applicant & Legal Description Applicant/Owner: Benjamin Bearden and Karri Davis Legal Description/Location: Being a 1.62 -acre tract of land out of the original 58.07 -acre F.J. Picha Tract, located on the east side of Rand Morgan Road between Goodnight Loving Trail and McNorton Road. Zoning Request From: "FR" Farm -Rural District To: "RE" Residential Estate District Area: 1.62 acre Purpose of Request: To allow construction of a single-family dwelling unit. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "FR" Farm -Rural Vacant Light Industrial North "FR" Farm -Rural Vacant Light Industrial South "FR" Farm -Rural Residential Estate Light Industrial East "FR" Farm -Rural Vacant Light Industrial West "RS -4.5" Single Family Residential Low Density Residential Low Density Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Port/Airport/Violet Area Development Plan and is planned for light industrial uses. The proposed rezoning to the "FR" Farm -Rural is not consistent with the adopted Future Land Use Plan. Map No.: 058046 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 167 feet of frontage along Rand Morgan Road, which is a secondary arterial street. Zoning Report Case #1114-04 Benjamin Bearden and Karri Davis Page 2 Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume (2013) Rand MorganStreet Road Secondary Arterial 100' ROW 80' paved 100' ROW 80' paved 6,094 Staff Summary: Requested Zoning: The applicant is requesting a change of zoning from the "FR" Farm -Rural District to "RE" Residential Estate District to allow construction of a single family residential dwelling on a 1.62 -acre. Development Plan: The proposed project will consist of a single family dwelling unit on a 1.62 acre lot. Directly to the south of the property there are 2 lots being used as a residential estates. One of the lots directly abuts the subject property and has an existing single dwelling unit, while the other lot is vacant. Directly to the west of the property is the Northwest Crossing Unit 1 subdivision which is low density residential. Approximately 345 feet further south on Rand Morgan is the McNorton Subdivision which is low density residential. Directly to the east is vacant land zoned "FR" Farm - Rural District. Existing Land Uses & Zoning: North of the subject property is vacant and zoned "FR" Farm -Rural District. South of the subject property is a residential estate zoned "FR" Farm -Rural District. West of the subject property is low density residential zoned "RS - 4.5" Single Family 4.5 District. East of the subject property is vacant land zoned "FR" Farm -Rural 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 is in the Port/Airport/Violet Area Development Plan and is not consistent with the adopted Future Land Use Plan, which slates the property for the transition of residential to light industrial uses. Department Comments: • This rezoning is not consistent with the Comprehensive Plan and the Port/Airport/Violet Area Development Plan. The area is slated for the transition of residential to light industrial uses. However, the existing residential estate lots are bigger lots with more open space which allow for the transition of the future land uses. • The amendment is compatible with the present zoning and conforming uses of nearby property and to the character of the surrounding area. The existing surrounding neighborhood is low density residential. • The property to be rezoned is suitable for uses permitted by the zoning district that would be applied by the proposed amendment. Zoning Report Case #1114-04 Benjamin Bearden and Karri Davis Page 3 • The proposed rezoning would not have a negative impact on the surrounding neighborhood. Planning Commission and Staff Recommendation: Approval of the change of zoning from the "FR" Farm -Rural District to "RE" Residential Estate District. Notification Number of Notices Mailed — 20 within 200' notification area; 1 outside notification area As of November 14, 2014: In Favor — 0 (inside notification area); 0 (outside notification area) In Opposition — 0 (inside notification area); 0 (outside notification area) For 0.00% in opposition. Attachments: 1. Location Map (Existing Zoning & Notice Area) K:ADevelopmentSvcs\SHARED\Legistar\2014 CC Agenda Items \12-9-2014\1114-04 Benjamin Bearden and Karri Davis\Zoning Report - Benjamin Bearden and Rani Davis.docx RS - M ti 6 ti ti ti ti ti ti GOODNIGHT liOVING'TR 41 N N A N n , N ry N � N ,74 Q' N Fl .5 M a M 0 , M 1 M 4 M 0 0 ti RS 6 ti SPANISH TRL N 4 5 • 12 10 400 RAND'MORGAN'RD FR 2 1 8 SUBJECT PROPERTY C N"- 1 RS 6 O —C -G 1 MCNORTON RD 800 Feet Date Created: 10/2012014 Prepared By: LARRYF Department of Devblopment Services CASE: 1114-04 ZONING & NOTICE AREA 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 Subject Property O Owners with 200' buffer in favor 4 Owners within 200' listed on v Owners attached ownership table A in opposition SUBJECT PROPERTY LOCATION MAP 0 City of Corpus Christi AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of December 9, 2014 Second Reading for the City Council Meeting of December 16, 2014 DATE: November 7, 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 Farm Rural to Single Family For Related Investors, Ltd. Property Location: Rancho Vista Subdivision, South of Yorktown Boulevard, East of Rodd Field Road. CAPTION: Case No. 1114-03 Related Investors, Ltd.: A change of zoning from the "FR" Farm Rural District to the "RS -4.5" Single -Family 4.5 District, not resulting in a change to the Future Land Use Plan. The property is described as being 13.18 acres out of Lots 3 and 4, Section 24, Flour Bluff and Encinal Farm and Garden Tracts, located east of Rodd Field Road and south of Idle Hour Drive. PURPOSE: To rezone the property to allow construction of a single-family residential subdivision consisting of 57 units. RECOMMENDATION: Planning Commission and Staff Recommendation (November 5, 2014): Approval of the change of zoning from the "FR" Farm Rural 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 "FR" Farm Rural District to the "RS -4.5" Single -Family 4.5 District to allow construction of a single-family residential subdivision consisting of 57 units. The proposed rezoning is consistent with the adopted Future Land Use Plan and will not negatively affect the neighborhood. The property to be rezoned is considered to be suitable for the residential use. ALTERNATIVES: 1. Approve the Planning Commission/Staff recommendation. 2. Deny the requested rezoning. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The proposed change of zoning is consistent with the Comprehensive Plan and the adopted Future Land Use Plan, which slates the property for a low-density residential use. 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 Ordinance Ordinance amending the Unified Development Code ("UDC"), upon application by Related Investors, Ltd. ("Owner"), by changing the UDC Zoning Map in reference to a 13.18 -acre tract of land out of Lots 3 and 4, Section 24, Flour Bluff and Encinal Farm and Garden Tracts, from the "FR" Farm Rural District to the "RS -4.5" Single -Family 4.5 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Related Investors, 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, November 5, 2014, during a meeting of the Planning Commission, and on Tuesday, December 9, 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 Related Investors, Ltd. ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a 13.18 -acre tract of land out of Lots 3 and 4, Section 24, Flour Bluff and Encinal Farm and Garden Tracts (the "Property"), located east of Rodd Field Road and south of Idle Hour Drive, from the "FR" Farm Rural District to the "RS -4.5" Single -Family 4.5 District (Zoning Map No. 042029), 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, 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 1114-03 Related Investors, Ltd. -Ordinance Page 2 of 2 Exhibit A 13.18 Acre Zoning Tract STATE OF TEXAS COUNTY OF NUECES Job No. 39319.84.11 September 16th, 2014 Fieldnotes, for a 13.18 Acre Tract, of Lots 3 and 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 13.18 Acres, being more fully described by metes and bounds as follows: Commencing, on the common line of Lot 28 and Lot 29, Section 25, of the said Flour Bluff and Encinal Farm and Garden Tracts, 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, at 198.15 feet, pass the North comer 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 corner of the said Lot 29, continue with the common line of the said Lot 5 and the said Lot 4, in all 273.15 feet, to the Point of Beginning and East corner of this tract; Thence South 28°42'09" West, continuing with the common line of the said Lot 4 and Lot 5, 462.48 feet, for the South comer of this tract Thence, with the boundary of this tract as follows: • South 82°01'10" West, 845.02 feet; • North 04°29'28" East, 55.43 feet, for a corner of this tract and the beginning of a circular curve to the left, having a radius point which bears North 85°30'32" West, 1030.00 feet, a central angle of 01°41'03", a radius of 1030.00 feet, a tangent length of 15.I4 feet and an arc length of 30.28 feet • With the arc of the said circular curve to the left, 30.28 feet, for a corner of this tract • North 00°38'33" West, 123.94 feet, for a comer of this tract and the beginning of a circular curve to the left, having a radius point which bears South 85°54'29" West, 1030.00 feet, a central angle of 08°18'40", a radius of 1030.00 feet, a tangent length of 74.84 feet and an arc length of 149.41 feet; • With the arc of the said circular curve to the left, 149.41 feet, for a comer of this tract • North 12°24'11" West, 17.48 feet • North 12°28' 13" West, 124.01 feet, for a corner of this tract and the beginning of a circular curve to the right, having a radius point which bears North 81°48'56" East, 565.38 feet, a central angle of 08°26' 10", a radius of 56538 feet, a tangent length of 41.70 feet and an arc length of 83.25 feet; • With the arc of the said circular curve to the right, 83.25 feet, for a comer of this tract; • North 82°01'10" East, 526.81 feet; S:ISurveying1393191841110FF10EIMETES AND BOUNDS103931913411-I3.18Ac.doc Page 1 of 2 (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISII,TEXAS 78404 www,urbaneng.com TBPE Firm #145 TBPLS Firm #10032400 FAX (361)854-6001 • North 28°42'09" East, 170.73 feet; • South 61°17'51" East, 579.24 feet, to the Point of Beginning, containing 13.18 acres (574,188 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 ofNueces 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 Wba. Keith W. Wooley, R.P .S. License No. 5463 S:ISurveying139319'.B4111OFFICEMETES AND BOUNDS1039319B41I-13.18Ac.doc Page 2 of 2 TION MAP N.T.S 0 O (J3lua3 6).1!ddoys SZ uo!aoas SZ 10-1 `i CLZ , 151.60•ZOJES SL'A6l N I w I N 0 ~Ci Qr 0- 0 30, Section 25 O J A� ak Aooalirla :Jaum0) bG" uorp3as 101 meZ9$. M.60.ZP.8ZS Nr ;-1.-. o .1F V & ci m o o a Tr —Riga �1 ..- Ix - to 0 ^- z63 mwg N „b 4COOX Iii -'-,s 0(nfn0 J1 ZC) Cj 1:q l \ U �o vCj 0 E , Vi 0_ .- �Tl (.) 4ift"R wxl, ...., .4 8. 0) W # 0 cv 22 g ([ — W Onta hi C� Z NI Jw1113CI 0 0 ,a -OL L 3„ 60.ZP.9ZN The 0 QI 0 N -U O N N Oa c C-0 _T> • C O M O c U V O O la) E 1 U -' O M !� � N U _ NQ) _ oo_z 00 U O W < 0 0 } 0 O - 0 0 > O 0 0 ct O 03 0 0 ri 0 et 2 N had p 2 n n N N 2 2 J J 8 n R t •0 v r N G 1 0 R8 H U 0 O 0 0 0 rsi 13 Aerial Overview Aerial PLANNING COMMISION FINAL REPORT Case No. 1114-03 HTE No. 14-10000040 Planning Commission Hearing Date: November 5, 2014 Applicant & Legal Description Applicant/Representative: Related Investors, Ltd. Owner: Related Investors, Ltd. Legal Description/Location: Being 13.18 acres out of Lots 3 and 4, Section 24, Flour Bluff and Encinal Farm and Garden Tracts, located east of Rodd Field Road and south of Idle Hour Drive. Zoning Request From: "FR" Farm Rural District To: "RS -4.5" Single -Family 4.5 District Area: 13.18 acres Purpose of Request: To allow construction of a single-family residential subdivision consisting of 57 units. Existing Zoning and Land Uses Existing Zoning District ExistU eland Future Land Use Site "FR" Farm Rural Vacant Low Density Residential North "RS -4.5" Single -Family 4.5 Vacant Low Density Residential South "FR" Farm Rural Vacant Low Density Residential East "FR" Farm Rural Vacant Low Density Residential West "FR" Farm Rural Vacant Low 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 a low density residential use. The proposed change of zoning to the "RS -4.5" Single -Family 4.5 District is consistent with the adopted Future Land Use Plan. Map No.: 042029 Zoning Violations: None Zoning Report Case # 1114-03 Related Investors, Ltd. Page 2 Transportation Transportation and Circulation: This phase of the Rancho Vista Subdivision will have indirect access to Yorktown Boulevard, which is an "A3" Primary -Arterial Divided street. 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 are 30,000 to 48,000. Street Urban Transportation Plan Type Proposed Section Existing Section Yorktown Blvd. "A3" Primary - Arterial Divided Street 130' ROW, 79' paved 140' ROW 24' paved Traffic Volume (2011) N/A Staff Summary: Requested Zoning: The applicant is requesting a change of zoning from the "FR" Farm Rural District to the "RS -4.5" Single -Family 4.5 District, which allows for a minimum lot area of 4,500 square feet, a minimum lot width of 45 feet, and a 20 -foot front yard setback. The "RS -4.5" District allows for single-family detached houses and group homes. Zero lot line developments are permitted subject to limitations. A limited number of public and civic uses are allowed, subject to the restrictions necessary to preserve and protect the single-family character of the neighborhood. Applicant's Development Plan: The applicant is proposing the development of Unit 13 of the Rancho Vista Subdivision. The development will be constructed in one phase and will result in 57 single-family lots. The subject property will be platted and local residential streets will be constructed as part of the Rancho Vista Subdivision. Existing Land Uses & Zoning: South, east and west of the subject property is vacant land that is zoned "FR" Farm Rural District. An expansion of the Rancho Vista Subdivision is being constructed north of the property and is zoned "RS -4.5" Single - Family 4.5 District. The developer has plans to expand Rancho Vista ultimately to the Oso Creek. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Comprehensive Plan & Area Development Plan Consistency: The proposed change of zoning is consistent with the Comprehensive Plan and the adopted Future Land Use Plan, which slates the property for a low-density residential use. Plat Status: The subject property is not platted. Zoning Report Case # 1114-03 Related Investors, Ltd. Page 3 Department Comments: • Extension of the Rancho Vista Subdivision is consistent with the adopted Future Land Use Plan and is an appropriate use for this land. • The Zoning Map amendments are consistent with the Comprehensive Plan. • The "RS -4.5" Single -Family 4.5 District is compatible with the present zoning and conforming uses of nearby property and to the character of the surrounding area. • The property to be rezoned is suitable for uses permitted by the zoning district that would be applied by the proposed amendment. • The Zoning Map amendment does not have a negative impact upon the surrounding neighborhood. Planning Commission and Staff Recommendation (Nov. 5, 2014): Approval of the change of zoning from the "FR" Farm Rural District to the "RS -4.5" Single -Family 4.5 District. Public Notification Number of Notices Mailed — 2 within 200 -foot notification area 2 outside notification area As of November 7, 2014: In Favor — 0 (inside notification area); 0 (outside notification area) In Opposition — 0 (inside notification area); 0 (outside notification area) Totaling 0.00% of the land within the 200 -foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) K:\DevelopmentSvcs\SHARED\ZONING CASES \2014\1114-03 Related Investors, Ltd\Council Documents\1114-03 CC Report, Related Investors, Ltd.. docx RS -4.5 4t4t441, ��_RS-45 4141* Fh'ppR RS -4 5 0�� Q O 2 41t�I� 0 SUBJECT PROPERTY 400 800 Feet Date Created: 10/20/2014 Prepared By: LARRYF Department of Development Services CASE: 1114-03 ZONING & NOTICE AREA 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 CI cBD FR Bp Resort Commercial Resort Commercial Glnetensive Commercial Downtown Commercial Resort Commercial Farm Rural storic Overlay HBlusiness 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 bject Property Swuith 200' buffer •Owners in favor A Owners within 200' listed on V Owners Z attached ownership table A in opposition SUBJECT PROPERTY LOCATION MAP ■ City of AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of December 9, 2014 Second Reading for the City Council Meeting of December 16, 2014 DATE: November 19, 2014 TO: Ron Olson, City Manager FROM: Dan M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Amendment to the Unified Development Code: Trust Fund Policy CAPTION: Ordinance amending the Unified Development Code (UDC) revising subsections 8.5.1.0 and 8.5.2.1 clarifying the transfer of monies from trust funds; providing for severance, publication, and effective date. PURPOSE: The purpose of this item is to allow for transfer of monies between Water and Wastewater Trust Fund accounts to better carry out the purposes of this Unified Development Code. BACKGROUND AND FINDINGS: Many developers look to apply for reimbursement for qualified infrastructure requirements for plat recordation. However, the City's Unified Development Code (UDC) only allows reimbursement when there is monies available in the trust fund account from which the project qualifies. Otherwise, the developer is required to wait to submit for reimbursement at the time monies become available and at times long after they complete construction. Currently, there are several projects in line to be submitted for wastewater collection line reimbursement agreements. At this time, we are unable to process reimbursement agreements for trust fund accounts which do not have monies available as to avoid trust fund accounts from going into negative balances. There are two (2) water trust fund accounts and two (2) wastewater trust fund accounts as follows: Water Arterial Transmission & Grid Main Trust Fund; Water Distribution Main Trust Fund; Wastewater Trunk System Trust Fund; and Wastewater Collection Line Trust Fund. The proposed UDC revisions will allow for transfer of funds between all trust fund accounts in order to establish sufficiency of funds to better carry out the purposes of this Unified Development Code. ALTERNATIVES: Denial or alteration of the proposed UDC amendments. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed text amendments conform to City policy and State law. DEPARTMENTAL CLEARANCES: Planning Commission and Legal 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 recommend approval of the proposed UDC text amendments. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance Amending the Unified Development Code by revising subsections 8.5.1.0 and 8.5.2.1 clarifying the transfer of monies from trust funds; providing for severance, publication, and effective date. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding this amendment of the City of Corpus Christi, Texas ("City") Unified Development Code ("UDC"); WHEREAS, with proper notice to the public, public hearings were held on Wednesday, November 19, 2014, during a meeting of the Planning Commission, and on Tuesday, December 9, 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 to the UDC would best serve the public's health, necessity, and convenience and the general welfare of the City and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That UDC subsection 8.5.1.0 is amended by revising the text to read as follows: "8.5.1 C. Credits and Reimbursement "4. Review of Funds The City Council may, after a public hearing, transfer monies from one trust fund to the other in order to better carry out the purposes of this Unified Development Code. Water trust funds may be transferred to water trust funds or wastewater trust funds. Once every two years, the City Council shall review the adequacy of all fees and charges established herein and the sufficiency of the trust fund and may, after a public hearing, adopt a new schedule of fees and charges or transfcr monics from one trust fund to thc other in ordcr to bctter carry out thc purposcs of this Codc." SECTION 2. That UDC subsection 8.5.2.1 is amended by revising the text to read as follows: "8.5.2.1. Review of Funds The City Council may, after a public hearing, transfer monies from one trust fund to the other in order to better carry out the purposes of this Unified Development Code. Wastewater trust funds may be transferred to wastewater trust funds or water trust funds. Once every two years, the City Council shall review the adequacy of all fees and charges established herein and the sufficiency of the trust funds, and may, after a public hearing, adopt a new schedule of fees and charges or transfcr monics from one trust fund to thc othcr in ordcr to bctter carry out thc purposcs of this Codc." SECTION 3. If for any reason any section, paragraph, subdivision, sentence, clause, phrase, word, or provision of this Ordinance shall be held to be invalid or unconstitutional by final judgment of a court of competent jurisdiction, such judgment shall not affect any other section, paragraph, subdivision, sentence, clause, phrase, word, or provision of this Ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, sentence, clause, phrase, word, or provision of this Ordinance be given full force and effect for its purpose. The City Council hereby declares that it would have passed this Ordinance, and each section, paragraph, subdivision, sentence, clause, phrase, word, or provision thereof, irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses, phrases, words, or provisions be declared invalid or unconstitutional. SECTION 4. Publication shall be made in the City's official publication as required by the City's Charter. SECTION 5. This ordinance is effective immediately upon passage. 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 AGENDA MEMORANDUM First Reading for the City Council Meeting of December 9, 2014 Second Reading for the City Council Meeting of December 16, 2014 DATE: TO: FROM: November 21, 2014 Ronald L. Olson, City Manager Floyd Simpson, Chief of Police floyds@cctexas.com 886-2604 Accept additional grant funding from the Executive Office of the President, Office of National Drug Control Policy to support the Police Departments role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area (HIDTA). CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept additional grant funding in the amount of $3,000 from the Executive Office of the President, Office of National Drug Control Policy, to support the Police Departments role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area (HIDTA); and appropriating the $3,000 in the No. 1061 Police Grants Fund. PURPOSE: Appropriate additional funds. BACKGROUND AND FINDINGS: HIDTA has provided the additional funds to be used for equipment maintenance on existing computer systems. ALTERNATIVES: None OTHER CONSIDERATIONS: None 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 3,000 3,000 3,000 BALANCE 3,000 3,000 3,000 Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Award document Ordinance authorizing the City Manager or designee to execute all documents necessary to accept additional grant funding in the amount of $3,000 from the Executive Office of the President, Office of National Drug Control Policy, to support the Police Departments role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area (HIDTA); and appropriating the $3,000 in the No. 1061 Police Grants Fund. 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 additional grant funding in the amount of $3,000 from the Executive Office of the President, Office of National Drug Control Policy, to support the Police Departments role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area (HIDTA). SECTION 2. That $ 3,000 is appropriated in the No 1061 Police Grants Fund for funding the Police Department's role in the Texas Coastal Corridor Initiative in the HIDTA. 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 November 17, 2014 Chief Floyd Simpson Corpus Christi Police Department 321 John Sartain Street Corpus Christi, TX 78403 Dear Chief Simpson: Grant number GI3HN0006A has been increased and now totals $156,840.00. The original of Modification 2 is enclosed. If you accept this Modification, sign the Modification and return a copy to the Assistance Center in Miami. Keep the original Modification for your file. All terms and conditions of the original award apply to the Modification. If you have any questions pertaining to this grant award, please feel free to contact Lisa Newton at (202) 395-6639. Sincerely, Michael K. Gottlieb National HIDTA Director Enclosures Executive Office of the President Office of National Drug Control Policy AWARD Grant Page 1 of 1 1. Recipient Name and Address Chief Floyd Simpson Corpus Christi Police Department 321 John Sartain Street Corpus Christi, TX 78403 4. Award Number: G13HN0006A 5. Grant Period: From 01/01/2013 to 12/31/2014 1A. Subrecipient IRS/Vendor No. 6. Date: 11/17/2014 7. Action Initial Supplemental Subrecipient Name and Address 8. Supplement Number 2 X 2A. Subrecipient IRS/Vendor No.: 9. Previous Award Amount: $153,840.00 3. Project Title Multiple 10. Amount of This Award: $3,000.00 11. Total Award: $156,840.00 12. • The above grant is approved subject to such conditions or limitation as are set forth in the original Grant. 13. Statutory Authority for Grant: Public Law 113-6 RECIPIENT ACCEPTANCE 14. Typed Name and Title of Approving Official Michael K. Gottlieb National HIDTA Director 15. Typed Name and Title of Authorized Official Floyd Simpson Corpus Christi Police Department 16. Signature of Approving ONDCP Official L(GiAQd K. (iei3 17. Signature of Authorized Recipient/Date AGENCY USE ONLY 18. Accounting Classification Code DUNS: 069457786 EIN: 1746000574A5 19. HIDTA AWARD OND1070DB1314XX OND6113 OND2000000000 OC 410001 JID: 42906 Initiative Cash by HIDTA FY 2013 Current Budget (net of reprogrammed funds) HIDTA Agency Name Initiative Houston Total 11/17/2014 3:01:17 PM Corpus Christi Police Department Texas Coastal Corridor Initiative (TCCI) Agency Tota/ : Corpus Christi Police beparta7eht Cash Type Grant 156,840.00 Investigation G13HN0006A 156,840.00 156,840.00 Quantity Amount Budget Detail 2013 - Houston Initiative - Texas Coastal Corridor Initiative (TCCI) Award Recipient - Corpus Christi Police Department (G13HN0006A) Resource Recipient - Corpus Christi Police Department Current Budget (net of reprogrammed funds) $3,000.00 Services $3,000.00 Total Services $3,000.00 Total Budget $3,000.00 Page 1 of 1 11/17/2014 3:01:18 PM 4CORPOR RI 1852 0 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of Dec. 9, 2014 Second Reading Ordinance for the City Council Meeting of Dec. 16, 2014 DATE: November 18, 2014 TO: Ronald L. Olson, City Manager FROM: Robert Rocha, Fire Chief rrocha@cctexas.com (361) 826-3932 Acceptance of a check from HEB Grocery Company LP in the amount of $10,000.00 as a donation to support the Corpus Christi Fire Department Smoke Alarm Program CAPTION: Ordinance authorizing the City Manager or designee to accept a donation from HEB Grocery Company LP in the amount of $10,000.00 to be used to support the Corpus Christi Smoke Alarm Program; and appropriating $10,000.00 from HEB Grocery Company LP into the Fire Grant Fund No 1062 PURPOSE: Each year thousands of H -E -B Partners (employees) participate with the Helping Heroes service project. Helping Heroes honors September 11th as a National Day of Service and Remembrance that pays tribute to the men and women of the rescue teams who risked and lost their lives at the World Trade Center. To celebrate. the 10th anniversary of Helping Heroes, H -E -B is donating $10,000.00 to the Corpus Christi Fire Department's Smoke Alarm Program. The Fire Department will purchase smoke alarms and provided them to the public upon request. ALTERNATIVES: If we don't accept the donation, we will have to seek alternative funding. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval of ordinance to accept and appropriate donation funds. EMERGENCY / NON -EMERGENCY: Staff is requesting a non -emergency reading to this routine, non -controversial item. DEPARTMENTAL CLEARANCES: Legal Finance — Grants and Office of Management and Budget. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ 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 $10,000.00 $10,000.00 BALANCE $10,000.00 $10,000.00 Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of this ordinance to execute all documents necessary to accept the donation and appropriate the funds in the amount of $10,000.00. LIST OF SUPPORTING DOCUMENTS: 1) Ordinance Ordinance Authorizing the City Manager or designee to accept a donation from HEB Grocery Company LP in the amount of $10,000.00 to be used to support the Corpus Christi Smoke Alarm Program; and appropriating $10,000.00 from HEB Grocery Company LP into the Fire Grant Fund No. 1062 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to accept a donation from HEB Grocery Company LP in the amount of $10,000.00 to be used support the Corpus Christi Smoke Alarm Program. SECTION 2. That $10,000.00 from HEB Grocery Company LP is appropriated in the Fire Grant Fund No. 1062 to be used to purchase smoke alarms. 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 Alien 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 Alien 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 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of Dec. 9, 2014 Second Reading Ordinance for the City Council Meeting of Dec. 16, 2014 DATE: TO: Ronald L. Olson, City Manager November 18, 2014 FROM: Robert Rocha, Fire Chief rrocha@cctexas.com (361) 826-3932 Acceptance of a check from Koch Companies Public Sector, LLC in the amount of $10,000.00 as a donation from their 2014 Helping Heroes Grant Program. CAPTION: Ordinance authorizing the City Manager or designee to accept a grant from Koch Companies Public Sector, LLC 2014 Helping Heroes Grant Program in the amount of $10,000.00 to be used to train firefighters in ship board firefighting; and appropriating $10,000.00 from Koch Companies Public Sector; LLC into the Fire Grant Fund No. 1062 PURPOSE: Koch Companies Public Sector, LLC has forwarded to the Corpus Christi Fire Department a check in the amount of $10,000.00 as a grant from their Helping Heroes Grant Program. The funds are to be used to train our firefighters in Ship Board Firefighting. No application was required. ALTERNATIVES: If we don't accept the grant, we will have to seek alternative funding. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval of ordinance to accept and appropriate grant funds. EMERGENCY / NON -EMERGENCY: Staff is requesting a non -emergency reading to this routine, non -controversial item. DEPARTMENTAL CLEARANCES: Legal Finance — Grants and Office of Management and Budget. 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 $10,000.00 $10,000.00 BALANCE $10,000.00 $10,000.00 Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of this ordinance to execute all documents necessary to accept the grant and appropriate the funds in the amount of $10,000.00. LIST OF SUPPORTING DOCUMENTS: 1) Ordinance Ordinance Authorizing the City Manager or designee to accept a grant from Koch Companies Public Sector, LLC 2014 Helping Heroes Grant Program in the amount of $10,000.00 to be used to train firefighters in ship board firefighting; and appropriating $10,000.00 from Koch Companies Public Sector, LLC into the Fire Grant Fund No. 1062 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to accept a grant from Koch Companies Public Sector, LLC 2014 Helping Heroes Grant Program in the amount of $10,000.00 to be used to train firefighters in ship board firefighting. SECTION 2. That $10,000.00 from Koch Companies Public Sector, LLC is appropriated in the Fire Grant Fund No. 1062 to be used to train firefighters in ship board firefighting. 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 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of December 9, 2013 Second Reading Ordinance for the City Council Meeting of December 16, 2013 DATE: TO: Ronald L. Olson, City Manager 11/3/14 FROM: Annette Rodriguez, Director of Public Health AnnetteR@cctexas.com 361-826-7203 Women, Infants and Children (WIC) grant FY 14-15 Approval of grant award and appropriation of funds CAPTION: Ordinance authorizing the City Manager, or his designee, to execute all documents necessary to accept and appropriate a grant in the amount of $963,369.00 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide funds for the Women, Infants, and Children (WIC) program for the contract period of October 1, 2014 to September 30, 2015; and to ratify acceptance of the grant to begin as of October 1, 2014. PURPOSE: The Women's, Infant and Children's Grant allows the Health District WIC division to educate and help improve the diets of infants, children, and pregnant, postpartum, and breastfeeding women who are eligible for the program through low income and nutrition - related risks. DACKGROUND AND FINDINGS: The special supplemental nutrition program for women, infants, and children (WIC) is a health and nutrition program that improves the diets of infants, children, and pregnant, postpartum, and breastfeeding women who are eligible for the program through Iow income and nutrition -related risks. This item approves a contract with the Department of State Health Services to provide services at the Corpus Christi-Nueces County Public Health District to over 5,000 Iow income women, infants, and children per month. The contract will begin on 10/01/2014 through 09/30/2015. No matching funds required. ALTERNATIVES: Discontinue WIC Program at the Corpus Christi-Nueces County Public Health District. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds EMERGENCY/NON-EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Finance -Federal Grants and office of management and budget FINANCIAL IMPACT: X Operating o Revenue o Capital o Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $963,369 $963,369 Encumbered / Expended Amount This item BALANCE $963,369 $963,369 Fund(s):1066 Comments: No matching funds required. RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Ordinance 2015- NSS/WIC Local Agency Contract Ordinance authorizing the City Manager, or his designee, to execute all documents necessary to accept and appropriate a grant in the amount of $963,369.00 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide funds for the Women, Infants, and Children (WIC) program for the contract period of October 1, 2014 to September 30, 2015; and to ratify acceptance of the grant to begin as of October 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 $963,369.00 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide funds for the Women, Infants, and Children (WIC) program, based on a $12.71 reimbursement for each participant served for the contract period of October 1, 2014 to September 30, 2015. (Contract # 2015-047290-001). Section 2. The City Council ratifies acceptance of the grant to begin as of October 1, 2014. A copy of the documents 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 , 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 DAVID L. LAKEY, M.D. COMMISSIONER TEXAS DEPARTMENT OF STATE HEALTH SERVICES September 9, 2014 Ms. Christina Zamarripa, WIC Director LA #38, Corpus Christi-Nueces County Public Health District 1702 Horne Road Corpus Christi, TX 78416 Dear Ms. Zamarripa: 1100 West 49th Street • Austin, Texas 78756 P.O. Box 149347 • Austin, Texas 78714-9347 1-888-963-7111 • www.dshs.state.tx.us TDD: 1-800-735-2989 FY 2015 WIC contracts, effective dates October 1, 2014 through September 30, 2015, are currently being prepared and entered into our system. A breakdown of the total "not -to -exceed" is outlined in the table below. A copy of the contract will be sent to agencies for signature once all have been entered in late September. In order to help your agency with budgeting, we have provided you with the following funding amounts: Project Project Contact Initial Amount Type of Allocation Admin NE BF WIC Funding Benny Jasso benny.jasso@dshs.state.tx.us $826,404.00 X X X (512) 341-4573 Peer Counselor Kristina Arrieta kristina.arricta@dshs.state.tx,us $55,000.00 X (512) 341-4593 Registered Dietitian Angela Gil angela.gil@dshs.state.tx.us $53,965.00 X X X (512) 341-4590 Obesity Prevention Angela Gil angela.gil@dshs.state.tx.u.s $20,000.00 X (512) 341-4590 Lactation Services Tracy Erickson tracy.erickson@dshs.state.tx.us $8,000.00 X (512) 341-4521 Total Contract "Not to Exceed" Amount $963,369.00 Please note that these are initial funding amounts. These amounts may be adjusted at any time during the contracting period. Your agency will be notified by Letter of Amendment for any adjustments to your funding. Letters of Amendments for the Dietetic Internship will be sent out separately at a later date. An Equal Employment Opportunity Employer and Provider Ms. Christina Zamarripa, WIC Director LA #38, Corpus Christi-Nueces County Public Health District September 9, 2014 Page 2 In order for the State Agency to track these expenditures, please bill for each of these projects on separate State of Texas Purchase Vouchers (B-13). In order to capture all special project expenditures, continue to bill on a separate voucher even if you exceed the allocation amount listed above. Any amount over your allocation will be charged appropriately to your regular funding. Remember to label each voucher with the specific project name you are billing for, as well as listing allocations to Administrative (Admin), Nutrition Education (NE) and Breast feeding (BF) costs. Vouchers without allocations listed will not be applied toward your NE or BF expenditures. Grants that may only be allocated to one category will be applied to that category without any need for allocations. This letter is approval for funding only. It does not relieve the agency from seeking additional approvals as required by WIC Policy. Requests for purchases should be submitted electronically to the Contract Development and Support Branch email box at: cdsb@dshs.state.tx.us. If you have any questions or require additional information regarding your special projects, please use the project contact information listed above. Questions concerning billing should be directed to Alisin Genfan at (512) 776-3156, or alisin.genfan@dshs.state.tx.us. Sincerely, CZ111-0(Lindsay Rodgers, D ctor Nutrition Services Section AG:klr An Equal Employment Opportunity Employer and Provider Special Projects (August 27, 2014) Note: Not all agencies are approved for all special projects. Please refer to cover letter. Peer Counselor — This funding can be used for training and salaries of peer counselors who assist pregnant and breastfeeding WIC participants. It can also be used for communication equipment you may have requested and travel expenses peer counselors may incur in the course of performing their job duties or attending training and/or conferences. Please note: the peer counselor allocation in this contract is not your entire FY 2014 allocation. The State Agency will provide the second six months of funding once the contract is extended to a full year. This will happen through a contract amendment which will be sent out at a later date. Allocations are made based upon the following criteria: number of pregnant and breastfeeding women served, retaining counselors established with previous discretionary funding, prevalence of serving rural and remote locations, and breastfeeding rates. Registered Dietitian (RD) — Use this special funding for reimbursement of RD duties such as: • Assisting with the Quality Assurance Program (i.e., ongoing evaluation of individual counseling, nutrition education classes, clinical procedures, etc.). • Assisting with the implementation of Value Enhanced Nutrition Assessment (VENA). • Providing staff training on nutrition -related topics and nutrition assessment procedures. • Assisting with your local agency's WIC Certification Specialist Program. • Developing and implementing a quality assurance program. • Assisting with completion and application of the Nutrition Education, Breastfeeding and Training Plan. • Providing high-risk individual counseling. • Conducting facilitated discussion nutrition education classes. • Consultation regarding the appropriate issuance of special formulas. • Developing and implementing the Obesity Prevention Mini Grant. Please note the following: • All local agencies are required to have an RD on staff or on contract (WIC Policy GA:14.0). • You must follow Policy AC: 16.0 — Allowable Costs — Professional Contract Services, when securing the services of an RD consultant via contract. • Use a separate State of Texas Purchase Voucher (form B-13) to bill the state for RD services funded by this special allocation. Specify on the face of the voucher that this is reimbursement for an RD consultant or to defray the cost of a staff RD. • Prior to contracting with the RD, the RD should provide you with a copy of his/her registration card from the Commission on Dietetic Registration. This is proof that the consultant is an RD. The State Agency plans to reallocate any unused RD funds later this fiscal year. At that time, funds will be shifted from local agencies that have not used their funds to local agencies that need additional funding. Obesity Prevention Mini Grant (OPMG) — OPMG funding may be used to pay for staff time and expenses related to the project as detailed in your accepted project budget. Please be advised that acceptance of your project does not relieve you of the responsibility to seek State Agency approval for a specific dollar threshold related to particular items if State Policy requires it. An Equal Employment Opportunity Employer and Provider Special Projects (August 27, 2014) Page 2 Lactation Services — Funds are being provided to help your agency provide breastfeeding assistance to WIC participants and WIC staff. This funding can be used for contract or regular WIC employees. You will be reimbursed for the following expenses: • To reimburse local agencies for fees paid to: • Counsel WIC moms with breastfeeding problems that are beyond the expertise of WIC staff. • Provide training to WIC staff, conduct special breastfeeding classes or support group sessions, or assist with WIC -sponsored workshops for health-care professionals. • To reimburse local agency staff for fees paid to prepare for (i.e., study materials) or take the International Board of Lactation Consultant Examiners (IBLCE) exam. See www.iblce.orq for more information. • To pay for equipment that would complement lactation consults such as nipple shields and shells, nursing bras, large and extra -large breast pump flanges, and supplemental nursing systems. • To pay for staff reference books and teaching aids such as breastfeeding dolls, stuffed breasts, belly balls, flip charts and other teaching tools. • To pay for equipment to establish and supply a nursing room to be used for lactation consultations and a private place for WIC moms to nurse and pump. Examples include chairs, pillows, stools, side table, lamps, peer counselor desk and chair, and dividers for privacy. An Equal Employment Opportunity Employer and Provider AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of December 9, 2014 Second Reading Ordinance for the City Council Meeting of December 16, 2014 DATE: October 28, 2014 TO: Ronald L. Olson, City Manager FROM: Annette Rodriguez, Director of Public Health Annetter@cctexas.com 361-826-7205 Health Education 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 total grant amount of $50,000 from the Texas Department of State Health Services (DSHS) in the Health Grants Fund No. 1066 to provide funds to implement systems and strategies that address one or more Texas Healthy Communities priority indicators for the contract period of October 1, 2014, through September 30, 2015; and to ratify acceptance of the grant to begin as of October 1, 2014. PURPOSE: The grant funding will be utilized by the Corpus Christi-Nueces County Health District to implement targeted, evidence -based community systems and environmental change strategies that address one or more of the Texas Healthy Communities priority indicators, which include: Indicator 1: Physical Activity Indicator 2: Nutrition Indicator 3: Breastfeeding Indicator 4: Schools Indicator 5: Worksites Indicator 6: Comprehensive Tobacco Control Indicator 7: Cardiac and Stroke Response Indicator 8: Health Care Quality BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a total grant amount of $50,000 to provide funding for public health education services beginning October 1, 2014 through September 30, 2015, to fund personnel, fringe benefits and supplies to support the program that will address T e x a s Healthy Communities priority indicators. ALTERNATIVES: Not accept the grant award OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal Finance -State Grant and Office of Management and Budget. 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 $50,000 $50,000 BALANCE $50,000 $50,000 Fund(s): Comments: None RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Contract No. 2015-047255 Ordinance authorizing the City Manager, or h i s designee to execute all documents necessary to accept and appropriate a grant in the amount of $50,000 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide funds to implement systems and strategies that address one or more Texas Healthy Communities priority indicators for the contract period of October 1, 2014, through September 30, 2015; and to ratify acceptance of the grant to begin as of October 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 $50,000 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide funds to implement evidence -based community systems and environmental change strategies that address, for the contract (Contract #2015-047255) period of October 1, 2014 through September 30, 2015, one or more Texas Healthy Communities priority indicators, which include: Indicator 1: Physical Activity Indicator 2: Nutrition Indicator 3: Breastfeeding Indicator 4: Schools Indicator 5: Worksites Indicator 6: Comprehensive Tobacco Control Indicator 7: Cardiac and Stroke Response Indicator 8: Health Care Quality Section 2: Further the City Council ratifies acceptance of the grant to begin as of October 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 , 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 Nelda Martinez City Secretary Mayor CONTRACT NO. 2015-047255 PROGRAM ATTACHMENT NO. 001 PURCHASE ORDER NO. CONTRACTOR: CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT DSHS PROGRAM: Health Promotions & Chronic Disease Prevention - Texas Healthy Communities TERM: 10/1/2014 THRU: 09/30/2015 SECTION I. STATEMENT OF WORK: The Texas Department of State Health Services (DSHS) will contract to implement targeted, evidence -based community systems and environmental change strategies that address one or more of the following Texas Healthy Communities (TXHC) priority indicators: Indicator 1: Physical activity Indicator 2: Nutrition Indicator 3: Breastfeeding Indicator 4: Schools Indicator 5: Worksites Indicator 6: Comprehensive Tobacco Control Indicator 7: Cardiac and Stroke Response Indicator 8: Health Care Quality Contractor will work with a local public/private planning group to plan and implement the identified strategies. Contractor will provide DSHS staff with monthly project status reports, via telephone call on the dates listed in Section II, Performance Measures of this Program Attachment (unless otherwise agreed to in writing by DSHS), to discuss the following: 1) Implementation status, 2) barriers and methods to address those barriers, 3) opportunities to enhance the activities, 4) lessons learned, and 5) next steps. Other calls may be added as appropriate with Contractor and DSHS Program staff. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Contractor's expenditures on a quarterly basis. If expenditures are below what is projected in Contractor's total Program Attachment amount, Contractor's budget may PROGRAM ATTACHMENT — Page 1 be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety (90) days may result in a decrease in funds. SECTION II. PERFORMANCE MEASURES: The following performance measures will be used to assess, in part, Contractor's effectiveness in providing the services described in this Program Attachment without waiving the enforceability of any of the other terms of the Program Attachment. Contractor shall: 1. Conduct and complete the Texas Healthy Communities Assessment (DSHS will review and approve the assessment prior to final submission in Performance Management and Tracking System (PMATS)) on or before November 15, 2014. 2. Develop and complete the Project Work Plan in conjunction with DSHS. The Project Work plan must be reviewed and approved by DSHS prior to the submission date. The Work plan must include objective with supporting activities that address indicators in the TXHC assessment identified as needing improvement on or before December 15, 2014. 3. Develop an Evaluation Plan and submit to DSHS on or before January 30, 2015 for DSHS Program review. 4. Provide an Interim Progress Report on or before March 31, 2015 to include: summary of all items/activities conducted to date; detailed description of progress toward achieving objectives and activities; and barriers. 5. Provide a Final Progress Report to include: summary of all items/activities conducted to date; detailed description of progress toward achieving objectives and activities; plans for sustaining activities once funding has ended; and barriers/lessons learned. Submission of Final Report must fully address any feedback from DSHS based on draft final report and must be submitted on or before September 15, 2015. 6. Participate in twelve (12) monthly feedback calls (monthly project status reports) with DSHS Program to be conducted on or before the following dates: October 31st, November 28th, December 31St, January 30th, February 27th, March 31St, April 30th, May 29th, June 30th, July 31st, August 31st, September 30th, and submit the collaborative monthly report to DSHS within one week of the call. Contractor shall submit all reports, documentation, and other information as required to the following electronic email address: TXHC@dshs.state.tx.us. SECTION III. SOLICITATION DOCUMENT: Exempt -Governmental Agency PROGRAM ATTACHMENT — Page 2 SECTION IV. RENEWALS: No Renewals SECTION V. PAYMENT METHOD: Cost Reimbursement Funding is further detailed in the attached Categorical Budget and, if applicable, Equipment List. SECTION VI. BILLING INSTRUCTIONS: Contractor shall request payment using the State of Texas Purchase Voucher (Form B-13) and acceptable supporting documentation for reimbursement of the required services/deliverables. The B-13 can be found at the following link: http://www.dshs.state.tx.us/grants/forms/bl3form.doc . Vouchers and supporting documents should be mailed or submitted by fax or electronic mail to the addresses/number below. Department of State Health Services Claims Processing Unit, MC1940 PO Box 149347 Austin, TX 78714-9347 The fax number for submitting State of Texas Purchase Voucher (Form B-13) to the Claims Processing Unit is (512) 776-7442. The email address is invoices@dshs.state.tx.us . SECTION VII. BUDGET: Cost Reimbursement Funding is further detailed in the attached Categorical Budget and, if applicable, Equipment List SOURCE OF FUNDS: CFDA #: DUNS Number: 069457786 PROGRAM ATTACHMENT — Page 3 SECTION VIII. SPECIAL PROVISIONS: General Provisions, Article XV, General Terms, Section 15.15, Amendment, is amended to include the following: Contractor must submit all amendment and revision requests in writing to the Division Contract Management Unit at least ninety (90) days prior to the end of the term of this program attachment. PROGRAM ATTACHMENT — Page 4 2015-047255-001 Categorical Budget: PERSONNEL $31,200.00 FRINGE BENEFITS $14,976.00 TRAVEL $1,091.00 EQUIPMENT $0.00 SUPPLIES $2,733.00 CONTRACTUAL $0.00 OTHER $0.00 TOTAL DIRECT CHARGES $50,000.00 INDIRECT CHARGES $0.00 TOTAL $50,000.00 DSHS SHARE $50,000.00 CONTRACTOR SHARE $0.00 OTHER MATCH $0.00 Total reimbursements will not exceed $50,000.00 Financial status reports are due: 01/30/2015, 04/30/2015, 07/31/2015, 11/16/2015 Fiscal Year 2015 Department of State Health Services Contract General Provisions (Core/Subrecipient) Table of Contents ARTICLE I CONTRACT COMPONENTS; ORDER OF PRECEDENCE 5 Section 1.01 Contract Components 5 Section 1.02 Order of Precedence 5 ARTICLE II COMPLIANCE AND REPORTING 5 Section 2.01 Compliance with General Provisions, Statutes and Rules 5 Section 2.02 Compliance with Requirements of Solicitation Document 5 Section 2.03 Reporting 6 Section 2.04 Client Financial Eligibility 6 Section 2.05 Applicable Contracts Law and Venue for Disputes 6 Section 2.06 Applicable Laws and Regulations Regarding Funding Sources 6 Section 2.07 Statutes and Standards of General Applicability 6 Section 2.08 Applicability of General Provisions to Interagency and Interlocal Contracts8 Section 2.09 Civil Rights Policies and Complaints 9 Section 2.10 Licenses, Certifications, Permits, Registrations and Approvals. 10 Section 2.11 Funding Obligation 10 Section 2.12 Whistleblower Protection 10 Section 2.13 Federal Assistance Identification Number 10 ARTICLE III SERVICES 11 Section 3.01 Education to Persons in Residential Facilities 11 Section 3.02 Disaster Services 11 Section 3.03 Consent to Medical Care of a Minor 11 Section 3.04 Telemedicine Medical Services 11 Section 3.05 Fees for Personal Health Services 12 Section 3.06 Cost Effective Purchasing of Medications. 12 Section 3.07 Services and Information for Persons with Limited English Proficiency. 12 ARTICLE IV FUNDING 13 Section 4.01 Debt to State and Corporate Status 13 Section 4.02 Application of Payment Due 13 Section 4.03 Use of Funds 13 Section 4.04 Use for Match Prohibited 13 Section 4.05 Program Income 13 Section 4.06 Nonsupplanting 14 ARTICLE V PAYMENT METHODS AND RESTRICTIONS 14 Section 5.01 Payment Methods 14 Section 5.02 Billing Submission 14 Section 5.03 Final Billing Submission. 14 Section 5.04 Working Capital Advance. 15 Section 5.05 Financial Status Reports (FSRs). 15 Section 5.06 Third Party Payors 15 ARTICLE VI TERMS AND CONDITIONS OF PAYMENT 16 General Provisions (Core Subrecipient) 2015 (July 1, 2014) 1 Section 6.01 Prompt Payment 16 Section 6.02 Department Review 16 Section 6.03 Withholding Payments 16 Section 6.04 Condition Precedent to Requesting Payment 16 Section 6.05 Acceptance as Payment in Full 16 ARTICLE VII ALLOWABLE COSTS AND AUDIT REQUIREMENTS 17 Section 7.01 Allowable Costs 17 Section 7.02 Independent Single or Program -Specific Audit 18 Section 7.03 Submission of Audit 18 ARTICLE VIII CONFIDENTIALITY 19 Section 8.01 Maintenance of Confidentiality 19 Section 8.02 Department Access to PHI and Other Confidential Information 19 Section 8.03 Exchange of Client -Identifying Information 19 Section 8.04 Security of Patient or Client Records. 19 Section 8.05 HIV/AIDS Model Workplace Guidelines 20 ARTICLE IX REQUIRED DISCLOSURES 20 Section 9.01 Texas Public Information Act 20 ARTICLE X RECORDS RETENTION 20 Section 10.01 Retention. 20 ARTICLE XI ACCESS, INSPECTION AND AUDIT OF RECORDS 21 Section 11.01 Access and Inspection. 21 Section 11.02 State Auditor's Office. 21 Section 11.03 Responding to Deficiencies. 21 ARTICLE XII NOTICE REQUIREMENTS 22 Section 12.01 Child Abuse Reporting Requirement 22 Section 12.02 Significant Incidents 22 Section 12.03 Litigation 22 Section 12.04 Contract or License Action Against the Contractor. 22 Section 12.05 Insolvency. 23 Section 12.06 Misuse of Funds and Performance Malfeasanc 23 Section 12.07 Criminal Activity and Disciplinary Action 23 Section 12.08 Retaliation Prohibited 24 Section 12.09 Documentation 24 ARTICLE XIII ASSURANCES AND CERTIFICATIONS 24 Section 13.01 Certification. 24 Section 13.02 Child Support Delinquencies 25 Section 13.03 Authorization 25 Section 13.04 Gifts and Benefits Prohibited 25 Section 13.05 Ineligibility to Receive the Contract 25 Section 13.06 Antitrust 26 Section 13.07 Initiation and Completion of Work. 26 ARTICLE XIV GENERAL BUSINESS OPERATIONS OF CONTRACTOR 26 General Provisions (Core Subrecipient) 2015 (July 1, 2014) 2 Section 14.01 Responsibilities and Restrictions Concerning Governing Body, Officers and Employees. 26 Section 14.02 Management and Control Systems 27 Section 14.03 Insurance 27 Section 14.04 Fidelity Bond 27 Section 14.05 Liability Coverage 28 Section 14.06 Overtime Compensation 28 Section 14.07 Program Site 28 Section 14.08 Cost Allocation Plan 28 Section 14.09 No Endorsement 29 Section 14.10 Historically Underutilized Businesses (HUBs) 29 Section 14.11 Buy Texas 29 Section 14.12 Contracts with Subrecipient and Vendor Subcontractors 29 Section 14.13 Status of Subcontractors 30 Section 14.14 Incorporation of Terms in Subrecipient Subcontracts 30 Section 14.15 Independent Contractor 30 Section 14.16 Authority to Bind 31 Section 14.17 Tax Liability 31 Section 14.18 Notice of Organizational Change 31 Section 14.19 Quality Management 31 Section 14.20 Equipment 31 Section 14.21 Supplies 31 Section 14.22 Changes to Equipment List 32 Section 14.23 Property Inventory and Protection of Assets 32 Section 14.24 Bankruptcy 32 Section 14.25 Title to Property 32 Section 14.26 Property Acquisitions 33 Section 14.27 Disposition of Property 33 Section 14.28 Closeout of Equipment 33 Section 14.29 Assets as Collateral Prohibited 33 ARTICLE XV GENERAL TERMS 33 Section 15.01 Assignment 33 Section 15.02 Lobbying. 33 Section 15.03 Conflict of Interest 34 Section 15.04 Transactions Between Related Parties 34 Section 15.05 Intellectual Property. 35 Section 15.06 Other Intangible Property 36 Section 15.07 Severability and Ambiguity 36 Section 15.08 Legal Notice 36 Section 15.09 Successors 36 Section 15.10 Headings 36 Section 15.11 Parties 36 Section 15.12 Survivability of Terms. 37 Section 15.13 Direct Operation 37 Section 15.14 Customer Service Information 37 Section 15.15 Amendment 37 Section 15.16 Contractor's Notification of Change to Certain Contract Provisions. 37 Section 15.17 Contractor's Request for Revision of Certain Contract Provisions 38 Section 15.18 Immunity Not Waived. 38 Section 15.19 Hold Harmless and Indemnification. 39 General Provisions (Core Subrecipient) 2015 (July 1, 2014) 3 Section 15.20 Waiver. 39 Section 15.21 Electronic and Information Resources Accessibility and Security Standards. 39 Section 15.22 Force Majeure. 40 Section 15.23 Interim Contracts 41 Section 15.24 Cooperation and Communication 41 ARTICLE XVI BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE 41 Section 16.01 Actions Constituting Breach of Contract 41 Section 16.02 General Remedies and Sanctions 42 Section 16.03 Notice of Remedies or Sanctions. 43 Section 16.04 Emergency Action 43 ARTICLE XVII CLAIMS AGAINST THE DEPARTMENT 43 Section 17.01 Breach of Contract Claim 44 Section 17.02 Notice. 44 Section 17.03 Sole Remedy 44 Section 17.04 Condition Precedent to Suit 44 Section 17.05 Performance Not Suspended 44 ARTICLE XVIII TERMINATION AND TEMPORARY SUSPENSION 44 Section 18.01 Expiration of Contract or Program Attachment(s). 44 Section 18.02 Effect of Termination 45 Section 18.03 Acts Not Constituting Termination. 45 Section 18.04 Termination or Temporary Suspension Without Cause 45 Section 18.05 Termination For Cause 46 Section 18.06 Notice of Termination. 47 ARTICLE XIX VOID, SUSPENDED, AND TERMINATED CONTRACTS 47 Section 19.01 Void Contracts 47 Section 19.02 Effect of Void, Suspended, or Involuntarily Terminated Contract 47 Section 19.03 Appeals Rights 47 ARTICLE XX CLOSEOUT 48 Section 20.01 Cessation of Services At Closeout. 48 Section 20.02 Administrative Offset 48 Section 20.03 Deadline for Closeout 48 Section 20.04 Payment of Refunds 48 Section 20.05 Disallowances and Adjustments 48 General Provisions (Core Subrecipient) 2015 (July 1, 2014) 4 ARTICLE I CONTRACT COMPONENTS; ORDER OF PRECEDENCE Section 1.01 Contract Components. As used in herein, the "Contract" consists of the following documents: a) the Core Contract and the Program Attachment(s) or statements of work, including all attachments, b) addenda or amendments thereto and these General Provisions; c) the solicitation document, including all attachments, addenda or amendments thereto; and d) 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 will be resolved in the above order of priority. ARTICLE II COMPLIANCE AND REPORTING Section 2.01 Compliance with General Provisions, Statutes and Rules. Contractor shall comply, and shall require its subcontractor(s) to comply, with these General Provisions, the requirements of the Department's rules of general applicability and other applicable state and federal statutes, regulations, rules, and executive orders, as such statutes, regulations, rules, and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code, Title 25 (Rules). 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 will control. Contractor further agrees that, upon notification from DSHS, Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the term of this Contract. Section 2.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s), Contractor shall comply with the requirements, eligibility conditions, assurances, certifications and program requirements of the Solicitation Document, if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract) 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. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 5 Section 2.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall 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 Program Attachment(s) or upon request constitutes a breach of contract, may result in delayed payment and/or the imposition of sanctions and remedies, and, if appropriate, emergency action; and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 2.04 Client Financial Eligibility. Where applicable, Contractor shall use financial eligibility criteria, financial assessment procedures and standards developed by the Department to determine client eligibility. Section 2.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation, performance, interpretation, and any issues that may arise in any dispute between the Parties, this Contract will be governed by, and construed in accordance with, the laws of the State of Texas. In the event of a dispute between the Parties, venue for any suit will be Travis County, Texas. Section 2.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable, federal statutes and regulations, including federal grant requirements applicable to funding sources, will apply to this Contract. Contractor agrees to comply with applicable laws, executive orders, regulations and policies, as well as Office of Management and Budget (OMB) Circulars (as codified in Title 2 of the Code of Federal Regulations), the Uniform Grant and Contract Management Act of 1981 (UGMA), Tex. Gov. Code Chapter 783, and Uniform Grant Management Standards (UGMS), as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts, Texas Procurement and Support Services Division. UGMA and UGMS can be located through web links on the DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm. Contractor also shall comply with all applicable federal and state assurances contained in UGMS, Part III, State Uniform Administrative Requirements for Grants and Cooperative Agreements §.14. If applicable, Contractor shall comply with the Federal awarding agency's Common Rule, and the U.S. Health and Human Services Grants Policy Statement, both of which may be located through web links on the DSHS website at http://www.dshs.state.tx.us/contracts/links shtm. For contracts funded by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105. 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: a) 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 General Provisions (Core Subrecipient) 2015 (July 1, 2014) 6 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. Lab. 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 Part 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; b) Immigration Reform and Control Act of 1986, 8 USC § 1324a, and Immigration Act of 1990, 8 USC 1101 et seq., regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c) 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; d) National Research Service Award Act of 1971, 42 USC §§ 289a-1 et seq., and 6601 (PL 93-348 and PL 103-43), regarding human subjects involved in research; e) Hatch Political Activity Act, 5 USC §§1501-1508 and 7324-28, which limits the political activity of employees whose employment is funded with federal funds; f) 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; g) Tex. Gov. Code Chapter 469, pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act, Tex. Lab. Code Chapters 401-406 and 28 Tex. Admin. Code Part 2, regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the regulation and certification of clinical laboratories; j) 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; k) Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment of laboratory animals; 1) 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), "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, General Provisions (Core Subrecipient) 2015 (July 1, 2014) 7 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 (PL 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 §§ 4801 et seq.) prohibiting the use of lead-based paint in residential construction or rehabilitation; m) 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 Part 900, Subpart F); n) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (PL 91-646), relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally -assisted programs; o) Davis -Bacon Act (40 USC §§ 276a to 276a-7), the Copeland Act (40 U.S.C. § 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; p) 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; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No. A-133, "Audits of States, Local Governments, and Non - Profit Organizations;" r) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104); s) Executive Order, Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, if required by a federal funding source of the Contract; t) Whistleblower Protection Enhancement Act (5 U.S.C. 2302(b)(8)) and Texas Whistleblower Act (Tex. Gov. Code Chapter 554); and u) 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, Contractor shall, and shall cause its subcontractors to, comply with additional state or federal requirements found in the Notice of Grant Award and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 2.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that General Provisions (Core Subrecipient) 2015 (July 1, 2014) 8 are State agencies or units of local government; and certain additional provisions will apply to such Contractors. a) The following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts: 1) Hold Harmless and Indemnification, Section 13.19; 2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete the word "employees" in the fourth sentence; the remainder of the section applies); 3) Insurance, Section 12.03; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; 6) Historically Underutilized Businesses, Section 12.10 (Contractor, however, shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status, Section 3.01; 8) Application of Payment Due, Section 3.02; and 9) Article XV Claims against the Department (This Article is inapplicable to interagency contracts only). b) The following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act, Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that (1) the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2) the proposed arrangements serve the interest of efficient and economical administration of the State government; and (3) the services, supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder; and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex. Health & Safety Code Chapter 1001, and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. c) The following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interlocal Cooperation Act, Tex. Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests (pursuant to the Contractor's Request for Revision to Certain Contract Provisions section), when signed by a duly authorized representative of Contractor, will be effective as of the effective date specified by the Department, whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 2.09 Civil Rights Policies and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission (HHSC) 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 General Provisions (Core Subrecipient) 2015 (July 1, 2014) 9 under this Contract no more than ten (10) 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 St., Mail Code W206 Austin, Texas 78751 (888) 388-6332 or (512) 438-4313 TTY Toll-free (877) 432-7232 HHSCivilRightsOffice@hhsc.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 will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. Section 2.12 Whistleblower Protection. Contractor shall include the Whistleblower Protection Enhancement Act and Texas Whistleblower Act protections to grantees, their subgrantees and subcontractors and Contractor must inform its employees of whistleblower rights and remedies. Section 2.13 Federal Assistance Identification Number. Contractor shall include the Federal Assistance Identification Number (FAIN) on each subaward under a Federal award to enable reporting of expenditures according to the FAIN. As a condition of the award, Federal agencies require that all recipients document the assigned FAIN on each subaward under the Federal award. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 10 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 who are twenty-two (22) years of age or younger, have access to educational services as required by Tex. Educ. Code § 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code § 29.012 not later than the third calendar day after the date a person who is twenty-two (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 as 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: community evacuation; health and medical assistance; assessment of health and medical needs; health surveillance; medical care personnel; health and medical equipment and supplies; patient evacuation; in-hospital care and hospital facility status; food, drug, and medical device safety; worker health and safety; mental health and substance abuse; public health information; vector control and veterinary services; and 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 Tex. Fam. Code Chapter 32, relating to consent to treatment of a child by a non -parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex. Fam. Code Chapter 32, 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: General Provisions (Core Subrecipient) 2015 (July 1, 2014) 11 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 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 Rule § 448.911. Section 3.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex. Health & Safety Code § 12.032, DSHS Rule §1.91 covering Fees for Personal Health Services, and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be accounted for as Program Income in accordance with the DSHS Contractor's Financial Procedure Manual. Section 3.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. Section 3.07 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 eighteen (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. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 12 ARTICLE IV FUNDING Section 4.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. Code § 403.055, the Department will not approve and the State Comptroller will 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 will 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 (Tex. Tax Code §§ 171.001 et seq.). Contractor, if a corporation, further certifies that it is and will 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 will 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. Section 4.03 Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. Section 4.04 Use for Match Prohibited. Contractor shall not use funds provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing. Section 4.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or earned only as a result of a Program Attachment during the term of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract, Contractor shall use the addition alternative, as provided in UGMS § .25(g)(2), for the use of program income to further the program objectives of the state or federal statute under which the Program Attachment was made, and Contractor shall spend the program income on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions, the Contractor's Financial Procedures Manual located at http://www.dshs.state.tx.us/contracts/cfpm.shtm and the provisions of the Program Attachment(s). Contractor shall expend program income during the Program Attachment term and may not carry forward to any succeeding term. Contractor shall refund program income not expended in the term in which it is earned to DSHS. DSHS may base future funding levels, in part, upon Contractor's General Provisions (Core Subrecipient) 2015 (July 1, 2014) 13 proficiency in identifying, billing, collecting, and reporting program income, and in using it for the purposes and under the conditions specified in this Contract. Section 4.06 Nonsupplanting. Contractor shall not supplant (i.e., use funds from this Contract to replace or substitute existing funding from other sources that also supports the activities that are the subject of this Contract) but rather shall use funds from this Contract to supplement existing state or local funds currently available for a particular activity. Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation substantiating that a reduction in state or local funding, if any, resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE V PAYMENT METHODS AND RESTRICTIONS Section 5.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s), the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attachment(s) and acceptable submission of a request for reimbursement; or b) unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s) or fee(s) for delivery of a specified unit(s) of service, as stated in the Program Attachment(s) and acceptable submission of all required documentation, forms and/or reports. Section 5.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachment(s) or permitted under the Third Party Payors section of this Article, Contractor shall submit requests for reimbursement or 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 forty-five (45) calendar days following the end of the term of the Program Attachment for goods received and services rendered during the term. 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 forty-five (45) calendar days following the end of the applicable term will not be paid. Consideration of requests for an exception will 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 General Provisions (Core Subrecipient) 2015 (July 1, 2014) 14 circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 5.04 Working Capital Advance. If allowed under this Contract, a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at http://www.dshs.state.tx.us/contracts/cfpm.shtm . Section 5.05 Financial Status Reports (FSRs). Except as otherwise provided in these General Provisions or in the terms of any Program Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets, Contractor shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Program Attachment term for Department review and financial assessment. Contractor shall submit the final FSR no later than forty-five (45) calendar days following the end of the applicable term. Section 5.06 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. Third party payors include, but are not limited to, 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 who 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 thirty (30) -day requirement in the Billing Submission section will 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. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 15 ARTICLE VI TERMS AND CONDITIONS OF PAYMENT Section 6.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment or reimbursement 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 will make payment in accordance with the Texas prompt payment law (Tex. Gov. Code Chapter 2251). Contractor shall comply with Tex. Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Section 6.02 Department Review. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance, and all invoices and Contractor's performance are subject to audit or review and recoupment of payments by the Department. Section 6.03 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures, disallowed costs, or overpayments that Contractor has not refunded to Department, or if financial status report(s) required by the Department are not submitted by the date(s) due. Department may take repayment (recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 6.04 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting cash payments including any advance payments from Department. Section 6.05 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health Services section of the Services Article of these General Provisions or under 25 Tex. Admin. Code § 444.413, Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients or participants, and Contractor shall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 16 ARTICLE VII ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 7.01 Allowable Costs. For services satisfactorily performed, and sufficiently documented, pursuant to this Contract, DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs, DSHS will notify Contractor in writing, and Contractor shall return the funds to DSHS within thirty (30) calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS, or if financial status report(s) required under the Financial Status Reports section are not submitted by the due date(s). DSHS may take repayment (recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles, audit requirements, and administrative requirements include - Applicable Entity Applicable Cost Principles Audit Requirements Administrative Requirements State, Local and Tribal Governments OMB Circular A-87 (2 CFR, Part 225) OMB Circular A-133 and UGMS UGMS, OMB Circular A-102, and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 (2 CFR, Part 220) OMB Circular A-133 OMB Circular A-110 (2 CFR, Part 215) and applicable Federal awarding agency common rule; and UGMS, as applicable Non -Profit Organizations OMB Circular A-122 (2 CFR, Part 230) OMB Circular A-133 and UGMS UGMS; OMB Circular A-110 (2 CFR, Part 215) and applicable Federal awarding agency common rule For-profit Organization other than a hospital and an organization named in OMB Circular A-122 (2 CFR Part, 230) as not subject to that circular. 48 CFR Part 31, Contract Cost Principles Procedures, or uniform cost accounting standards that comply with cost principles acceptable to the federal or state awarding agency OMB Circular A- 133 and UGMS UGMS and applicable Federal awarding agency common rule A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm. OMB Circulars will be applied General Provisions (Core Subrecipient) 2015 (July 1, 2014) 17 with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. Section 7.02 Independent Single or Program -Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in federal funds awarded, Contractor shall have a single audit or program -specific audit in accordance with the Office of Management and Budget (OMB) Circ. No. A-133, the Single Audit Act of 1984, P L 98- 502, 98 Stat. 2327, and the Single Audit Act Amendments of 1996, P L 104-156, 110 Stat. 1396. The $500,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded, Contractor must have a single audit or program -specific audit in accordance with UGMS, State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS, as applicable, for their program -specific audits. The HHSC Office of Inspector General (OIG) will notify Contractor to complete the Single Audit Status Registration Form. If Contractor fails to complete the Single Audit Status Form within thirty (30) calendar days after notification by OIG to do so, Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. The audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards, and UGMS, which is accessible through a web link on the DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm. Contractor shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS. Contractor, unless Contractor is a state governmental entity, shall competitively re -procure independent single audit services at least every six (6) years. Section 7.03 Submission of Audit. Within thirty (30) calendar days of receipt of the audit reports required by the Independent Single or Program -Specific Audit section, Contractor shall submit one copy to the Department's Contract Oversight and Support Section, and one copy to the OIG, at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support, Mail Code Office of Inspector General 1326 Compliance/Audit, Mail Code 1326 P.O. Box 149347 P.O. Box 85200 Austin, Texas 78714-9347 Austin, Texas 78708-5200 Electronic submission to DSHS should be addressed as follows: COSContractAdministration@dshs.state.tx.us Electronic submission to HHSC should be addressed as follows: Queenah.Teamah@hhsc.state.tx.us General Provisions (Core Subrecipient) 2015 (July 1, 2014) 18 If Contractor fails to submit the audit report as required by the Independent Single or Program - Specific Audit section within thirty (30) calendar days of receipt by Contractor of an audit report, Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE VIII CONFIDENTIALITY Section 8.01 Maintenance of Confidentiality. Contractor shall 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 laws, rules and regulations, including but not limited to 7 CFR Part 246; 42 CFR Part 2; 45 CFR Parts 160 and 164 (Health Insurance Portability and Accountability Act [HIPAA]); Tex. Health & Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161, 181, 241, 245, 251, 534, 576, 577, 596, 611, and 773; and Tex. Occ. Code Chapters 56 and 159 and all applicable rules and regulations. Section 8.02 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 8.03 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), Tex. Health & Safety Code § 533.009 and Rule Chapter 414, Subchapter A or other applicable laws or rules. Contractor shall disclose information described in Tex. Health & Safety Code § 614.017(a)(2) relating to special needs offenders, to an agency described in Tex. Health & 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. Section 8.04 Security of Patient or Client Records. Contractor shall maintain patient and client records 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 Program Attachment 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 Program Attachment to this Contract, as applicable, or if care or treatment is transferred to another DSHS-funded contractor. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 19 Section 8.05 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) Model Workplace Guidelines for Businesses, State Agencies, and State Contractors, Policy No. 090.021, and Contractor shall educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the Tex. 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 IX REQUIRED DISCLOSURES Section 9.01 Texas Public Information Act. Notwithstanding any provision in this Contract to the contrary, the Department will comply with the Texas Public Information Act, Texas Government Code, Chapter 552, as interpreted by judicial opinions and the opinions of the Attorney General of the State of Texas. If Contractor is not a state agency, institution of higher education or other governmental entity, then 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 X RECORDS RETENTION Section 10.01 Retention. Contractor shall retain and preserve records in accordance with applicable state and federal statutes, rules and regulations. At a minimum, Contractor shall retain and preserve all other records, including financial records that are generated or collected by Contractor under the provisions of this Contract, for a period of four (4) years after the termination of this Contract. If services are funded through Medicaid, the federal retention period, if more than four (4) years, will 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. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22, Part 9, § 165.1(b) and (c) 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 (4) years from the date Contractor ceases business or from the date this Contract terminates, whichever is sooner. 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 the Program Attachment. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 20 ARTICLE XI ACCESS, INSPECTION AND AUDIT OF RECORDS Section 11.01 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, OIG, and the State Auditor's Office (SAO), unrestricted access to and the right to examine any site where business is conducted or client services are performed, and all records (including financial records, client and patient records, if any, and Contractor's personnel records and governing body personnel records), books, papers or documents related to this Contract; and the right to interview members of Contractor's governing body, staff, volunteers, participants and clients concerning the Contract, Contractor's business and client services. 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 will 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 11.02 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 will 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 11.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site(s) will 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 or management review 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. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 21 ARTICLE XII NOTICE REQUIREMENTS Section 12.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases (HIV/STD); Family Planning (Titles V, X and XX); Primary Health Care; Maternal and Child Health; and Women, Infants and Children (WIC) Nutrition Services. Contractor shall comply with child abuse reporting guidelines and requirements in Tex. Fam. Code Chapter 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 as required by the Department located at www.dshs.state.tx.us/childabusereporting. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 12.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall report to the contract manager assigned to the Program Attachment 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 seventy-two (72) hours of discovery. Section 12.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven (7) 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, including 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 12.04 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 (3) working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local, state or federal department or agency or entity; the date of the contract; the date of the suspension or termination; and the contract or case reference number. If Contractor, as an organization, 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 (3) working days of the surrender, suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local, state or federal department or agency or entity; the date of the license action; and a license or case reference number. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 22 Section 12.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency, incapacity, or outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission (TWC) within three (3) 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. Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three (3) working days of such action by Contractor's governing body. Section 12.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment, any knowledge of debarment, suspected fraud, program abuse, possible illegal expenditures, unlawful activity, or violation of financial laws, rules, policies, and procedures related to performance under this Contract. Contractor shall make such report no later than three (3) 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 (3) working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 12.07 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 Program Attachment 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 (3) 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 an activity subject to reporting under this section to perform direct client services or have direct contact with clients, unless otherwise directed by DSHS. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 23 Section 12.08 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 12.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XIII ASSURANCES AND CERTIFICATIONS Section 13.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR §376.935 or ineligible for participation in federal or state assistance programs; b) 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); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) 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; g) neither it, nor its principals have within the three(3)-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; h) 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 i) 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. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 24 Contractor shall include the certifications in this Article in all subcontracts and solicitations for subcontracts. 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 Program Attachment. 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 Program Attachment. Section 13.02 Child Support Delinquencies. As required by Tex. Fam. Code § 231.006, a child support obligor who is more than thirty (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 twenty-five percent (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 13.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and, if applicable, that 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 13.04 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 employee in connection with this Contract. Section 13.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. 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(s) 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 development, drafting or preparation of specifications, requirements or statement(s) of work for this Contract or in the Solicitation Document on which this Contract is based; (b) pursuant to Tex. Gov. Code §§ 2155.006 and 2261.053, Contractor is ineligible to receive this Contract, if Contractor or any person who would have financial General Provisions (Core Subrecipient) 2015 (July 1, 2014) 25 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 Tex. Gov. 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 13.06 Antitrust. Pursuant to 15 USC § 1, et seq. and Tex. Bus. & Comm. 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 with 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. Section 13.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLE XIV GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 14.01 Responsibilities and Restrictions Concerning Governing Body, Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations, including Section 501(c) (3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules, policies, procedures, and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further, Contractor's governing body shall ensure separation of powers, duties, and functions of governing body members and staff. Staff members, including the executive director, shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body, or officer or employee of Contractor shall vote for, confirm or act to influence the employment, compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity (as defined in Tex. Gov. Code Chapter 573) to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two (2) years prior to the election, appointment or employment of the officer, employee, or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body, officers and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other General Provisions (Core Subrecipient) 2015 (July 1, 2014) 26 requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 14.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual, and any of its subsequent amendments, which is available at the Department's web site: http://www.dshs.state.tx.us/contracts/cfpm.shtm. Contractor shall maintain an appropriate contract administration system to ensure that all terms, conditions, and specifications are met during the term of the contract through the completion of the closeout procedures. Contractor shall develop, implement, and maintain financial management and control systems that meet or exceed the requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include, at a minimum, the following: a) financial planning, including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to a Program Attachment and are traceable from the transaction to the general ledger; and c) effective internal and budgetary controls; comparison of actual costs to budget; determination of reasonableness, allowableness, and allocability of costs; timely and appropriate audits and resolution of any findings; billing and collection policies; and a mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 14.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost, stolen, damaged or destroyed. If any insured equipment purchased with DSHS funds is lost, stolen, damaged or destroyed, Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS. Section 14.04 Fidelity Bond. For the benefit of DSHS, Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to $100,000 that covers each employee of Contractor handling funds under this Contract, including person(s) authorizing payment of such funds. The fidelity bond or insurance must provide for indemnification of losses occasioned by (1) any fraudulent or dishonest act or acts committed by any of Contractor's employees, either individually or in concert with others, and/or (2) failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include General Provisions (Core Subrecipient) 2015 (July 1, 2014) 27 coverage for third party property. Contractor shall notify, and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 14.05 Liability Coverage. For the benefit of DSHS, Contractor shall at all times maintain liability insurance coverage, referred to in Tex. Gov. Code § 2261.102, as "director and officer liability coverage" or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization (collectively "responsible persons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non -Profit Corporation Act; for-profit corporations organized under the Texas Business Corporations Act; and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify, and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 14.06 Overtime Compensation. Except as provided in this section, Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion of overtime only under the following conditions: 1) with the prior written approval of DSHS; 2) temporarily, in the case of an emergency or an occasional operational bottleneck; 3) when employees are performing indirect functions, such as administration, maintenance, or accounting; 4) in performance of tests, laboratory procedures, or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed; or 5) when lower overall cost to DSHS will result. Section 14.07 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 14.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section, at Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347, or by email to mailto:coscap@dshs.state.tx.us no later than the 60th calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan on file with the Department. Contractor shall implement and follow the applicable Cost Allocation Plan. If Contractor's plan is the same as the plan previously submitted to DSHS, by signing this Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted. If the Cost Allocation Plan changes during the Contract term, Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty (30) calendar days after General Provisions (Core Subrecipient) 2015 (July 1, 2014) 28 the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at http://www.dshs.state.tx.us/contracts/cfpm.shtm. . Section 14.09 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. Section 14.10 Historically Underutilized Businesses (HUBs). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment, Contractor is encouraged to make a good faith effort to consider subcontracting with HUBs in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex. Admin. Code § 20.10 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 from the Department's HUB Coordinator of the revised plan before proposed changes will 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 Tex. Admin. Code § 20.16(b). Section 14.11 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 Tex. Gov. Code § 2155.4441. Section 14.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding $100,000, Contractor shall obtain written approval from DSHS. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS. Contractor shall ensure that subcontractors are fully aware of the requirements placed upon them by state/federal statutes, rules, and regulations and by the provisions of this Contract. Contracts with all subcontractors, whether vendor or subrecipient, must be in writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number (VIN) or Employee Identification Number (EIN); General Provisions (Core Subrecipient) 2015 (July 1, 2014) 29 b) a detailed description of the services to be provided; c) measurable method and rate of payment and total not -to -exceed amount of the contract; d) clearly defined and executable termination clause; and e) beginning and ending dates that coincide with the dates of the applicable Program Attachment(s) or that cover a term within the beginning and ending dates of the applicable Program Attachment(s). Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall not contract with a subcontractor, at any tier, that is debarred, suspended, or excluded from or ineligible for participation in federal assistance programs; or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section (Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related Parties sections (General Terms Article). Section 14.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements; have not had a required license or certification revoked; and have 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 (3) years any license issued by the Department. Section 14.14 Incorporation of Terms in Subrecipient Subcontracts. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts, without modification (except as required to make applicable to the subcontractor), (1) the certifications stated in the Assurances and Certifications Article; (2) the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article; and (3) a provision granting to DSHS, SAO, OIG, and the Comptroller General of the United States, and any of their representatives, the right of access to inspect the work and the premises on which any work is performed, and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions. Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachment(s) applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions, provisions, requirements, duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor. No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 14.13 or any of the certifications stated in the Assurances and Certifications Article, Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 14.13 or the assurances stated in the Assurances and Certifications Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 14.15 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 General Provisions (Core Subrecipient) 2015 (July 1, 2014) 30 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 will not be eligible for unemployment compensation from the Department or the State of Texas. Section 14.16 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 and guarantee 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 14.17 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 failed to remain current on a liability to the IRS, this Contract will 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 will not enter into a contract with Contractor for three (3) years from the date of termination. Section 14.18 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within ten (10) business days of any change to the Contractor's name; contact information; key personnel, officer, director or partner; 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 14.19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 14.20 Equipment. Equipment means an article of nonexpendable, tangible personal property having a useful lifetime of more than one year and an acquisition cost of $5,000 or more. Contractors shall inventory all equipment, and report the inventory on the Contractors Property Inventory Form as required under Section 14.23. Contractor shall initiate the purchase of all equipment approved in writing by DSHS, in the first quarter of the Contract or Program Attachment term, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment. Section 14.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies, drugs, janitorial supplies, office supplies, patient educational supplies, software, and any items of tangible personal property other than those defined as equipment above. Tangible personal property includes controlled assets, including firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than General Provisions (Core Subrecipient) 2015 (July 1, 2014) 31 $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non- portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required, but such purchases must be reported on the Contractors Property Inventory Form as detailed under Section 14.23. Section 14.22 Changes to Equipment List. All items of equipment to be_purchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attachment, a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved, Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request, as appropriate; or, in the case of minor changes to Contractor's approved equipment list, by email in accordance with the Contractor's Financial Procedures Manual. Section 14.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment, supplies defined as controlled assets, and property described in the Other Intangible Property section of Article XV and submit an annual cumulative report of the equipment and other property on Contractor's Property Inventory Report to the Department's Contract Oversight and Support Section, Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347, no later than October 15th of each year. The report is located on the DSHS website at http://www.dshs.state.tx.us/contracts/forms.shtm. Contractor shall maintain, repair, and protect assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, Contractor shall use the proceeds to repair or replace those assets. Section 14.24 Bankruptcy. In the event of bankruptcy, Contractor shall sever Department property, equipment, and supplies in possession of Contractor from the bankruptcy, and title must revert to Department. If directed by DSHS, Contractor shall return all such property, equipment and supplies to DSHS. Contractor shall ensure that its subcontracts, if any, contain a specific provision requiring that in the event the subcontractor's bankruptcy, the subcontractor must sever Department property, equipment, and supplies in possession of the subcontractor from the bankruptcy, and title must revert to Department, who may require that the property, equipment and supplies be returned to DSHS. Section 14.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor, for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Contractor. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 32 Section 14.26 Property Acquisitions. Department funds must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 14.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's (AHA's) "Estimated Useful Lives of Depreciable Hospital Assets" in disposing, at any time during or after the Contract term, of equipment purchased with the Department funds, except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state, or when the acquisition price of the equipment is equal to or greater than $5,000. All other equipment not listed in the AHA reference (other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than $5,000) will be controlled by the requirements of UGMS. If, prior to the end of the useful life, any item of equipment is no longer needed to perform services under this Contract, or becomes inoperable, or if the equipment requires licensure or registration or had an acquisition price equal to or greater than $5,000, Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an item reaches the end of its useful life, Contractor shall ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles, and any applicable federal guidance. Section 14.28 Closeout of Equipment. At the end of the term of a Program Attachment that has no additional renewals or that will not be renewed (Closeout) or when a Program Attachment is otherwise terminated, Contractor shall submit to the contract manager assigned to the Program Attachment, an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department funds must be secured by Contractor at the time of Closeout or termination of the Program Attachment and must be disposed of according to the Department's disposition instructions, which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor, at Contractor's expense. Section 14.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XV GENERAL TERMS Section 15.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in part, in this Contract, or in any equipment purchased with funds from this Contract, without the prior written consent of the Department. Section 15.02 Lobbying. Contractor shall comply with Tex. Gov. 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 General Provisions (Core Subrecipient) 2015 (July 1, 2014) 33 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 and UGMS). If at any time this Contract exceeds $100,000 of federal funds, Contractor shall file with the contract manager assigned to the Program Attachment 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 will 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 at the time of application for this Contract; upon execution of this Contract unless Contractor previously filed a declaration, certification, or disclosure form in connection with the award; and 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 Program Attachment. Contractor shall also comply, as applicable, with the lobbying restrictions and requirements in 2 CFR Part 230 (OMB Circulars A-122), Appendix B paragraph 25; 2 CFR Part 225 (A-87) Appendix B section -24; 2 CFR §215.27 (A-110) and 2 CFR Part 220 (A-21) Appendix A, subsection J.17 and J.28. Contractor shall include this provision in any subcontracts. Section 15.03 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 the Department or HHSC, their commissioners 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 Program Attachment within ten (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 ten (10) days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 15.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions 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 General Provisions (Core Subrecipient) 2015 (July 1, 2014) 34 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 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 Program Attachment the name, address and telephone number of the related party, how the party is related to Contractor and the work the related party will perform under this Contract. Contractor shall comply with Tex. Gov. 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 part 74, OMB Circ. No. A-110, 2 CFR § 215.42, and UGMS. Section 15.05 Intellectual Property. Tex. Health & Safety Code § 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. a) "Intellectual property" means created property that may be protected under copyright, patent, or trademark/service mark law. b) 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 "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. c) If federal funds are used to finance 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)." d) 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 (1) the copyright, trademark, service mark, and/or patent on an invention, discovery, or improvement to any process, machine, manufacture, or composition General Provisions (Core Subrecipient) 2015 (July 1, 2014) 35 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 (2) any rights of copyright, service or trademarks or patents to which a grantee, subgrantee or a Contractor purchases ownership with contract funds. e) 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 Program Attachment. Section 15.06 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, software licenses with a value of $500 or more, etc. Contractor shall inventory all such non -copyrightable intangible property. 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 will survive the termination or expiration of this Contract. Section 15.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid, the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated, but all other provisions will continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted, proposed and accepted. Section 15.08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract will 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 15.09 Successors. This Contract will be binding upon the Parties and their successors and assignees, except as expressly provided in this Contract. Section 15.10 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 15.11 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. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 36 Section 15.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that (a) the Parties have expressly agreed will survive any such termination or expiration, or (b) remain to be performed or (c) by their nature would be intended to be applicable following any such termination or expiration. Section 15.13 Direct Operation. At the Department's discretion, the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 15.14 Customer Service Information. If requested, Contractor shall supply such information as required by the Department to comply with the provisions of Tex. Gov. Code Chapter 2114 regarding Customer Service surveys. Section 15.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other 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 certain budget revisions or other amendments must be submitted in writing, including a justification for the request, to the contract manager assigned to the Program Attachment; and if a budget revision or amendment is requested during the last 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. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article, Contractor shall not perform or produce, and DSHS will 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 will not waive any term, covenant, or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 15.16 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; b) contact information for key personnel, as stated in Contractor's response to the Solicitation Document, if any; c) cumulative budget transfers that exceed 25% among direct cost categories, other than the equipment category, of cost reimbursement contract Program Attachments of less than $100,000, provided that the total budget amount is unchanged (This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures; and General Provisions (Core Subrecipient) 2015 (July 1, 2014) 37 e) a change in Contractor's share of the budget concerning non-DSHS funding other than program income and match, regardless of the amount of the change, provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten (10) calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section, but the contract will not be amended. The notification may be by letter, fax or email. Except for contracts funded by funding sources that have different percentage requirements, cumulative budget line item transfers of 25% or less among direct cost categories, other than equipment, of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 15.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor, but must be approved by DSHS. The following amendments to this Contract may be made through a Contractor's Revision Request, rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories, other than the equipment category, that exceed 25% of Program Attachments of $100,000 or more, provided that the total budget amount is unchanged (This subsection does not apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget; e) changes in the equipment category of a previously approved equipment budget; f) changes specified in applicable OMB Circular cost principles as requiring prior approval, regardless of dollar threshold (e.g., foreign travel expenses, overtime premiums, membership fees; and g) cumulative budget transfers into or out of the equipment category that do not exceed 10% of any Program Attachment, provided that the total budget amount is unchanged (cumulative transfers from or to the equipment category that equal or exceed 10% of any Program Attachment require an amendment to this Contract as described in the Amendment section of this Article). In order to request a revision of any of the enumerated provisions, Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 15.18 Immunity Not Waived. The Parties expressly agree that no provision of this contract is in any 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. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 38 Section 15.19 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 15.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any action, non -action or default under this Contract will not constitute a waiver of either Party's rights under this Contract. Section 15.21 Electronic and Information Resources Accessibility and Security Standards. (a) 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 (i) DSHS employees are required to use or permitted access to; or (ii) Members of the public are required or permitted to access. This section does not apply to incidental uses of EIR in the performance of a contract, unless the parties agree that the EIR will become property of the state or will be used by DSHS clients after completion of the Contract. 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. (b) Definitions. 1. "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. 2. "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. 3. "Electronic and Information Resources Accessibility Standards means the accessibility standards for electronic and information resources contained in Volume 1 Texas Administrative Code chapter 213. 4. "Web Site Accessibility Standards/Specifications" means standards contained in Volume 1 Texas Administrative Code Chapter 206. 5. "Products" means information resources technologies that are, or are related to, EIR. (c) 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 must provide electronic and information resources and General Provisions (Core Subrecipient) 2015 (July 1, 2014) 39 associated Product documentation and technical support that comply with the Accessibility Standards. (d) Evaluation, Testing and Monitoring. 1. 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 (1) the review, testing (including acceptance testing), evaluation or monitoring of any Product; nor (2) the absence of such review, testing, evaluation or monitoring, will result in a waiver of the State's right to contest the Contractor's assertion of compliance with the Accessibility Standards. 2. Contractor agrees to 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. (e) Representations and Warranties. 1. Contractor represents and warrants that (i) 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 (ii) if the Products will be in the custody of the state or a DSHS client after the Contract expiration or termination, the Products will 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. 2. 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 will, 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. 3. Contractor acknowledges and agrees that these representations and warranties are essential inducements on which DSHS relies in awarding this Contract. 4. Contractor's representations and warranties under this subsection will survive the termination or expiration of the Contract and will remain in full force and effect throughout the useful life of the Product. (f) Remedies. 1. 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 Department of Information Resources. 2. In the event of a breach of Contractor's representations and warranties, Contractor will 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 15.22 Force Majeure. Neither Party will 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 General Provisions (Core Subrecipient) 2015 (July 1, 2014) 40 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 will 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 by any reasonable method (phone, email, etc.) and, as soon as practicable, must 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 15.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will 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: (1) on or shortly prior to the expiration date of the Contract or Program Attachment, 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 (2) DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment 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 will include billing instructions and detailed information on how DSHS will fund the goods or services to be procured during the Interim Contract term. The Interim Contract will terminate thirty (30) days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 15.24 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 XVI BREACH OF CONTRACT AND REMEDIES FOR NON- COMPLIANCE Section 16.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include, but are not limited to, the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract, including failure to comply with all applicable statutes, rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; e) failure by Contractor to provide a full accounting of funds expended under this Contract; General Provisions (Core Subrecipient) 2015 (July 1, 2014) 41 f) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or h) Contractor is on or is added to the Excluded Parties List System (EPLS). Section 16.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. 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 and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute, rule or regulation, or federal guideline will prevail over the provisions of this Article unless the statute, rule, regulation, or guideline can be read together with the provision(s) of this Article to give effect to both. 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 or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination, the Department will inform Contractor of the termination no less than thirty (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 Emergency Action section of this Article. The notice of termination will 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 Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily (1) discontinue performance of all or part of the Contract, and/or (2) discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension, pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance and/or incur allowable expenses. Contractor shall not bill DSHS for services performed during suspension, and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c) deny additional or future contracts with Contractor; d) reduce the funding amount for failure to 1) provide goods and services as described in this Contract or consistent with Contract performance expectations, 2) achieve or maintain the proposed level of service, 3) expend funds appropriately and at a rate that will make full use of the award, or 4) achieve local match, if required; General Provisions (Core Subrecipient) 2015 (July 1, 2014) 42 e) disallow costs and credit for matching funds, if any, for all or part of the activities or action not in compliance; f) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance, if applicable, or reimbursements or payments to Contractor for proper charges or obligations incurred, pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; Section 16.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed (with the exception of accelerated monitoring, which may be unannounced), stating the nature of the remedies and sanction(s), the reasons for imposing them, the corrective actions, if any, that must be taken before the actions will be removed and the time allowed for completing the corrective actions, and the method, if any, of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment, Contractor is required to file, within fifteen (15) calendar days of receipt of notice, a written response to Department acknowledging receipt of such notice. If requested by the Department, the written response must state how Contractor shall correct the noncompliance (corrective action plan) or demonstrate in writing that the findings on which the remedies or sanction(s) are based are either invalid or do not warrant the remedies or sanction(s). 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 will provide written notice to Contractor of Department's decision. If required by the Department, Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted, DSHS will 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 will recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract. Section 16.04 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 the following: a) 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 or financial and may include failing to provide services, providing inadequate services, providing unnecessary services, or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures; or b) Contractor is expending funds inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XVII CLAIMS AGAINST THE DEPARTMENT General Provisions (Core Subrecipient) 2015 (July 1, 2014) 43 Section 17.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules §§ 4.11- 4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 17.02 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 Tex. Gov Code Chapter 2260, subchapter B. To initiate the process, Contractor shall submit written notice, as required by subchapter B, to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260, subchapter B, are being invoked. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260, subchapter C. Section 17.03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter 2260, subchapter C, 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 under this Article. Section 17.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex. Gov. Code Chapter 2260, subchapter C, is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ. Prac. & Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. Section 17.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor, in whole or in part. ARTICLE XVIII TERMINATION AND TEMPORARY SUSPENSION Section 18.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terms section of the General Terms Article, Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments, all or a part of this Contract may be terminated with or without cause under this Article. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 44 Section 18.02 Effect of Termination. 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. Contractor's costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination. Upon termination of this Contract or 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 will be discharged from any further obligation created under the applicable terms of this Contract or the 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. Termination does not, however, constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 18.03 Acts Not Constituting Termination. Termination does not include the Department's (1) withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period; (2) withdrawal of the unobligated balance at the expiration of the term of a Program Attachment; (3) refusal to extend a Program Attachment or award additional funds to make a competing or noncompeting continuation, renewal, extension, or supplemental award; (4) non -renewal of a contract or Program Attachment at Department's sole discretion; or (5) voiding of a contract upon determination that the award was obtained fraudulently, or was otherwise illegal or invalid from inception. Section 18.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment, as applicable, with at least thirty (30) calendar days prior written notice to the other Party, except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services, Contractor shall give the Department at least ninety (90) calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendments to the Appropriations Act, health and human services consolidations, or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension. Upon notification of temporary suspension, Contractor shall discontinue performance under the Contract as of the effective date of the suspension, for the duration of the suspension. d) Department may terminate this Contract or a Program Attachment immediately when, in the sole determination of Department, termination is in the best interest of the State of Texas. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 45 Section 18.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty (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 thirty (30) calendar days written notice to Contractor. Such conduct may include one or more of the following: a) Contractor has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction; b) 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; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) 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 or exercise adequate control over expenditures or assets; e) Department determines that Contractor, its agent or another representative offered or gave a gratuity (e.g., entertainment or gift) to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial 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 Tex. Gov. Code § 2155.004; or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code §§ 2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 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, or (b) provide for its discharge in accordance with its terms, or (c) procure a stay of execution within thirty (30) calendar days from the date of entry of the judgment, or (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 or 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 writ or warrant of attachment or any similar process is not released or bonded within thirty (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 General Provisions (Core Subrecipient) 2015 (July 1, 2014) 46 debt, dissolution, receivership or liquidation law of any jurisdiction then in effect, 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 thirty (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 thirty (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; h) Contractor's management system does not meet the UGMS management standards; or i) Any required license, certification, permit, registration or approval required to conduct Contractor's business or to perform services under this Contract is not obtained or is revoked, is surrendered, expires, is not renewed, is inactivated or is suspended. Section 18.06 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 XIX VOID, SUSPENDED, AND TERMINATED CONTRACTS Section 19.01 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 19.02 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, or 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 19.03 Appeals Rights. Pursuant to Tex. Gov. 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 Tex. Gov. Code Chapter 2001. General Provisions (Core Subrecipient) 2015 (July 1, 2014) 47 ARTICLE XX CLOSEOUT Section 20.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable, (and any renewals of this Contract or Program Attachment) on its own terms, Contractor shall cease services under this Contract or Program Attachment; and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration, as necessary, to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non -renewal, Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers, as needed. Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non -renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of this Contract or Program Attachment, or incur any additional expenses once this Contract or Program Attachment is terminated or has expired. Upon termination, expiration (with no renewal) or non -renewal of this Contract or a Program Attachment, Contractor shall immediately initiate Closeout activities described in this Article. Section 20.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 20.03 Deadline for Closeout. Contractor shall submit all financial, performance, and other Closeout reports required under this Contract within forty-five (45) calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article, the Department is not liable for any claims that are not received within forty-five (45) calendar days after the Contract or Program Attachment end date. Section 20.04 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 will result in a refund due, which Contractor shall pay within the time period established by the Department. Section 20.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and 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 Subrecipient) 2015 (July 1, 2014) 48 DEPARTMENT OF STATE HEALTH SERVICES This contract, number 2015-047255 (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 CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (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 $50,000.00, 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 10/01/2014 and ends on 09/30/2015. 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: 2015-047255-001 Health Promotions & Chronic Disease Prevention - Texas Healthy Communities c. General Provisions (Sub -recipient) d. Solicitation Document(s), and e. Contractor's response(s) to the Solicitation Document(s). f. Exhibits 92648-1 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. 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. 92648-1 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 CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT By: By: Signature of Authorized Official Signature Date Date Janna Zumbrun, M.S.S.W. Assistant Commissioner for Disease Control Printed Name and Title and Prevention Services Address 1100 WEST 49TH STREET AUSTIN, TEXAS 78756 City, State, Zip 512.776.7111 Janna.Zumbrun@dshs.state.tx.us 92648-1 Telephone Number E-mail Address for Official Correspondence AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of December 9, 2014 Second Reading Ordinance for the City Council Meeting of December 16, 2014 DATE: 10/28/14 TO: Ronald L. Olson, City Manager FROM: Annette Rodriguez, Director of Public Health An netteR@cctexas.com 361-826-7203 Texas Medicaid Managed Care Initiative 1115 Waiver - Obesity Project Approval of grant award and appropriation of funds CAPTION: Ordinance authorizing the advance of up to $885,000 from the No. 1020 General Fund to the Texas Health and Human Services Commission (TX HHSC) and in turn the Centers for Medicare and Medicaid Services (CMS) for the City's local match for City projects under the Corpus Christi - Nueces County Public Health District's (CCNCPHD) 1115 Transformation Waiver; funds to be repaid from the CMS within 2 months of the advance for City's local match; Additionally, authorizing the City Manager, or his designee, to execute all documents necessary to accept and appropriate the award fund upon receipt in the amount of approximately $885,000 from CMS and the TXHHSC to implement a program to reduce and prevent obesity in children and adolescents for the period of October 1, 2014 through September 30, 2015; and to ratify acceptance of the award fund to begin as of October 1, 2014. PURPOSE: The CMS/TX HHSC Delivery System Reform Incentive Payments (DSRIP) will allow the CCNCPHD to implement- MEND (M -Mind, E- Exercise, N -Nutrition, D -Do It!). MEND is a community based obesity prevention program that will address the obesity epidemic among children in our region by applying an internationally recognized, evidence -based method for supporting and coaching underserved and minority families to achieve better nutrition and physical activity habits. BACKGROUND AND FINDINGS: CMS approved the State's request for a new Medicaid demonstration waiver entitled "Texas Healthcare Transformation and Quality Improvement Program" in accordance with section 1115 of the Social Security Act. Texas Medicaid Managed Care Initiative also referred to as the "1115 Waiver". This waiver authorizes Texas to establish a DSRIP program. Initiatives under the DSRIP program are designed to provide incentive payments to hospitals, public health departments, behavioral health centers, as well as other eligible providers, to invest in delivery system reforms that increase access to health care, improve the quality of care, and enhance the health of patients and families they serve. The CCNCPHD, in collaboration with key community partners, will continue the MEND program in an effort to aggressively prevent and reduce childhood obesity within our region. ALTERNATIVES: To not continue the community childhood obesity program in this area. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Council approval required for acceptance and appropriation of "1115 Waiver" DSRIP funds. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Finance -Federal Grants and office of management and budget 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 $2,512,429 $2,512,429 Encumbered / Expended Amount This item $885,000 $885,000 BALANCE $1,627,429 $1,627,429 Fund(s):1020 Comments: A matching Intergovernmental Transfer (IGT) is required at approximately a 40%160% ratio to in order to receive DSRIP funds. RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Ordinance Award Letter Ordinance authorizing the advance of up to $885,000 from the No. 1020 General Fund to the Texas Health and Human Services Commission (TX HHSC) and in turn the Centers for Medicare and Medicaid Services (CMS) for the City's local match for City projects under the Corpus Christi - Nueces County Public Health District's (CCNCPHD) 1115 Transformation Waiver; funds to be repaid from the CMS within 2 months of the advance for the City's local match; Additionally, authorizing the City Manager, or his designee, to execute all documents necessary to accept and appropriate the award fund upon receipt in the amount of approximately $885,000 from CMS and the TXHHSC to implement a program to reduce and prevent obesity in children and adolescents for the period of October 1, 2014 through September 30, 2015; and to ratify acceptance of the award fund to begin as of October 1, 2014. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1. That an advance is authorized to be made up to $885,000 from the No. 1020 General Fund to the TX HHSC and in turn the CMS for the City's local match for City projects under the CCNCPHD's 1115 Transformation Waiver; funds to be repaid from the CMS within 2 months of the advance for the City's local match; and Section 2. Additionally, the City Manager, or his designee, is authorized to execute all documents necessary to accept and appropriate the award fund upon receipt in the amount of at least $885,000 from CMS and the TXHHSC to implement a program to reduce and prevent obesity in children and adolescents for the period of October 1, 2014 through September 30, 2015; and to ratify acceptance of the award fund to begin as of October 1, 2014. 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 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: December 9, 2014 Agenda Item: Ordinance authorizing the advance of up to $885,000 from the No.1020 General Fund to the Texas Health and Human Services Commission (TX HHSC) and in turn the Centers for Medicare and Medicaid Services (CMS) for the City's local match for City projects under the Corpus Christi - Nueces County Public Health District's (CCNCPHD) 1115 Transformation Waiver; funds to be repaid from the CMS within 2 months of the advance for the City's local match; Additionally, authorizing the City Manager, or his designee, to execute all documents necessary to accept and appropriate the award fund upon receipt in the amount of approximately $885,000 from CMS and the TXHHSC to implement a program to reduce and prevent obesity in children and adolescents for the period of October 1, 2014 through September 30, 2015; and to ratify acceptance of the award fund to begin as of October 1, 2014. Amount Required: (Amount to be Certified) $ 885,000 Fund Name Accounting Unit Account No. Activity No. Amount General Fund 1020-12665-106 5xxxxx 885,000 Total ❑ Certification Not Required Director of Financial Services Date: AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of December 9, 2014 Second Reading Ordinance for the City Council Meeting of December 16, 2014 DATE: TO: November 10, 2014 Ronald L. Olson, City Manager FROM: Michael Morris, Director M ichael Mo@cctexas.com 361-826-3460 FY15 Reimbursement Grant appropriation for Title XX Meals on Wheels CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a $229,140 reimbursement grant awarded by the Texas Department of Aging and Disability Services, Title XX Meals on Wheels Program and appropriating it in the No. 1067 Parks and Recreation Grants Fund for the FY 2015 Senior Community Services, Title XX Meals on Wheels Program. PURPOSE: To accept and appropriate the State reimbursement grant funds for the Title XX Meals on Wheels Program. BACKGROUND AND FINDINGS: The Title XX grant is made available through the Texas Department of Aging and Disability Services (DADS) for the Senior Community Services, Title XX Meals on Wheels (MOW) Program. The fund authorization period is effective October 1, 2014 through September 30, 2015. This is a reimbursement grant. Meal service is initiated by referrals from DADS caseworkers. The Texas Department of Aging and Disability Services (DADS) will reimburse the City of Corpus Christi at a rate of $4.95 up to an estimated 48,291 units of service for the continuation of the Title XX Meals on Wheels Program. A monthly billing is submitted to the state based on the number of meals served. The Elderly Nutrition Program coordinates the home delivered meals operations to provide a fully prepared, well-balanced noon meal to homebound and/or disabled persons throughout the City. The meals are prepared at the Nutrition Education and Service Center/Central Kitchen located on the Del Mar College West Campus. We served 38,513 Title XX Meals on Wheels service units during fiscal year October 2013 through September 2014. ALTERNATIVES: Do not approve OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: City Council must approve all letters of agreement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Legal, Finance, Parks and Recreation 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 0 Encumbered / Expended Amount 0 This item $229,140 $229,140 BALANCE $229,140 $229,140 Fund(s): Parks and Recreation Grant Fund 1067 Comments: RECOMMENDATION: Staff recommends that the Council approve the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Contract and budget Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a $229,140 reimbursement grant awarded by the Texas Department of Aging and Disability Services, Title XX Meals on Wheels Program and appropriating it in the No. 1067 Parks and Recreation Grants Fund for the FY 2015 Senior Community Services, Title XX Meals on Wheels Program. 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 all documents necessary to accept a $229,140 reimbursement grant awarded by the Texas Department of Aging and Disability Services, Title XX Meals on Wheels Program and appropriating it in the No. 1067 Parks and Recreation Grants Fund for the FY 2015 Senior Community Services, Title XX Meals on Wheels Program. 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 Department of Aging and Disability Services Contract/Vendor Number 167400 SECTION I — CONTRACTOR DATA Information Worksheet Purchase of Service Contract Farm 2029 October 2002 Region Number 11 County Number 178 Legal Name City of Corpus Christi Contract Effective Date Commonly Used Name (if different) Senior Community Services Contract Termination Date Open -Ended Address (Street, City, State, Zip) P. 0. Box 9277, Corpus Christi, Texas 78496 Area Code and Telephone Number (361) – 880-3150 Person Authorized to Sign Contract Michael Morris Title Director, Parks & Recreation Ownership ® Public ❑ Non-profit 0 Profit Charter Number Employer ID Number 17460005471 Contract Person Elsa Munoz Title Superintendent Area Code and Telephone Number (361) -- 880-3150 SECTION II — SUMMARY OF PAYMENT (Enter estimated information in this section.) Effective Payment Dates Budget Name Budget Number Unit Rate Estimated Number Eligible Units Estimated Local Funds Estimated DADS Funds Estimaled Budget Amount 10101!2014-09/3012015 Title XX 01 4.95 46 291 $0 00 229,140 229 140 Per month ® Per day • Per week ® Per day ❑ Per week • 4. Unit of Service Meals 5. Units of Service to All Clients 125,560 6. Number of Units of Service to Eligible CI ents 46,291 7. Geographical Area Served Nueces County (City of Corpus Christi) 8 Goals (check all that apply) IV ❑ v 0 1 0 11 • 1I1 ® 9. Basis of Payment 0 Reimbursement r t ❑ Cost Reimbursement ❑ Schedule �/ Fixed Unit Rate . 10. Estimated Amount of Co -Pay (day care and family planning only): NIA Estimated Contract Total Percent of Contract $0.00 229,140 229,140 0 100% SECTION ill — SERVICE Program Activity Name Long Term Care -Community Care for the Aged and Disabled Code 7 Service Activity Name Home Delivered Meals Code 25 SECTION IV — CLIENT DATA 1. Client Categories to be Served (check all that apply) ® Current TANF ® Current SSI 0 NPA Food Stamp Recipient to Income 0 MAO Income Eligible ❑ Ineligible ►l Other Income Eligible • Without Regard 2. Total Number of Client to be Served 0 Per month 3. Number of Eligible Clients to be Served Per month ® Per day • Per week ® Per day ❑ Per week • 4. Unit of Service Meals 5. Units of Service to All Clients 125,560 6. Number of Units of Service to Eligible CI ents 46,291 7. Geographical Area Served Nueces County (City of Corpus Christi) 8 Goals (check all that apply) IV ❑ v 0 1 0 11 • 1I1 ® 9. Basis of Payment 0 Reimbursement r t ❑ Cost Reimbursement ❑ Schedule �/ Fixed Unit Rate . 10. Estimated Amount of Co -Pay (day care and family planning only): NIA Texas Department of Aging and Disability Services State of Texas Travis County Community Services Contract Amendment Section 1. Contractor Information Legal Name of Entity (Contractor) City of Corpus Christi Doing Business As (d/b/a) Name, if applicable Senior Community Services Address of Contractor (street, city, state, ZIP) P. O. Box 9277, Corpus Christi, TX 78469 Section 2. Introduction Contract No. 167400 Form 3254-A June 2013 Contract Type CCAD HDM Amendment No. 11-8 Region No. 11 Waiver Contract Area Nueces Component Code HCS This amendment to the contract number referenced above (the "contract") is entered into by the Department of Aging and Disability Services (Department) and the legal entity (Contractor) named above (Department and Contractor, collectively, the "parties," each, a "party"). The Department represents the Health and Human Services Commission (HHSC), the Texas Medicaid agency, for any Medicaid services provided under this contract. The Department, as the representative for HHSC, administers community services programs under Title XIX, including Section 1915(c); Title XX of the Social Security Act; and Title 2, Texas Human Resources Code. Section 3. Amendment Modifications The parties agree that each marked provision below is hereby added to the contract as though it was set out word-for-word in the contract. ❑ The following ❑ counties ❑ local authorities are added to the contract. ❑ The following ❑ counties 0 local authorities are deleted from the contract. ® Attachment A (relating to covered counties) is incorporated into the contract and represents the full listing of counties served as a result of this amendment. ❑ The attached Form 3691-A, Service Area Designation HCS, TxHmL, CDS and TAS, is incorporated into the contract and replaces the Contractor's previously submitted Form 3691-A. ® Attachment B (relating to Home Delivered Meals) is incorporated into the contract and represents the new Home Delivered Meals provisions as a result of this amendment. ❑ Contractor agrees to screen its employees and contractors to determine whether they have been excluded from participation in Medicare, Medicaid, the State Children's Health insurance Program and all federal and state health care programs. The Contractor agrees to search monthly the U.S. Department of Health and Human Services Office of the Inspector General (HHS -OIG) and Health and Human Services Commission -Office of the Inspector General (HHSC-OIG) List of Excluded Individuals/Entities (LEIE) websites to capture exclusions and reinstatements that have occurred since the last search and to immediately report to the HHSC-OIG any exclusion information the contractor discovers. Exclusionary searches for prospective employees or contractors shall be performed prior to employment or contracting. The Contractor also acknowledges and agrees that no Medicaid payments can be made for any items or services directed or prescribed by an excluded physician or other authorized person when the individual or entity fumishing the items or services either knew or should have known of the exclusion. This prohibition applies even when the Medicaid payment itself is made to another provider, practitioner or supplier that is not excluded. Form 3254-A Page 2 / 06-2013 Section 3. Amendment Modifications (continued) ❑ Contractor agrees that in accordance with 42 CFR §455.23, the Department shall suspend all Medicaid payments to the Contractor upon notification by HHSC-OIG that a credible allegation of fraud under the Medicaid program is pending against the Contractor, unless the Department has good cause not to suspend the payments or to suspend the payments only in part. ❑ Contractor agrees that except as provided in the paragraphs below, the Contractor must not use the Department's name, the state of Texas or refer to the Department or the state directly or indirectly in any media release, public announcement or public disclosure relating to this contract or its subject matter, including, but not limited to, in any promotional or marketing materials, customer lists or business presentations (other than those submitted to the Department, an administrative agency of the state of Texas, or a governmental agency or unit of another state or the federal government). The Contractor may publish, at its sole expense, results of Contractor performance under this contract with the Department's prior review and approval, which the Department may exercise at its sole discretion. Any publication (written, visual or sound) will acknowledge the support received from the Department and any federal agency, as appropriate. The Contractor will provide the Department at least three copies of such publication prior to public release. The Contractor will provide additional copies at the request of the Department. The Contractor may include information concerning this contract's terms, subject matter and estimated value in any report to a governmental body to which the Contractor is required by law to report such information. ® Contractor agrees that as part of its contract with the Department, Contractor may receive or create sensitive personal information, as section 521.002 of the Business and Commerce Code defines that phrase. Contractor must use appropriate safeguards to protect this sensitive personal information. These safeguards must include maintaining the sensitive personal information in a form that is unusable, unreadable, or indecipherable to unauthorized persons. Contractor may consult the "Guidance to Render Unsecured Protected Health Information Unusable, Unreadable, or Indecipherable to Unauthorized Individuals" issued by the U.S. Department of Health and Human Services to determine ways to meet this standard. Contractor must notify the Department of any confirmed or suspected unauthorized acquisition, access, use or disclosure of sensitive personal information related to this contract, including any breach of system security, as section 521.053 of the Business and Commerce Code defines that phrase. Contractor must submit a written report to the Department as soon as possible but no later than 10 business days after discovering the unauthorized acquisition, access, use or disclosure. The written report must identify each individual whose sensitive personal information has been or is reasonably believed to have been compromised. Contractor must either disclose the unauthorized acquisition, access, use or disclosure to each individual whose sensitive personal information has been or is reasonably believed to have been compromised or pay the expenses associated with the Department doing the disclosure if: 1. Contractor experiences a breach of system security involving information owned by the Department for which disclosure or notification is required under section 521.053 of the Business and Commerce Code; or 2. Contractor experiences a breach of unsecured protected health information. as 45 CFR §164.402 defines that phrase, and the Department becomes responsible for doing the notification required by 45 CFR §164.404. The Department may, at its discretion, waive Contractor's payment of expenses associated with the Department doing the disclosure. ❑ Other Form 3254-A Page 3106-2013 Section 4. Effective Date This amendment is effective October 1. 2014. Section 5. Terms Remain in Effect The parties agree that all other provisions of the contract shall remain in effect and govem except to the extent modified in this amendment. Section 6. Amendment Execution The Department and Contractor have each caused this amendment to be signed by their respective representative. Department of Aging and Disability Services Signature -Department Representative Date Paul T_ Ebrom Name of Department Representative (Print or type) Community Services Regional Director Title of Department Representative (Print or type) City of Corpus Christi SS gn� antra�o or Representative Michael Monis Name of Contractor Representative (Print or type) Director, Parks & Recreation Title of Contractor Representative (Print or type) Date Type of Contract CCAD HDM Legal Name of Contractor Form 3254-A Page 4 / 06-2013 Community Services Contract Amendment Attachment A — Covered Counties Contract No. , Amendment No. I Region No, 1 ,167400 11_9 11 City of Corpus Christi Contact Person TArea Code and Telephone No. [Elsa Munoz I (361) 880-3150 The counties listed below, effective with this amendment, are covered by the contract. These counties are on file with the DADS Home and Community Support Servi•ves licensing division for the appropriate category of licensure and are located in the DADS region specified above. County Name County Name County Name Nueces (178) Date Form Completed: 08/22/2014 Initials—Cdntractor Representative Type of Contract CCAD HDM Legal Name of Contractor City of Corpus Christi Contact Person Elsa Munoz Community Services Contract Amendment Attachment B — Home Delivered Meals Contract No. Amendment No. 1167400 111-8 Each marked provision below is included in this attachment. fReiorio1 11 Form 3254-A Page 5106-2013 Area Code and Telephone No. (361) 880-3150 ® Contractor will provide 46,291 units of Title XX Community Care for the Aged and Disabled/Home Delivered Meals for the period October 1, 2014 through September 30, 2015 (budget period). The approved budget for each meal is $4.95, and the approved budget for the budget period is $229,140. The approved budget is reflected in the attached Form 2029, Information Worksheet, Purchase of Services Contract, which is incorporated into this amendment. The geographical area covered by the contract is Nueces, Texas. ❑ Contractor will provide Title XIX Community Based Altematives/Home Delivered Meals for the period through (budget period). The Title XIX meals will be paid at the rate of $ per unit. The geographical area covered by the contract is , Texas. ® Contractor will serve or deliver meals in alternate format (frozen, chilled or shelf -stable) on fewer than five days per week. The alternate delivery terms for the period October 1, 2014 through September 30, 2015 are described in the attached Form 2027, Home Delivered Meals FFY 2015 Waiver Description, which is incorporated into this amendment. Initials—Contractor Representative AGENDA MEMORANDUM First Reading for the City Council Meeting of December 9, 2014 Second Reading for the City Council Meeting of December 16, 2014 DATE: December 9, 2014 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Peter Davidson, Marina Superintendent PeterD@cctexas.com (361) 826-3980 Authorization for the Issuance of Marina Revenue Bonds CAPTION: Ordinance authorizing the issuance of City of Corpus Christi, Texas Marina System Revenue Bonds, Taxable Series 2014 in an aggregate principal amount not to exceed $2,600,000; providing for the payment of the principal of and interest on the bonds by a first and prior lien on and pledge of the net revenues of the City's Marina System; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; providing the terms and conditions of such bonds and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery thereof; authorizing the execution of a paying agent/registrar agreement, an escrow agreement, and a purchase and investment letter; and providing an effective date. PURPOSE: The issuance of these Marina Revenue Bonds will fund the replacement of the "R" Pier at the Corpus Christi Marina. BACKGROUND AND FINDINGS: The existing "R" Pier at the City Marina was constructed in 1982 but now 32 years later, the dock is rotted and unsafe for its intended purpose. A replacement dock is being proposed at a cost of $2,600,000 for a minimum of 118 boats slips up to 146 boat slips. On January 14, 2014, the City Council ratified a grant application to the United States Fish and Wildlife Service through Texas Parks and Wildlife Department for a $502,496 Boating Infrastructure Grant for Marina boat slips including 35 transient boat slips. The Marina was awarded this grant on August 25, 2014. These funds will be used to fund 35 transient, visiting boat slips. Also, an additional grant from the United States Fish and Wildlife Service through Texas Parks and Wildlife Department is forthcoming in the amount of $175,000 for sewage pump -out equipment to be built into the docks. The City Marina will be partnering with The Ed Rachel Foundation to loan the money to fund this project. The debt will be for a term of 15 years and will be repaid by Marina revenue. 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: • City Marina Department • 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 - $2,600,000 - $ 2,600,000 Encumbered/Expended amount of (date) - - - This item - $2,600,000 - $ 2,600,000 BALANCE - - - - FUND(S): Marina CIP Fund COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance ORDINANCE NO. FINAL AUTHORIZING THE ISSUANCE OF CITY OF CORPUS CHRISTI, TEXAS MARINA SYSTEM REVENUE BONDS, TAXABLE SERIES 2015" IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $2,600,000; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS BY A FIRST AND PRIOR LIEN ON AND PLEDGE OF THE NET REVENUES OF THE CITY'S MARINA SYSTEM; STIPULATING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH; PROVIDING THE TERMS AND CONDITIONS OF SUCH BONDS AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY THEREOF; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE AND INVESTMENT LETTER; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Corpus Christi, Texas is authorized by Chapter 54, as amended, Texas Transportation Code (the Act), to establish, acquire, lease, construct, improve, enlarge, equip, repair, operate, or maintain certain facilities for municipal purposes; and WHEREAS, the Act permits the City Council of the City (the City Council) to issue revenue bonds to provide all or part of the money to establish, acquire, construct, improve, enlarge, equip, or repair specified facilities and to secure such revenue bonds by a pledge of and lien on revenues from all or a designated part of the revenues derived by the City from the ownership and operation of such facilities; and WHEREAS, the City owns and operates, and on its books and records maintains (as an enterprise fund), a marina system (as further described and defined herein, the System), where it accounts, separate and apart from other funds of the City, the revenues therefrom and the expenses therefor; and WHEREAS, the City Council has heretofore issued, and there currently remain outstanding certain maturities of, its City of Corpus Christi, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2005 (Marina Development Project), which obligations are secured by and payable from, in part, those surplus System net revenues remaining after payment of the costs of operating and maintaining the System, as well as any other obligations of the System then or thereafter existing, pursuant to and in reliance upon the provisions of the Act; and WHEREAS, in reliance upon the provisions of the Act permitting the lien on and pledge of all or a designated part of the revenues of facilities owned and maintained thereunder, and for the purpose of allocating the costs of System improvement to the revenues resultant therefrom, the City Council has determined to establish a first and prior lien revenue finance system in 79708404.8 support of the System, secured (primarily) by a first and prior lien on and pledge of Net Revenues (defined herein) that is senior and superior to the lien thereon and pledge thereof securing the currently outstanding Subordinate Lien Obligations (defined herein); and WHEREAS, the City Council deems it appropriate to issue the hereinafter authorized revenue bonds in an aggregate principal amount of $2,600,000, for the primary purpose of (i) acquiring, purchasing, constructing, improving, repairing, extending, equipping, and renovating the System; and (ii) paying the costs of issuance of these revenue bonds; and WHEREAS, the City Council hereby finds and determines that the establishment of a first and prior lien finance system in support of the System and the issuance of these revenue bonds as the initial issuance thereunder, under the terms specified herein, is in the best interests of the residents of the City, now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. Authorization - Designation - Principal Amount - Purpose. Revenue bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of TWO MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($2,600,000), to be designated and bear the title of "CITY OF CORPUS CHRISTI, TEXAS MARINA SYSTEM REVENUE BONDS, TAXABLE SERIES 2015 (the Bonds), pursuant to an ordinance adopted by the City Council (the Ordinance) for the purposes of (i) building, improving, extending, renovating, enlarging, and repairing the System and (ii) the payment of the costs of issuance for the Bonds. The Bonds shall be payable from and equally and ratably secured as to both principal and interest by a first and prior lien on and pledge of the Pledged Revenues, as further described in Section 10 hereof. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the laws of the State of Texas, the Act, the City's Home Rule Charter, and this Ordinance. 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 December 1, 2014 (the Dated Date), shall generally be in denominations of $100,000 or any integral multiple of $5,000 in excess thereof, shall be lettered "R-" and numbered consecutively from One (1) upward and principal shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Registration Date noted on the Registration Certificate of the Paying Agent/Registrar (as provided in the Form of Bond in Section 8(b) hereof), or the most recent Interest Payment Date (hereafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the rates per annum, while Outstanding, in accordance with the following schedule: 79708404.8 Years of Principal Stated Maturity Amounts ($) 2016 140,000 2017 145,000 2018 150,000 -2 Interest Rates (%) 3.00 3.00 3.00 Years of Principal Stated Maturity Amounts ($) 2019 155,000 2020 155,000 2021 160,000 2022 165,000 2023 170,000 2024 175,000 2025 185,000 2026 190,000 2027 195,000 2028 200,000 2029 205,000 2030 210,000 Interest Rates (%) 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 The Bonds shall bear interest on the unpaid principal amount thereof at the per annum rates shown above, computed on the basis of a 360 -day year of twelve 30 -day months, and interest thereon shall be payable on March 1 and September 1 of each year (the Interest Payment Date), commencing September 1, 2015, while the Bonds are Outstanding. 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 selection and appointment of BOKF, NA dba Bank of Texas, Austin, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of an order or resolution terminating 79708404.8 - 3 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. 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 for purposes of payment of interest thereon, (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof upon redemption of the Bonds or at the Bonds' Stated Maturity or upon prior redemption of the Bonds, and (iii) on any other date for any other purpose. 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 (provided, however, with respect to principal payments prior to the final Stated Maturity, the Bonds 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). Interest on the Bonds 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 Bonds (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 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. 79708404.8 -4- SECTION 4. Redemption. A. Optional Redemption. The Bonds shall be subject to redemption prior to Stated Maturity, at the option of the City, on any date, 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. B. 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. C. 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. D. 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 79708404.8 - 5 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). E. 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 an Authorized Representative of the City, its seal reproduced or impressed thereon, and attested by its 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 Issue Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers (defined herein), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be 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 79708404.8 - 6 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 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 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 $2,600,000 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 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 Registration 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 79708404.8 - 7 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. [The remainder of this page intentionally left blank] 79708404.8 - 8 B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS MARINA SYSTEM REVENUE BONDS, TAXABLE SERIES 2015 Dated Date: December 1, 2014 REGISTERED OWNER: Interest Rate: Stated Maturity: CUSIP NO: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas (the City), a body corporate and a political subdivision 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 Registration Date (noted in the Registration Certificate of the Paying Agent/Registrar) 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 March 1 and September 1 of each year commencing September 1, 2015. Principal and premium, if any, of the Bond 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 Bonds 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 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 fifteenth 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 79708404.8 -9 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 $2,600,000 (the Bonds) pursuant to an ordinance adopted by the governing body of the City (the Ordinance), for the purposes of (i) building, improving, extending, renovating, enlarging, and repairing the System and (ii) paying the costs of their issuance. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the Constitution and laws of the State of Texas, particularly the City's Home Rule Charter, Chapter 54, as amended, Texas Transportation Code, and the Ordinance of the City Council approved on December 16, 2014 (the Ordinance). The Bonds may be redeemed prior to their Stated Maturities, at the option of the City, on any date, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par, together with accrued interest to the date of redemption, and upon thirty (30) days prior written notice being given by United States mail, first-class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof') shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount 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 the initial series of Priority Bonds, payable from and equally and ratably secured by a lien on and pledge of the Pledged Revenues, being (primarily) a first and prior lien on and pledge of the Net Revenues 79708404.8 - 10 - derived from the City's ownership and operation of its marina system (as further described in the Ordinance, the System), and senior and superior in security and source of payment to the currently outstanding Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Additional Parity Obligations and Additional Subordinate 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 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 Pledged Revenues of the System pledged for the payment of the Bonds; the terms and conditions under which the City may issue Additional Parity Obligations, and Additional Subordinate 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, 79708404.8 - 11 - 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 the laws of the State of Texas and the Ordinance, 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 Pledged Revenues. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly executed under the official seal of the City. ATTEST: City Secretary (SEAL) 79708404.8 CITY OF CORPUS CHRISTI, TEXAS By Mayor - 12 - 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) * Note to Printer: Not to appear on printed Bonds 79708404.8 - 13 - Comptroller of Public Accounts of the State of Texas D. *Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. REGISTRATION 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: BOKF, NA DBA BANK OF TEXAS, Austin, Texas, as Paying Agent/Registrar * Note to Printer: to appear on printed Bonds E. Form of Assignment. 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: 79708404.8 - 14- 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: (i) immediately under the name of the Bond(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 City), a body corporate and a political subdivision 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 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: 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 Closing Date (anticipated to be January 15, 2015) specified in the Ordinance (defined herein), 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 March 1 and September 1 of each year, commencing September 1, 2015. Principal of this Bond shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender (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 BOKF, NA dba Bank of Texas, Austin, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth 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. 79708404.8 - 15 - 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. 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 Section 45 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 Additional Parity Obligations shall mean (i) any bonds, notes, warrants, or other evidences of indebtedness which the City reserves the right to issue or enter into, as the case may be, in the future under the terms and conditions provided in Section 19 of this Ordinance and which are equally and ratably secured by a first and prior lien on and pledge of the Pledged Revenues that is on parity with the lien thereon and pledge thereof securing any outstanding Priority Bonds and that is senior and superior to the lien thereon and pledge thereof securing the repayment of the currently outstanding Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City and (ii) obligations 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 Pledged Revenues as determined by the City Council in accordance with applicable law. B. 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 secured by a lien and pledge of all or part of the Net Revenues that is subordinate and inferior to the lien on and pledge of the Net Revenues (through their inclusion in Pledged Revenues) that are or will be pledged to the payment of the Bonds and any Additional Parity Obligations hereafter issued by the City, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and secured by a subordinate and inferior lien on and pledge of all or part of Net Revenues as determined by the City Council in accordance with applicable law. C. The term Authorized Representative shall mean the Mayor of the City, the City Manager of the City, the Assistant City Manager for General Government and Operations Support, the Director of Financial Services, and the City Attorney. D. 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. For purposes of this definition, a fractional period of a Fiscal Year shall be treated as an entire Fiscal Year. 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 Priority Bonds irrevocably designated as refundable tax 79708404.8 - 16 - credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of the series of Priority Bonds to which it relates. E. The term Bonds shall mean the $2,600,000 "CITY OF CORPUS CHRISTI, TEXAS MARINA SYSTEM REVENUE BONDS, TAXABLE SERIES 2015", dated December 1, 2014, authorized by this Ordinance. F. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 13 of this Ordinance. G. The term City shall mean the City of Corpus Christi, Texas and, where appropriate, the City Council of the City. H. The term Closing Date shall mean the date of physical delivery of the Initial Bonds in exchange for the payment of the agreed purchase price for the Bonds. I. 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 (as authorized by the provisions of Chapter 1371, as amended, Texas Government Code) 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. J. The term Depository shall mean an official depository bank of the City. K. 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. 79708404.8 - 17 - L. 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; 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 Bonds. M. The term Gross Revenues shall mean, for any defined period, all income, receipts, revenues, and increment which may be received or derived from the ownership and/or operation of the System as it is purchased, constructed or otherwise acquired from time to time, but shall not mean the income and increment derived from a contract or contracts with persons, corporations, municipal corporations, political subdivisions, or other entities which under the terms of the authorizing resolution(s) or order(s) that may be pledged for the requirements of the City's Special Facilities Bonds issued particularly to finance the marina facilities needed in performing any such contract or contracts. N. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. O. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being March 1 and September 1 of each year, commencing September 1, 2015, while any of the Bonds remain Outstanding. P. The term Maintenance and Operation Expenses shall mean the expenses necessary to provide for the administration, efficient operation and adequate maintenance of the City's System, including the payment of necessary wages, salaries, and benefits, the acquisition of property and materials necessary to maintain the System in good condition and to operate it efficiently, together with such other costs and expenses as may now or hereafter be defined by law as proper maintenance and operation expenses of the System (which costs and expenses, however, specifically exclude any allowance for depreciation, property, retirement, depletion, obsolescence, and other items not requiring an outlay of cash and any interest on the Bonds and the currently outstanding Subordinate Lien Obligations, as well as any Additional Parity Obligations or Additional Subordinate Lien Obligations hereafter issued by the City). Q. The term Net Revenues shall mean Gross Revenues of the System for any period after the deduction of Maintenance and Operating Expenses during such period. R. The term Ordinance shall mean this ordinance adopted by the City Council on December 16, 2014. 79708404.8 - 18 - S. The term Outstanding shall mean when used in this Ordinance with respect to Bonds means, as of the date of determination, all Bonds issued and delivered under this Ordinance, except: (i) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (ii) those Bonds for which payment has been duly provided by the City in accordance with the provisions of Section 32 of this Ordinance; and (iii) those Bonds 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. T. The term Pledged Revenues means (1) a first and prior lien on and pledge of the Net Revenues of the System for any period 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 Parity Obligations, and excluding those revenues excluded from Gross Revenues. U. The term Priority Bonds shall mean the Bonds and any Additional Parity Obligations hereafter issued by the City or bonds issued to refund any of the foregoing if issued in a manner that provides that the refunding bonds are payable from and equally and ratably secured by a first and prior lien on and pledge of the Pledged Revenues. V. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in Section 29 of this Ordinance. W. The term Stated Maturity shall mean the dates of maturity of the Bonds on March 1 of each year, as set forth in Section 2 of this Ordinance. X. The term Subordinate Lien Obligations shall mean (i) the currently outstanding obligations of the City designated as "City of Corpus Christi, Texas Combination Tax and Revenue Certificates of Obligation, Series 2005 (Marina Development Project)"; (ii) any outstanding and unpaid obligations that are payable wholly or in part from a lien on and pledge of the Net Revenues of the System that is subordinate and inferior to the lien thereon and pledge thereof that is included in the definition of Pledged Revenues that secures the Bonds and any Additional Parity Obligations hereafter issued by the City; and (iii) obligations hereafter issued to refund any of the foregoing that are payable from and 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. Y. The term System shall mean all properties, facilities (including piers), land, buildings, and equipment currently or hereafter owned, operated, and maintained by the City for purpose of providing marina services to its residents and visitors, together with all future extensions, improvements, replacements and additions thereto; provided, however, that notwithstanding the 79708404.8 - 19 - foregoing, and to the extent now or hereafter authorized or permitted by law, the term System shall not mean to include facilities of any kind which are declared not to be a part of the System and which are acquired or constructed by or on behalf of the City with the proceeds from the issuance of "Special Facilities Bonds ", which are hereby defined as being special revenue obligations of the City which are payable from and secured by other liens on and pledges of any revenues, sources or payments, not pledged to the payment of obligations of the City secured in whole or in part by a lien on and pledge of Net Revenues of the System including, but not limited to, special contract revenues or payments received from any other legal entity in connection with such facilities. SECTION 10. Pledge of Pledged Revenues; Chapter 1208 Perfection of Security Interest. A. The City hereby covenants and agrees that the Pledged Revenues of the System are hereby irrevocably pledged to the payment and security of the Priority Bonds, 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 Priority Bonds, and the interest thereon, shall constitute a first and prior lien on and pledge of the 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 Pledged Revenues for the payment and security of the Priority Bonds, including the Bonds, shall be prior in right and claim as to any other indebtedness, liability, or obligation of the City or the System. B. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Priority Bonds and the pledge of Pledged Revenues granted by the City under subsection (A) of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds are Outstanding and unpaid such that the pledge of the Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Priority Bonds 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. The City hereby agrees and covenants to the holders of the Priority Bonds that it will at all times maintain rates and charges for services furnished, provided, and supplied by the System to customers which shall be reasonable and nondiscriminatory and which will produce income and revenues sufficient to pay: A. All Maintenance and Operating Expenses, depreciation, replacement and betterment expenses and other costs of the System; provided, however, that the City may utilize other lawfully available funds to pay Maintenance and Operations Expenses. B. The interest on and principal of the Priority Bonds (including any Additional Parity Obligations hereafter issued by the City) as and when the same shall become due, and provide for the establishment and maintenance of the funds and accounts created for the payment and security of the Priority Bonds (including Additional Parity Obligations hereafter issued by the City). 79708404.8 - 20 - C. The interest on and principal of the currently outstanding Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City as and when the same shall become due, and provide for the establishment and maintenance of the funds and accounts created for the payment and security of the currently outstanding Subordinate Lien Obligations or any Additional Subordinate Lien Obligations hereafter issued by the City. D. Any legal debt or obligation of the System as and when the same shall become due. SECTION 12. Revenue Fund. There has been previously created and established and the City shall maintain a special fund entitled "City of Corpus Christi, Texas Marina System Revenue Fund" (the Revenue Fund) into which all Gross Revenues of every nature received from the operation of the System shall be deposited as received. SECTION 13. Interest and Sinking Fund - Excess Funds. For the sole purpose of paying the principal of and interest on the Priority Bonds, including the Bonds, there is hereby created and established and there shall be maintained a separate fund entitled "City of Corpus Christi, Texas Marina System Taxable Revenue Bond Interest and Sinking Fund" (the Bond Fund). 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 Pledged Revenues. SECTION 14. Flow of Funds. The City hereby covenants and agrees that deposits into the Revenue 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 Maintenance and 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 in the interest and sinking fund created and established for the payment of Debt Service Requirements 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 by a prior and first lien on and pledge of the Pledged Revenues of the System, as the same becomes due and payable. C. Third: To the payment of the amounts required to be deposited in the interest and sinking fund created and established for the payment of debt service requirements on the currently Outstanding Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City and the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the currently Outstanding Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City, and any other obligations or evidences of indebtedness issues or incurred that are payable from and secured by a junior and inferior lien on and pledge of the Net Revenues of the System, as the same becomes due and payable. 79708404.8 -21 - D. Fourth: Any Net Revenues remaining in the Revenue Fund after satisfying the foregoing payments or making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other City purpose now or hereinafter permitted by law, including a transfer to the City's General Fund. SECTION 15. Debt Service Reserve Fund. No debt service reserve fund has been created in connection with the issuance of the Bonds, though the City retains the right to create such a fund or account in connection with the issuance of any series of Additional Parity Obligations or Additional Subordinate Lien Obligations and such fund or account may, at such time, relate to all or some of the Priority Bonds or Additional Subordinate Lien Obligations at such time Outstanding. SECTION 16. Deficiencies - Excess Pledged Revenues. A. If on any occasion there shall not be sufficient 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 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, order, or resolution authorizing the issuance of the Bonds, the currently outstanding Subordinate Lien Obligations, and any Additional Parity Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City, the excess Net Revenues of the System may be used by the City for any lawful purpose. SECTION 17. Payment of Bonds. While any of the Bonds are Outstanding, the Authorized Representative 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 Priority 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 Priority Bonds at the close of the business day next preceding the date a debt service payment is due on the Priority 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 79708404.8 - 22 - 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 Priority Bonds. SECTION 19. Issuance of Additional Obligations. A. The City hereby expressly reserves the right to issue Additional Parity Obligations. When duly authorized and issued in compliance with law and the terms and conditions hereafter stated, such Additional Parity Obligations shall be on a parity with the Bonds and, when issued, shall be considered Priority Bonds for all purposes. The City covenants and agrees, however, it will not issue any Additional Parity Obligations unless: (i) The City is not then in default as to any covenant, condition or obligation prescribed by the ordinances, orders or resolutions authorizing the issuance of any Priority Bonds then -Outstanding and has complied with any prerequisites to such issuance(s) specified in the identified orders, ordinances, or resolutions. (ii) Each of the funds created solely for the payment of the principal of and interest on the Priority Bonds and Subordinate Lien Obligations contain the amount of money then -required to be on deposit therein. (iii) An Authorized Representative of the City shall have certified has that, according to the books and records of the City for the most recently -completed Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Parity Obligations is adopted, the Net Revenues are at least equal to 1.00 times the Average Annual Debt Service Requirements for all then -Outstanding City obligations secured in whole or in part by a lien on and pledge of the Net Revenues after giving effect to the Additional Parity Obligations then proposed to be issued. B. Refunding Bonds. The City reserves the right to issue refunding bonds to refund all or any part of the currently Outstanding City obligations payable from and secured by a lien on and pledge of all or any part of the Net Revenues, 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 upon satisfaction of the requirements in Section 19A. above after giving effect to the issuance of the refunding bonds and the retirement of the obligations at such time to be refunded. C. Additional Subordinate Lien Obligations. 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 on the terms and 79708404.8 - 23 - 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 then- Outstanding Priority Bonds and Subordinate Lien Obligations, respectively, and including this Ordinance. D. Special Facilities Bonds. Nothing in this Ordinance shall be construed to deny the City the right and it shall retain the right to issue Special Facilities Bonds, provided, however, the City will not issue Special Facilities Bonds unless the City concludes, upon recommendation of the City Council, that (i) the plan for developing the facilities to be financed with the proceeds of Special Facilities Bonds is consistent with sound planning, (ii) the facilities to be financed with the proceeds of Special Facilities Bonds would not materially and adversely interfere with the operation of the System, (iii) the facilities to be financed with the proceeds of Special Facilities Bonds can be economically and efficiently operated and maintained, and (iv) the facilities to be financed with the proceeds of Special Facilities Bonds can be economically and efficiently utilized by the City to provide special marina services and facilities and the cost of such will be reasonable. SECTION 20. Maintenance of System — Insurance. The City covenants and agrees that, for so long as the Priority Bonds remain Outstanding, it will maintain and operate the System with all possible efficiency and maintain casualty and other insurance on the properties of the System and its operations of a kind and in such amounts customarily carried by similarly -situated municipal corporations in the State of Texas engaged in a similar type of business (which may include an adequate program of self-insurance); and that it will faithfully and punctually perform all duties with reference to the System required by the laws of the State of Texas. All money received from losses under such insurance policies, other than public liability policies, shall be retained for the benefit of the holders of its outstanding evidences of indebtedness, until and unless the proceeds are paid out in making good the loss or damage in respect of which such proceeds are received, either by replacing the property destroyed or repairing the property damaged, and adequate provision for making good such loss or damage must be made within ninety (90) days after the date of loss. The payment of premiums for all insurance policies required under the provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the operation of the System but nothing herein shall be construed as preventing the City from doing so. SECTION 21. Records and Accounts — Annual Audit. The City covenants, agrees, and affirms its covenants that so long as any of the Bonds remain outstanding, it will keep and maintain separate and complete records and accounts pertaining to the operations of the System in which complete and correct entries shall be made of all transactions relating to the System, and that the Holders of the Bonds or any duly authorized agent or agents of such Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that following (and in no event later than 180 days after) the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of certified public accountants and to be included in the City's Comprehensive Annual Financial Report (and available for inspection in the office of the City Secretary). Expenses incurred in making the annual audit of the operations of the System are to be regarded as Maintenance and Operating Expenses. 79708404.8 - 24 - SECTION 22. Limited Obligations of the City. The Bonds are limited, special obligations of the City payable from and equally and ratably secured solely by a lien on and pledge of the Pledged Revenues, being (primarily) a first and prior lien on and pledge of Net Revenues, and the Holders thereof shall never have the right to demand payment of the principal or interest on the Bonds from any funds raised or to be raised through taxation by the City. 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. 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. 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. 79708404.8 - 25 - 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 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 - Purchase and Investment Letter Approval. The Bonds authorized by this Ordinance are hereby sold by the City to The Ed Rachal Foundation, Corpus Christi, Texas (the Purchasers, having all the rights, benefits, and obligations of a Holder), in accordance with the provisions of a Purchase and Investment Letter dated December 16, 2014 (the Purchase Contract) attached hereto as Exhibit B and incorporated hereby by reference as a part of this Ordinance for all purposes. The Initial Bond shall be registered in the name of The Ed Rachal Foundation. Each Authorized Representative is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, 79708404.8 - 26 - 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. The pricing terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable 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. Proceeds derived from the sale of the Bonds (after paying costs of issuance) shall be deposited into a special construction fund created for the projects to be constructed with the proceeds of the Bonds (the Construction Fund). This Construction Fund shall be established and maintained at an official depository bank of the City 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 expended in accordance with Section 13. SECTION 30. Taxable Obligations. The Bonds are not "state or local bonds" within the meaning of section 103(a) and (c) of the Internal Revenue Code of 1986, as amended; therefore, the interest on the Bonds is not excludable from the gross income of the holders thereof for federal income tax purposes. SECTION 31. Control and Custody of Bonds. The Mayor of the City, 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 Representative is 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 Pledged Revenues 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. 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, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying 79708404.8 - 27 - 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 Bonds, or the principal amount(s) thereof, at the Stated Maturity thereof. 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. 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 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 79708404.8 - 28 - 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 its being furnished a final opinion of Fulbright & Jaworski LLP, San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Bonds, this 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 this opinion on the reverse side of each of the 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. 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, the Purchasers, 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, the Purchasers, and the Holders. SECTION 38. Inconsistent Provisions. All orders, 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 ordained 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. 79708404.8 - 29 - 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, registration, 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. below: SECTION 44. Continuing Disclosure of Information. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. The Bonds are being sold pursuant to a private placement with the Purchasers, in denominations generally of $100,000 or any integral multiple of $5,000 in excess thereof, and therefore SEC Rule 15c2-12 is not applicable to the offering of the Bonds. Accordingly, no contract to provide continuing disclosure information after the issuance of the Bonds has been made by the City with investors. SECTION 45. Book -Entry Only System. The Bonds 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 Bonds shall be issued (following cancellation of the Initial Bond(s) described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit C (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 79708404.8 - 30 - 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 on the Bonds 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 46. 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 Paying Agent/Registrar Agreement, and the Purchase Contract. In addition, prior to the initial delivery of the Bonds, any Authorized Representative 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 79708404.8 - 31 - 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 47. 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 48. 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 49. 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 50. 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 51. Accounting Reports. The City shall provide annually to the Purchasers for so long as the Purchasers remain a holder of the Bonds, within 270 days after the end of each fiscal year ending in or after 2015, financial information and operating data with respect to the City; provided that such financial statements so to be provided shall be (1) prepared in accordance with the generally accepted accounting principles, or such other accounting principles as the City may be required to employ from time to time pursuant to Texas law or regulations, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide (1) unaudited financial statements for the applicable fiscal year within 270 days after the end of such fiscal year, and (2) audited financial statements for the applicable fiscal year to the Purchasers when and if the audit report on such statements become available. SECTION 52. 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. 79708404.8 [The remainder of this page intentionally left blank] - 32 - PASSED AND ADOPTED on the 16th day of December, 2014. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS 16th DAY OF DECEMBER, 2014: Miles Risley, City Attorney 79708404.8 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 16th day of December, 2014, authorizing the issuance of the City's Marina System Revenue Bonds, Taxable Series 2015, 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 16th day of December, 2014. 79708404.8 City Secretary (CITY SEAL) S-2 That the foregoing ordinance was read for the first time and passed to its second reading on this the 9th day of December, 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 16th day of December, 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 16th day of December, 2014. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor 79708404.8 S-3 INDEX TO EXHIBITS Exhibit A Exhibit B Exhibit C 79708404.8 Paying Agent/Registrar Agreement Purchase Contract DTC Letter of Representations Index 79708404.8 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. A-1 79708404.8 EXHIBIT B Purchase Contract See Tab No. B-1 79708404.8 EXHIBIT C DTC Letter of Representations See Tab No. C-1 AGENDA MEMORANDUM First Reading for the City Council Meeting of December 9, 2014 Second Reading for the City Council Meeting of December 16, 2014 DATE: November 20, 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 Peter Davidson, Marina Superintendent Peterd@cctexas.com; 826-3983 Design — Build Agreement Pier R Replacement Corpus Christi Marina CAPTION: Ordinance appropriating $502,496 from a Texas Parks and Wildlife Department Grant for transient boat slips and $162,770 from a separate Texas Parks and Wildlife Department Grant for a wastewater pump out station in the No. 1058 Marina Grant Fund; changing the FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 to increase revenues and expenditures by $665,266 each; and authorizing the City Manager, or designee, to execute a Design/Build agreement with Jacob White Construction Company of Friendswood, Texas in the amount of $3,208,065.32 for the Marina Pier R Replacement project for the total base bid only. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute the Design — Build agreement with Jacob White Construction Co. of Friendswood, Texas in the amount of $3,208,065.32 for the Pier R Replacement project for the total base bid only. BACKGROUND AND FINDINGS: The existing R -Pier at the City Municipal Marina was constructed in 1982, and the dock is now in disrepair and is unsafe for its intended purposes. To facilitate repairs, on July 28, 2014, the City issued Request for Qualifications (RFQ) 2014-05 soliciting the qualifications and cost proposals of design -build teams consisting of licensed and insured consultants and marine contractors. The City's choice to utilize the design -build project delivery method to select the most qualified team to prepare design documents and project specifications in conjunction with the manufacturing and procurement of all the dock components is centered on the need to construct a very distinctive, complex, and fully -functional saltwater floating dock system. The Pier R Replacement has to address many extraordinary conditions including structural resistance to hurricane -force winds and tidal surges, contact within one of the most damaging marine corrosive environments in the US, and a fixed budget as approved by City Council. Additionally, this facility operates as an Enterprise Fund and must provide the amenities necessary to attract boaters to rent the individual slips such that the self - funding mechanism for the marina is effective. As per the RFQ, the design/build team would be responsible for preparing construction documents and project specifications; manufacture and procure dock components; remove existing piles; and construct the proposed 148 -slip saltwater floating dock system. Additionally, the design -build for the 148 slips will be inclusive of dockside utility services, gangways, walkways, finger piers, observation decks, security fencing and signage. The dockside utilities will include domestic water, shore power, individual slip electrical, fire protection, lighting and sewage pump -out system. The design -build team will also be responsible for all necessary governmental permits including acceptance by the Texas Department of Licensing and Regulation (TDLR) and assistance in obtaining the permit from the U.S. Army Corp of Engineers (USACE). The design -build team will also be responsible for the pre -design testing of any and all systems/sub- systems/utilities and other appurtenances required for the successful completion of the work. A total of 5 (five) design — build teams submitted qualifications on August 27, 2014. Three (3) teams were determined qualified and were shortlisted for further assessment. Each shortlisted respondent submitted a Technical Proposal and a Cost Proposal. Individually sealed Technical Proposals and Cost Proposals were received September 24, 2014. After Technical Proposals were opened and evaluated, the Cost Proposals were opened and evaluated. Presentations and Interviews were held October 2, 2014. The base bid consists of 118 boat slips located on Docks S, T and U. Additive Alternate 1 is for an additional 30 boat slips located on Dock R. The cost proposals submitted by the shortlisted teams are as follows: Design — Build Firm Base Bid Add Alt 1 Total Jacob White Construction Co. Friendswood TX $3,208,065.32 $489,520.00 $3,697,585.32 Russell Marine, LLC. Channelview TX $3,161,480.00 $675,745.00 $3,837,225.00 LNV, Inc. Corpus Christi TX $4,175,841.00 $618,287.00 $4,794,128.00 The firm of Jacob While Construction Company was chosen as the successful applicant based on qualifications and cost proposal submitted. ALTERNATIVES: 1. Authorize execution of the Design — Build contract. 2. Do not authorize execution of the Design - Build contract. (Not Recommended) OTHER CONSIDERATIONS: As allowed by the Government Code Chapter 2269 Contracting and Delivery Procedures for Construction Projects and more specifically Subchapter H Design -Build Procedures for Certain Civil Works Projects, in considering a construction contract using a method other than competitive bidding, the City "must, before advertising, determine which method provides the best value". The design -build approach focuses heavily on the qualifications of the design -builder and its key team members as well as price and subsequently selects design -build teams that have a demonstrated history of successfully collaborating on similar projects. Furthermore, the design -build procurement method uses a process that encourages the early participation of key trade constructors allowing the team to meet the City's need of identifying "hard" contract costs and budget ceilings in the first stages of project development. This early participation by the contractor establishes whether the target budgets will provide the essential solutions required. Due to budgetary limitations, the additive alternate for thirty additional boat slips will not be constructed at this time. It will be revisited for financial feasibility at a later date. CONFORMITY TO CITY POLICY: This contract conforms to City Fiscal Policy, the City's Charter and the FY 2014-2015 Capital Improvement Planning (CIP) Budget. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Marina 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 $3,306,381.32 $3,306,381.32 Encumbered / Expended Amount This item 3,208,065.32 3,208,065.32 Future Anticipated expenditures for this project 98,316.00 98,316.00 BALANCE 0 0 Fund(s): Marina Revenue Bond, Federal Grants, Marina Operating Fund RECOMMENDATION: City Staff recommends the approval of the Design — Build contract with Jacob White Construction Co. of Friendswood, Texas in the amount of $3,208,065.32 for the Pier R Replacement project for the total base bid only. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Grant Award Letters (2) Page 1 of 2 Ordinance appropriating $502,496 from a Texas Parks and Wildlife Department Grant for transient boat slips and $162,770 from a separate Texas Parks and Wildlife Department Grant for a wastewater pump out station in the No. 1058 Marina Grant Fund; changing the FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 to increase revenues and expenditures by $665,266 each; and authorizing the City Manager, or designee, to execute a Design/Build agreement with Jacob White Construction Company of Friendswood, Texas in the amount of $3,208,065.32 for the Marina Pier R Replacement project for the total base bid only. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. An amount of $665,266 from two (2) Texas Parks and Wildlife Department grants is appropriated into the Marina Grant Fund No. 1058 for the approved Marina Pier R Replacement project. SECTION 2. The FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 is changed to increase revenues and expenditures by $665,266 each. SECTION 3. The City Manager or designee is authorized to execute a design/build contract with Jacob While Construction Company of Friendswood, Texas in the amount of $3,208,065.32 for the total base bid of the Marina Pier R Replacement project. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Ordinance to appropriate grants Nelda Martinez Mayor Page 2 of 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta City Secretary Ordinance to appropriate grants Nelda Martinez Mayor V AA Project Location PROJECT # E14061 LOCATION MAP NOT TO SCALE N Corpus Christi Marina Pier R Replacement CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 1OF1 PROJECT BUDGET Design - Build Services Pier R Replacment Corpus Christi Marina (Project # E14061) PROJECT FUNDS AVAILABLE: Marina Revenue Bond$ 2,600,000.00 US Fish and Wildlife Transient Grant............... ..... 502,400.00 US Fish and Wildlife Pump Out Grant.................. ....... ................... 162,770.00 Marina Operating Budget................................. ....... ..................... 41,211.32 TOTAL $ 3,306,381.32 FUNDS REQUIRED: Construction: Design Build Team (Jacob White Construction Company).................... Construction Materials Testing (Estimated).............................. ....... Construction Inspection (In -House) .................................................. 3,208,065.32 32,774.00 16,197.00 Design: Geotechnical Testing (Rock Engineering).......................................... 19,300.00 Equipment Rental (for obtaining testing samples) ............................... 8,000.00 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance)........ 8,095.00 Engineering Services (Project Mgmt, Construction Mgmt)..................... 12,950.00 Misc.......................................................................................... 1,000.00 TOTAL $ 3,306,381.32 ESTIMATED PROJECT BUDGET BALANCE.................................... $ TEXAS PARKS AND WILDLIFE DEPARTMENT BOATING INFRASTRUCTURE GRANT PROGRAM CONSTRUCTION AGREEMENT Project Number. Y -23•D Project Name: Corpus Christi Coopers Alley Transient Boat Slips Project Period: 06.10.2014 TO 0430.2017 Total Project Cost $785,150.00 Approved Federal Funds: $502,496.00 (75%) PROJECT SCOPE AND LOCATION: The City of Corpus Christi will construct 35 transient boat slips at Coopers Alley L -Head to serve visiting transient recreational boats over 26' in length in the City of Corpus Christi, Nueces County Texas. The project is funded by federal pass-through funds from the Boating Infrastructure Grant (BIG) Program to provide facilities for non-trailerable recreational boaters. This project is being funded with federal funds generated by recreational boaters. As such, charging a fee to utilize this facility is discouraged. If a fee is charged to utilize the boat docks, all revenue collected must be used to maintain and operate the boating access facility. For and in consideration of the mutual covenants and benefits hereof, the Texas Parks and Wildlife Department ("Department') and the City of Combs Christi ("Sponsor') hereby contract with respect to the above described project ("Project") as follows: 1. This Agreement is not effective until the Construction Agreement has been fully executed and no construction work shall commence by the Sponsor until this agreement is fully executed by both parties. 2. The Sponsor shall submit complete construction plans and specifications (including site map) for the Project to the Department for approval prior to any construction. The Sponsor agrees to construct the 'Project according to the approved plans and specifications. 3. Construction may not begin until the project has been cleared of impacts to natural and cultural resources. Once clearance is obtained, sponsor will be given written notice to proceed with construction assuming all other program conditions have been met. 4. All construction shall be in compliance with all laws and regulations duly adopted by governmental agencies of competent jurisdiction. 5. After completion and final payment by the Department, the Sponsor shall assume sole responsibility for facility operation including area surveillance, maintenance and repairs for a minimum of twenty years. 6. Local regulations may be adopted by the Sponsor pursuant to Parks Section 31.092 of the Parks and Wildlife Code. It is understood and agreed that the Sponsor shall not designate public water served by the Project as areas restricted from use by registered motorboats without Department approval. Violation of this covenant by the Sponsor shall require 100% reimbursement to the Department of the costs of the Project. 7. The Department will assist the Sponsor with only advisory assistance within its capabilities. 8. The Department will perform a completion and acceptance inspection. Progress inspections may be performed at the discretion of the Department. 9. The Sponsor will maintain adequate records to support all claims for reimbursement and submit to the Department copies of all expenditures to be charged against the Project. 10. Sponsor 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. Sponsor further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Sponsor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Sponsor and the requirement to cooperate is include in any subcontract it awards. 11. In the event the cost of construction is below the maximum amount authorized, the Sponsor may, at its discretion, include additional improvements or appurtenances on each designated site as long as the project total contract cost figures are not exceeded; provided, however, such improvements or appurtenances are first approved in writing by the Department. 12. Upon completion of a satisfactory acceptance inspection by the Department, the Sponsor will fumish the Department with a certificate of completion and the required cost records. The Department shall remit to the Sponsor the amount of approved State funds within reasonable time from the date the Department approves such documentation as adequate. 13. The Sponsor agrees to comply with U.S. Fish & Wildlife Service Division of Federal Aid Assurances and U.S. Department of Interior Civil Rights Assurance which are attached and made part of this Agreement. 14. The Sponsor agrees that an independent audit will be conducted in accordance with federal circular A-133 audit if federal funds exceed $500,000 in a fiscal year. Copies of the report will be furnished to the Department. 15. Sponsor agrees to maintain and operate the project so it is available to the public for a minimum of 20 years. TEXAS PARKS AND WILDLIFE DEPARTMENT Tim Hogsett. Director, Recreation Grants Branch Name and Title CITY OF CORPUS CHRISTI by 7 r ,cs6t SU Y7/ /it/C e// //'s1l- Nafne and Title c2, - //-fO/ Date STATE OF TEXAS COUNTY OF NUECES AGREEMENT BETWEEN OWNER AND DESIGN -BUILDER COST PLUS FEE FOR A GUARANTEED MAXIMUM PRICE This AGREEMENT is made as of , 2014, by and between the following parties, for services in connection with the Project Identified below: OWNER: City of Corpus Christi, Texas P.O. Box 9277 Corpus Christi, Texas 78469 DESIGN -BUILDER: Jacob White Construction Co. 2000 W. Parkwood, Suite 100 Friendswood, Texas 77546 PROJECT: Pier R Replacement Design -Build, Corpus Christi, Texas, RFQ No. 2014-05, Project ID No. E13144. In consideration of the mutual covenants and obligations contained herein, Owner and Design -Builder agree as set forth herein. ARTICLE 1 — SCOPE OF WORK AND FIXED PROJECT BUDGET 1.1 Design -Builder shall perform all design and construction services, and provide all material, equipment, tools and labor, necessary to complete the Work described in and reasonably inferable from the Contract Documents. There is a fixed project budget, of $3,208,065.32 ("Fixed Project Budget") for the Project, including contingencies, as described below. During the preconstruction phase and as the design of the Project progresses, the Owner, based on the information and professional services provided by the Design -Builder, may modify the Fixed Project Budget from time to time based on modifications in the design, the detailed statement of probable construction cost and identification of a source of funds. The Fixed Project Budget, as established by the Owner, will be the amount of funds which Owner, upon approval of City council, will have available for the payment of all costs for the Project, including the Cost of the Work and the Design -Builder's Fee for construction phase services. Following Schematic Design Services, the Owner will review and issue a Notice to E14061 Pier R Replacement Design -Build Page 1 of 11 Proceed for the remainder of the Design -Build services. The Guaranteed Maximum Price for all services and work will be $3,208,065.32. The scope of services upon which the Guaranteed Maximum Price will be based, is attached as Exhibit A to this Agreement and made a part hereof. At owner's request, optional/additive Phase II work for the design and construction of 30 boat slips may be administratively authorized under this agreement at any time during the life of the contract at the Guaranteed Maximum Price of $489,520.00. 1.2 Phases of Services and the Work. The services and the Work to be performed by or through the Design -Builder shall be divided into the Preconstruction Phase and the Construction Phase. The Work to be performed under the Construction Phase may commence before the Preconstruction Phase is completed. However, no Work shall commence under the Construction Phase until a Notice to Proceed with regard to such Work has been issued by the Owner in accordance with the terms of the Contract. 1.3 Preconstruction Phase Services 1.3.1 As part of the Request for Qualifications documents for this Project, Design -Builder received the Owner's program requirements and objectives for the Project, and which is incorporated by reference herein. Design -Builder has provided to owner preliminary design specifications and an initial project schedule for the design and construction phases of the Project. 1.3.2 Schematic Design Documents. Design -Builder shall prepare Schematic Design Documents. The Design -Builder shall prepare schematic design options to meet architectural design program requirements for Owner's consideration. The Owner will review and approve the schematic design options to be developed for final Schematic Design Documents. The parties shall meet to discuss the Schematic Design Documents and agree upon what revisions, if any, should be made. Design -Builder shall perform such agreed-upon revisions. .1 As part of the Schematic Design Documents, the Design -Builder shall establish an architectural design program for Owner's review and approval In narrative form, describing major functional elements, space requirements and relationships between the elements, requirements within each space (environmental, acoustical, lighting, electrical, communications, cabinetry, security, etc.), site development requirements, code requirements, aesthetic requirements and other special considerations. Design -Builder shall include programming efforts such as reviewing existing building and site conditions, reviewing existing record documents, making measured drawings of existing construction as necessary, interviewing personnel, reviewing inventories of furniture, equipment and materials, attending meetings and taking other actions as necessary to establish the scope of the Project as dictated by the Owner's needs. 1.4 Quality Control Plan (QCP) 1.4.1 The Design -Builder agrees to perform quality assurance -quality control/ constructabillty reviews in accordance with the Design -Builder's approved Quality E14061 Pier R Replacement Design -Build Page 2 of 11 Control Plan (QCP), that is incorporated by reference and which includes any subsequent revisions approved by Owner. The QCP is to be submitted to the Owner for approval prior to the Owner's Issuance of a Notice to Proceed to the Design -Builder. In addition to providing the reports required by the QCP, the Design -Builder agrees to address any QCP comments from the Owner and provide resolution to the Owner's satisfaction. In the event the Owner retains a separate consultant to perform additional QCP services for the Owner, the Design -Builder will comply with the Professional Services Procurement Act to the extent applicable and the City's HUB Ordinance. Design -Builder will provide all necessary Information to the Owner, address any comments from the Owner's consultant, and provide resolution to the Owner's satisfaction. The Design -Builder shall include this language in all its subconsultant contracts to ensure subconsultants understand their responsibility for complying with the Owner's or Owner's consultant's QCP requirements. 1.4.2 The QCP reviews will be performed by a staff member of the Design -Builder not involved in day-to-day Project tasks. If the Design -Builder does not have the internal staff capacity to provide for this independent review, the Design -Builder must include a QCP subconsultant on the project team. The person performing the QCP reviews shall certify, seal and attest that the final construction bid documents have been drafted in full compliance with the QCP. 1.4.3 The Design -Builder will perform QCP reviews at intervals during the design phase, specified in the QCP, to ensure plans, specifications, and drawings satisfy accepted quality standards and meet the requirements of the project scope. Based on the findings of the QCP reviews, the Design -Builder must reconcile the project scope and budget as needed. Documentation will be included that verifies interdisciplinary coordination has occurred. 1.4.4 The Design -Builder will perform constructability reviews, using persons with construction experience, at appropriate intervals, during the design phase, specified in the QCP to ensure that the project is buildable, as well as cost-effective, biddable, and maintainable. Based on the findings of the constructability reviews, the Design Builder shall redesign the project, as required, to conform to the Fixed Construction Budget. The Design -Builder will provide interim construction estimates to verify that the project is within the Fixed Construction Budget. 1.4.5 Acceptance and/or approval of the Design -Builder's QCP documentation by the Owner do not constitute a release of the responsibilities and liability of the Design -Builder for the accuracy and competency of its QCP reviews and final construction documents. ARTICLE 2 — CONTRACT DOCUMENTS 2.1 The Contract Documents are comprised of the following: 2.1.1 All written modifications, amendments and Change Orders to this Agreement issued in accordance with Article 11 of the General Conditions of Contract Between Owner and Design -Builder ("General Conditions of Contract"); E14061 Pier R Replacement Design -Build Page 3 of 11 2.1.2 Request for Qualifications NO. 2014-05 (including technical proposal and cost proposal submitted by Design -Builder) 2.1.3 This agreement, including all exhibits and attachments; 2.1.4 Written Supplemental General Conditions, if any, to the General Conditions of Contract; 2.1.5 The General Conditions of Contract; 2.1.6 Construction Documents prepared and approved in accordance with this Agreement, the Scope of Work and the General Conditions of Contract; 2.1.7 The following documents, if any: .1 the documents contained In the Project Manual and not otherwise specifically referenced above. .2 the Request for Qualifications Documents, specifically including the HUB requirements contained therein. .3 the Design -Builder's Response submittals to Request for Qualifications of Owner. ARTICLE 3 — INTERPRETATION AND INTENT 3.1 The Contract Documents are intended to permit the parties to complete the Work and all obligations required by the Contract Documents within the Contract Time(s) for the Contract Price. The Contract Documents are intended to be complementary and Interpreted in harmony so as to avoid conflict, with words and phrases interpreted in a manner consistent with construction and design industry standards. In the event of any inconsistency, conflict, or ambiguity between or among the Contract Documents, the Contract Documents shall take precedence in the order in which they are listed in Section 2.1 hereof. 3.2 Terms, words and phrases used in the Contract Documents, including this Agreement, shall have the meanings given them in the General Conditions of Contract. 3.3 The Contract Documents form the entire agreement between Owner and Design Builder and by incorporation herein are as fully binding on the parties as if repeated herein. No oral representations or other agreements have been made by the parties except as specifically stated in the Contract Documents. ARTICLE 4 — OWNERSHIP AND USE OF DOCUMENTS 4.1 All Project Drawings and Specifications and other work product ("Work Product") produced by the Design -Builder under this Agreement are the property of the Owner. The Design -Builder may not provide copies of the Work Product to third parties or otherwise use the Work Product covered by this subsection without the express prior written approval of the Owner. E14061 Pier R Replacement Design -Build Page 4 of 11 4.2 The Design -Builder agrees that the Work Product, which is to be delivered under thls Agreement, and which is to be paid for by the Owner, is subject to the rights of the Owner in effect on the date of this Agreement. These rights include the right to use, duplicate and disclose such items in whole or in part, in any manner and for whatever purpose, and to have others do so. The Design -Builder shall not copyright or otherwise claim Ownership of the Work Product covered by this subsection. The Design -Builder shall include appropriate provisions In its subconsultant contracts to achieve the purpose of this subsection. 4.3 All Work Product furnished by the Design -Builder is considered instruments of its services for this Project. It is understood that the Design -Builder does not represent the Work Product to be suitable for reuse on any other project or for any other purpose(s). If the Owner reuses the Work Product for another Project without the Design -Builder's specific written verification or adaptation, such reuse will be at the risk of the Owner, without liability to the Design -Builder. 4.4 If the Design -Builder is terminated under this Agreement, the Owner may continue the Project and Design -Builder shall deliver a complete set of the Drawings, Specifications, and other Work Product within fourteen (14) calendar days of the notice of termination in the format designated by the Owner. The Owner may have these documents completed, corrected, revised or added to by another design professional in accordance with Title 22, Chapter 137.33(1) of the Texas Administrative Code. 4.5 Record Documents. Design -Builder shall provide Owner one complete copy of the Work Product in electronic file formats (CD -R). Drawings shall be prepared with computer- aided design and drawing technology utilizing the Owner's CADD Standards, which will be provided to Design -Builder. The record documents shall refiect any changes (Field Order, Change Orders, Work Change Directives, etc.) made subsequent to the Owner's receipt of approved Construction Documents. Copies of the record documents that may be relied upon by Owner are limited to the printed copies that are signed and sealed by the Design -Builder's architect of record. Electronic files of record documents that are furnished by Design -Builder to Owner are only for the convenience of Owner. 4.6 Records Retention Policy and Access. Design -Builder shall retain copies of all Work Product, Record Documents and other Project records, including but not limited to acceptable accounting records, (the "Records") for a minimum of three (3) years from the date of final acceptance of the Work or such longer period of time as would be reasonably required in the event of any litigation arising out of or connected to the Project or this Agreement or as required by the terms of any applicable grant(s). Owner and any other regulatory entity with jurisdiction over the Project shall have reasonable access at all times to the Records for the purpose of making copies, excerpts, and transcriptions, and conducting audits and examinations. 4.6.1 Owner's Right to Audit. Owner shall have the right to perform audits on the Records and the Records of subcontractors and subconsultants in accordance with the General Conditions of the Contract. ARTICLE 5 — CONTRACT TIME E14061 Pier R Replacement Design -Build Page 5 of 11 5.1 Date of Commencement. The Work shall commence within five (5) days of Design Builder's receipt of Owner's Notice to Proceed ("Date of Commencement") unless the parties mutually agree otherwise in writing. 5.1.1 Phases of Services and the Work. The services and the Work to be performed by or through the Design -Builder shall be divided into the Preconstruction Phase and the Construction Phase. The Work to be performed under the Construction Phase may commence before the Preconstruction Phase is completed. However, no Work shall commence under the Construction Phase until a Notice to Proceed with regard to such Work has been issued by the Owner in accordance with the terms of the Contract. 5.2 Substantial Completion and Final Completion 5.2.1 Substantial Completion of the entire Work shall be accomplished no later than 200 calendar days from written Notice to Proceed with Design Phase Services, which date shall be the "Scheduled Substantial Completion Date". 5.2.2 Interim milestones and/or Partial Substantial Completion of identified portions of the Work shall be achieved as follows: .1 Interim milestones and/or Partial Substantial Completion dates for portions of the Work, if any, are determined and agreed upon as part of the Schematic Design services. 5.2.3 Final Completion of the Work or identified portions, and resolution of all unresolved Claims of the Work shall be achieved no later than 7 calendar days following Scheduled Substantial Completion Date. 5.2.4 The Scheduled Substantial Completion Date set forth in this Article 5 ("Contract Time(s)") shall be subject to adjustment in accordance with the General Conditions of Contract. 5.3 Time is of the Essence. Owner and Design -Builder mutually agree that time is of the essence with respect to the dates and times set forth in the Contract Documents. 5.4 Liquidated Damages. 5.4.1 Design -Builder understands that if Substantial Completion is not attained by the Scheduled Substantial Completion Date, Owner will suffer damages which are difficult to determine and accurately specify. Design -Builder agrees that if Substantial Completion is not attained by the Scheduled Substantial Completion (the "LD Date"), Design -Builder shall pay Owner six hundred eighty dollars and zero cents ($680.00) as liquidated damages for each day that Substantial Completion extends beyond the LD Date. 5.4.2 In addition, if Final Completion is not attained by 7 calendar days following Scheduled Substantial Completion Date ("Final Completion Liquidated Damages Date"), Design -Builder will pay Owner six hundred eighty dollars and zero cents ($680.00) as Liquidated Damages for each day Final Completion extends beyond the Final Completion Liquidated Damages Date. E14061 Pier R Replacement Design -Build Page 6 of 11 5.4.3 Owner reserves the right to either liquidated damages provided herein or actual damages. Actual damages include, but are not limited to, any and all extra costs, losses, expenses, claims, penalties and any other damages, whether special or consequential, and of whatsoever nature incurred by Owner which are occasioned by any delay in achieving Substantial Completion or Final Completion. 5.4.4 To the extent that the parties enter into a Work Authorization Amendment for a portion of the Work (a Work Package for less than the entire scope of the Work), the parties may agree therein to a required Substantial Completion Date for such portion of the Work and separate Liquidated Damages for the Design -Builder's failure to achieve Substantial Completion of such portion of the Work within the Contract Time Requirements provided therein. The Liquidated Damages set out in a Work Authorization Agreement for a portion of the Work shall be in an amount which bears the same ratio to the Liquidated Damages for the entire Work's Fixed Construction Budget, as set forth above, as the estimated Cost of the Work of that Work Package (as reflected in the GMP Proposal) bears to the Fixed Construction Budget. The total value of liquidated damages set out in a Work Package will, upon Substantial Completion of that Work Package, proportionately reduce the overall total liquidated damages that could be assessed by the Owner for the entire Work. 5.4.5 Notwithstanding anything to the contrary contained herein, the maximum amount of Liquidated Damages that may be assessed against and paid by Design - Builder shall not exceed in the aggregate the amount of the sum of the Design - Builder's Preconstruction Phase Fee and the Design -Builder's Construction Phase Fee as set forth below, prior to any adjustment as authorized by the Contract Documents. This maximum amount of liquidated damages shall not apply to the amount of delay damages recoverable by the Owner In an action brought against the Design -Builder for delay in achieving Substantial Completion as required herein In the event that the Liquidated Damages are held by the applicable court or arbitration panel to be unenforceable as a penalty, except where the Liquidated Damages are held to be unenforceable as a result of a legal challenge in such action by the Owner. 5.5 Warranty Period. The warranty period will commence on the date of Substantial Completion of the entire Project and continue for one calendar year thereafter. Design - Builder's general warranty and guarantee obligations are set out in the General Conditions of the Contract. ARTICLE 6 — Contract Price 6.1 Any additional compensation that may be required by reason of Owner requested changes to previously approved Work Product or Owner requested increases in scope of Project, if allowed, shall be executed as a Change Order to this Agreement in accordance with the applicable provisions of the General Conditions, provided, however, that the correction of previously approved Work Product, which is in error or omission, or to correct deficiencies in Work, will not be eligible for additional compensation. 6.2 Payments for Schematic Design Phase and Professional Services shall be made monthly in proportion to services performed within each Phase of services, on the basis set forth in Articles 1 and 7, respectively E14061 Pier R Replacement Design -Build Page 7 of 11 ARTICLE 7 — PROCEDURE FOR PAYMENT 7.1 Progress Payments 7.1.1 Design -Builder shall submit applications for Progress Payments to Owner no more than once a month and in accordance with Article 15 of the General Conditions of Contract. 7.1.2 Owner shall make payment within thirty (30) days after Owner's receipt of each properly submitted and accurate Application for Payment in accordance with Article 15 of the General Conditions of Contract. 7.2 Retainage on Progress Payments 7.2.1 Owner will retain five percent (5%) of the construction cost component of each Application for Payment until final payment. 7.2.2 If the Work is near completion and delay occurs due to no fault or neglect of Design -Builder, Owner may pay a portion of the retained amount to Design -Builder. 7.3 Record Keeping and Financial Controls. Design -Builder acknowledges that this Agreement is to be administered on an "open book" arrangement relative to Costs of the Work and all other amounts included in the Contract Price. Design -Builder shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management, using accounting and control systems In accordance with generally accepted accounting principles and as may be provided in the Contract Documents. During the performance of the Work and for a period of three (3) years after Final Payment, Owner and Owner's accountants and other designees shall be afforded reasonable access from time to time, to audit in accordance with General Conditions of the Contract. ARTICLE 8 — TERMINATION FOR CONVENIENCE 8.1 Upon ten (10) days' written notice to Design -Builder, Owner may, for its convenience and without cause, elect to terminate this Agreement. In such event, Owner shall pay Design - Builder for the following: 8.1.1 All Work executed and for proven loss, cost or expense in connection with the Work; 8.1.2 The reasonable costs and expenses attributable to such termination, including demobilization costs and amounts due in settlement of terminated contracts with Subcontractors and Design Consultants; 8.1.3 The Design -Builder's Fee only on the sum of items .1 and .2 above. No overhead, profit, or Design -Builder's Fee will be paid on unperformed work. Page 8 of 11 E14061 Pier R Replacement Design -Build 8.2 If Owner terminates this Agreement pursuant to Section 8.1 above and proceeds to design and construct the Project through its employees, agents or third parties, Owner's rights to use the Work Product shall be as set forth in Article 4. 8.3 Termination by Owner. Article 16 of the General Conditions includes additional provisions for Termination by Owner, which are incorporated herein by reference. ARTICLE 9 — REPRESENTATIVES OF THE DESIGN -BUILDER 9.1 Design -Builder designates the individual listed below as its Senior Representative ("DesIgn-Builder's Senior Representative"), which individual has the authority and responsibility for avoiding and resolving disputes under the General Conditions of Contract: Identify individual's name, title, address and telephone numbers. Selo ¥t',e�_ 2000 e�5wocx0 1?546 9.2 Design -Builder designates the individual listed below as its Design -Builder's Representative, which individual has the authority and responsibility set forth in the General Conditions of Contract: Identify individual's name, title, address and telephone numbers. 5e 4 r1 r f'Lit Foao 11) •PorJetcced F el" rA, 1754 6 (y%)) 5)o -SOW ARTICLE 10 — BONDS AND INSURANCE 10.1 Insurance. Design -Builder shall procure the following insurance coverages: The specific insurance coverage requirements applicable to this Project are set forth in Exhibit C of RFQ 2014-05. 10.2 Bonds and Other Performance Security. Design -Builder shall provide the following performance bond and labor and material payment bond or other performance security: E14061 Pier R Replacement Design -Build Page 9 of 11 The specific bond coverage requirements applicable to this Project as set forth in the General Conditions and the Supplemental General Conditions. Design -Builder must provide the bonds at the time of contract execution. Additional requirements regarding such bonds not in conflict herewith are as set forth in the General Conditions and the Supplemental General Conditions. Design -Builder shall keep the Surety Informed of the progress of the Work, and, where necessary, obtain the Surety's consent to and waiver of: (1) notice of changes in the Work; (2) request for reduction or release of retention; (3) request for final payment; and (4) any other material change required by the Surety. Owner may, in its sole discretion, inform the Surety of the progress of the Work and obtain consents as necessary to protect Owner 's rights, interest, privileges, and benefits under and pursuant to any bond issued in connection with the Work ARTICLE 11 — OTHER PROVISIONS 11.1 In providing services hereunder, Design -Builder shall comply with the applicable provisions of Chapter 1001 of the Texas Occupations Code: the Texas Engineering Practices Act, and Article 249a of Vernon's Texas Civil Statutes with respect to the practice of architecture, and the purchasing requirements of Section 361.426 of the Texas Health and Safety Code. 11.2 Nothing in this Agreement is intended to or shall be construed to create any independent legal or contractual relationship between Owner and Design -Builder's Design Consultant. 11.3 At Owner's sole option, any items of personal property, which have been purchased in connection with the performance of the Work, which still have some use for their intended purpose and which are otherwise transferable, specifically including but not limited to any office equipment, computer hardware and computer software, shall be provided to Owner upon final completion of the Work or, as applicable, completion of the Warranty Period. 11.4 The Design -Builder covenants with Owner to furnish its best skill and judgment in the management of the Project, to furnish efficient business administration and superintendence, to use its best efforts to furnish at all times an adequate supply of skilled workers and material and to perform the Work in the best way and in the most expeditious and economical manner consistent with the intent of the Project, provided that Design -Builder shall at all times exercise complete control over the means, methods and techniques of construction. In executing this Agreement, Owner and Design -Builder each individually represents that it has the necessary financial resources to fulfill its obligations under this Agreement, and each has the necessary corporate approvals to execute this Agreement, and perform the services described herein OWNER: DESIGN -BUILDER: CITY OF CORPUS CHRISTI Jacob White Construction Co. E14061 Pier R Replacement Design -Build Page10of11 11/21/2014 Natasha Fudge, P.E Date Jeff kill/7) Date Acting Director Capita! Programs President 2000 West Parkwood Friendswood, Texas 77546 (361) 286-6666 sean@jacobwhitecc.com RECOMMENDED Operating Department Date APPROVED Office of Management Date and Budget APPROVED AS TO LEGAL FORM Assistant City Attorney Date ATTEST Rebecca Huerta, City Secretary Fund Name Accounting Unit Account No. Activity No Amount Marina Grant 1058-121 550910 E140610011058EXP $502,496.00 Marina Grant 1058-121 550910 E140610011058EXP $162,770.00 Marina Debt 3234-121 550910 E140610013234EXP $2_,542,799.32 Total $3,208,065.32 Encumbrance No. E14061 Pier R Replacement Design -Build Page 11 of 11 RFCINO. 2014-05 PIER R REPt.ACEMENT JacobWhite CONSTRUCTION COMPANY City of Corpus Christi City Secretary's Office 1" FioorCity Hail 1201 Leopard Street Corpus Christi, TX 78401 Protect Approach and Management Plan • We feel our team is in essence a well-oiled machine. We have worked with each other time and time and again and intend on using this same philosophy for the purposes of this protect. Knowing a subcontractor's strengths and weaknesses allow us to predict if a schedule is truly attainable and where pitfalls may occur. Mast general contractors shop by lowest price. We believe in potentlaiiy paying a small amount more to gain a large amount more. They say a chain is only as good as its weakest link and at Jacob White, we believe our subcontractor selection makes up a large part of who we are. On the rare occasion when we are in a crunch for time or money, we can depend on those who we take care of to take care of us, whether that incorporates better pricing or more crews an nights or weekends. This being said, we fees the schedule for this project is more than attainable with proper pre -planning and contractor commitments. • A portion of our business Is the design, development, construction, and management of our own office, Industrial, and medical properties. This being the case, our concept is simple. Do it right and do It once. Understanding the Impact that warranty calls have on total jab cost is critical to being committed to high quality construction and design excellence. We not only hold ourselves in high regard from a very preliminary stage of construction but throughout the project and post-deilvery. Simply stated, we believe in the taw of primacy when It comes to setting the tone for the remainder of the project. The team we have (and are in the process) of assembling are all committed to design and engineering excellence. These vendors all build institutional quality properties alongside us on a daily basis. • Our team believes in haiding others accountable by meeting on site a minimum of once a week with upper management of subcontractors, owners, and any third parties required. These meetings prove to be extremely productive in holding each and every person accountable. Meeting notes and summaries are conducted, distributed, and placed back into the project schedule as required. It's a simple way of holding everyone accountable throughout the duration of the protect. • Our workload Is typically very steady with projects always beginning and ending. This project In particulariy begins at a great time as our team off of the Sea Scout project would be transitioning straight on to the management of this'RFQ. Our subcontract base is comprised of a few union shops which allow us to pull as many dedicated hands as needed. In the event this EXHIBIT "A" Page 1 of 15 RFQ NO. 2014-05 PIER R REPLACEMENT project Is delayed, we will still be able to transition qualified management personnel to the dock construction. • Mast team members are fluent In AutoCAD, Microsoft products, construction scheduling, and project management software (or a combination of the above at a minimum). All project managers and field superintendents are equipped with !Pads and (Phones that are able to login straight to project folders to look at prints, develop RR's , issue submittals, or adjust schedules as required. • As a design bulid firm, value engineering Is an everyday task for us. We enjoy helping owners and owner's reps understand where cost are and more Importantly, how cost can be reduced. Some inherent advantages of Timber Floating docks compared to other dock systems are: • Timber floating docks are lighter than concrete systems and do not require the use of cranes during • Although lighter in weight the strength of the box beam system and the unique connection of the finger piers to the main walk, allows for up to a 40'f inger length without the need of a support pile at the end of the finger. • if damaged by storm or errant boater, the timber system can be repaired more easily than concrete systems and M many cases, the work can be performed by site personnel. There is a wider variety of decking available with the woad system, including concrete dedk pans (with o choke offinishes), inlshes), composite decking, hardwood decking (IPE, Grappa, eta), and even spedally treated timber. • The installation of utilities Is for easier on a tknber dock. Nearly the entire width of the main walk Is available far utilities. The bottom shear panel creates o safe walking surface for utility installers. The utlltles con then be easily accessed In the future for inspections or repairs. • Given the protect needs, goals, and budget Jacob White Construction Ca and Atfontk Meeco are recommending Concrete orSteel Piles. At this time we reflect a prix for conaete piles In our prke. • Our quality control plan bolls down to four main prfndpies: We plan, we do, we check and most hnportontly, we act. Our team of management professionals understand the importance of small details having a large Impact EXHIBIT "A" Page 2 of 15 Atlantic Meeco THE MARINA COMPANY The Atlantic System Design Specifications For City of Corpus Christi, Texas Materials All materials for this construction shall conform to the following specification and shall be from an acceptable source of materials from which tests and service records arc available. In the event test and service records are not available, the materials shall be subjected to such tests as arc necessary to determine acceptability for use in the work. Float Shell Shall be n one-piccc rotationally molded shell, made from tinier low density polyethylene, pigmented block for maximum resistance to ultraviolet degradation. Shell shall have a nominal wall thickness of 0.150" and shall have a minimum of six mounting slots. Material shall conform to ASTM D732, D1822, D638, D1248 and D1043. Flotation units shall be secured to the dock structure by 3/8" x 3" hex -head lag screws. Fount Core Float shell shall be filled with expanded in place polystyrene of .9 to I .i pound per cubic foot density and have a water absorption less than 3% by volume. Material shall conform to ASTM C272. Glue Laminated Timber Structural Glue Laminated Timber shall be in conformance with Voluntary Product Standard PS 56. Trrrciural Glue Laminated Thither And The Inspection Neutral, The American institute of Timber Construction, AITC 200. All adhesives for structural laminated wood shall be for wood use under exterior (wet use) exposure conditions as per ASTM D2559. Appearance of members shall be Architectural Grade V8, rated F25. All members shall be pressure preservative treated to 0.6 PCP Pentachlorophenol per A\VPA standard C28 with no incising for appearance. All cuts and drill holes of treated malarial shall be field treated by conlmctor in accordance with AWI'A M4. Decking I?xposed Aggregate Concrete Decking Mainwalks, hcadpicrs and fingers 5/8ths Inch exposed aggregate finish with 2' x 3' x i h" thick removable panels. Natural earth tones, durable allowing ready access to utilities. 28 day strength of 5,000 psi with internal galvanized reinforcement, added strength, added safety Decking shall be installed with special pan tape caulking between the support member and the concrntc panel. 15el leg &hith ewe • AltAkskg Whim PS4411JVl • Aye 91,1411,011 • Sekrfu91dWIJ.J11S EXHIBIT "A" Page 3 of 15 Pan spacers specifically designed by Atlantic Mecca to kap pans aligned and prevent movement over a period of yearn. After installation, the height variation between panels shall not exceed 0.25" in accordance to Federal Register Vol. 56, No. 144 figure 7. Composite Decking For patios near marginal walk and 4' x 4' comcrwalks. Manufactured by Moisture shield Wood Polymer composite wood, 2" x 6", low maintenance, long life. Recycled wood and plastics, environmentally sound Attached with Stainless Steel Screws. Treated Southern Yellow Pine Sidwood Bumpering Lumber shall be 2" x 6" (nominal) Southern Pine Graded No. 1 S4S, conforming in all specs to Southern Pine Inspection Bureau as applicable. All lumber and deck timbers shall be given preservative treatment and shall bear the quality shark of AWPA. Preservation retention shall be 0.4# CF minimum. Sidewood shall be attached to the timber structure using 5/16ths x 2 114:" flat head, Type , self tapping screws coated with .005 zinc -yellow dichromate and three coats of Mangi 599 or equal. Plywood Plywood shall be 314" CCX .60 PCF CCA stamped FDN per AWPB Standard and AWPA C9. All exposed plywood edges shall be sealed with waterproof coating Shq/1-lac or approved equal. End grain coating to be done according to Industry standards. Aluminum, &eel and Stainless Steel Aluminum shall be marine grade series in all cases. All steel shall be minimal thickness of 114" to ASTM Standard A36. Steel fasteners other than stainless steel shall be hot -dipped galvanized after fabrication as per ASTM Standard 153. All bolts, and clip angles are per ASTM Standard A307. Deck Fasteners shall be 304 Stainless Steel Screws. AH other fasteners shall be hot -dipped galvanized per ASTM Standard 153. Cleats shall be cast Aluminum sized according to the size of the berthed vessel. Epoxy Resins and Hardeners Bottom skin plywood shall be glued to wafers, transverse members or transverse nailer boards using a waterproof thermosetting resin adhesive. Additionally, all glue laminated timber splice blocks shall be field glued using the same thermosetting resin adhesive, Epotuf® or approved equal. Performance Atlantic-Meeco shall submit a complete set of shop drawings and calculations for approval by Buyer. Dead Load Freeboard Freeboard under dead load only shall not be less than 20 inches nor exceed 24 inches. Dead Toad shall consist of the float system including decking, hardware and utilities. IS01 fat kArreau • deal sh albbaroa it91 4W • &as flMt14I • Msha f1&12*$1Is EXHIBIT "A" Page 4 o115 Live Load The float system shall be capable of supporting a uniformly distributed live load of 30 lbs./sq. ft. with a freeboard of not less than 9 inches. Execution All work shall be performed in a workmani like manner and all workmanship shall be of the highest quality. Float Spacing Flotation units shall be spaced to provide an optimum balance between stability, deck support, and clean water circulation. Structure Headwalk structures shall be made into prefabricated modules from glue laminated waler beams. Beams shall be secured at external corners and at every transverse timber member with a galvanized steel clip and bolts. A plywood shear panel shall be glued and nailed to the transverse and longitudinal members. Transverse members shall be 3 1/8" x 4 1/2" glu-lam timbers. Supported on top of the transverse members shall be 3 1/8" x 411Z" longitudinal glu-Ism timbers secured by lag bolts to the transverse members. Structures shall be connected utilizing glue laminated timber splice blocks that are glued in place and through bolted. Finger piers shall be as detailed in the plans. Minimum Edge DWances Edge distances for bolt holes in steel members shall be in accordance with the Manna! of Steel Construction, and for bolt holes in timber members, edge distances shall be in accordance with the Western Wood Use Book. Edge distances shall apply to the basic structure, not to mooring cleats, on which the primary component of force is vertical, not lateral. Rub Strip Unless otherwise specified, rub strip shall be continuous throughout the bathing area of the dock. Rub strip shall be fastened with stainless steel staples. Pile Guides We recommend that pile guides be Internal on the finger pier ends, and along the side ties. Ail pile guides will have a welded steel frame and shall conform to the specified steel piling diameter. Pile guides shall be sized to allow venical movement of the floating structure. Pile guides shall be designed to protect the system from damage due to movement and changes in water conditions and elevations. Mooring Hardware Cleats shall be sized according to size of berthed vessel. They shall be through bolted with malleable washers per hardware standards. Cleats shall not be lagged. 1fMfh+ifAsakAzear » ildiwr4 thkettal401 • PirrsPt U7$41 • 5derntrigelEIS EXHIBIT "A" Page 5 of 15 Atlantic = Meeco IIIE MARINA COMPANY Corpus Christi Marina Wood Dock System Advantages Some inherent advantages of Timber Floating docks compared to other dock systems are: • Timber floating docks are lighter than concrete systems and do not require the use of cranes during the instaliation process • Although lighter in weight the strength of the box beam system and the unique connection of the Finger piers to the mainwaik, allows for up to a 40' finger length without the need of a support pile at the endo[ the finger. • if damaged by storm or errant boater, the timber system can be repaired more easily than concrete systems and in many cases, the work can be performed by site personnel. • There is a wider variety of decking available with the wood system, Including concrete deck pans (with a choice of finishes), composite decking, hardwood decking (iPE, Grappa, etc), and even spedaliy treated timber. • The instaiiatlon of utilities is far easier on a timber dock. Nearly the entire width of the mainwaik is available for utilities. The bottom shear panel creates a safe waiking surface for utility installers. The utilities can then be easily accessed in the future for inspections or repairs. • The system is both flexible and strong, unique in both design and esthetics. • Strong, safe, long life, maintainable, repairable, beautiful. All in ali, the best investment for the dollar spent. 15Ol twjlkmkiienrr • Ak key O1iJ 1/Y411JO1 • Aare 91117J6W • Sok 5tar lldU2l3115 EXHIBIT "A" Page 6of'15 Corpus Ch sti Capital Programs MEMORANDUM OF ADDITIONAL ASSESSMENT Request for Qualifications (RFQ) No. 2014-05 Design -Build Services for the Pler R Replacement Corpus Christi Municipal Marina, Corpus Christi, TX TO: Short -Listed Respondents FROM: Valerie H. Gray, P.E. — interim Executive Director of Public Works DATE: September 12, 2014 SUBJECT: REQUEST FOR STEP 3-TECHNICILL PROPOSAL AND COST PROPOSAL as a part of RFQ No. 2014-05 SECTION IV. EVALUATION AND SELECTION OF DESIGN -BUIL] FIRMS Based on the City's evaluation of the submitted SOQ's requested In RFQ 2014-05, the Clty has qualified the following Respondents, listed alphabetically, for further assessment: • Jacob White Construction Company ■ LNV, Inc. ■ Russeii Marine, LLC Each Respondent listed above is requested to submit a Technical Proposal, specific to the project requirements included herein, and a corresponding Cost Proposal in accordance with the terms and conditions included herein. Detailed instruction for preparing bath the Technical Proposal and Cost Proposal Is provided herein, including a description of the format and level of completeness. Shartlisted respondents will NOT be paid a fee. reimbursement or allowance for the Preparation of the Technical Proposal or Cost Proposal. The following special Instructions shall apply: • Interested Respondents shall submit four (4J hardcopies of both their Technical Propose; and Cost Proposal The Technical Proposal and Cost Proposal will be individually sealed and delivered to the City at the time and place speciiled herein. In accordance with Sec. 2269.361 of the Government Code, the City shaii first open, evaluate and score each responsive Technical Praposai. The City shaii EXHIBIT "A" Page T of 15 subsequentiy open, evacuate, and scare the Cost Proposal. Points wHi be assigned equal to the weighting as identified In RFQ NO. 2014.05. • Respondents shall submit the Technical Proposal and Cost Proposai in individually sealed envelopes/boxes (Identlfled spectflcally as either the Technical Proposal or the Cost Proposai) and marked "RFQ NO. 2014.05, OESIGN-BUILO SERVICES FOR THE PIER R REPLACEMENT, CORPUS CHR5T1 MARINA — DEVELOPMENTOF DOCKS R, 5, T & U". • Technkai Proposals and Cost Proposals must be physically received and time -stamped in the City Secretary's Office, l" Floor, City Hail, 1201 Leopard Street, Corpus Christi, Texas 78401 by 2:00 p.rn. Wednesday, September 24, 2014. No Technical Proposal or Cost Proposal wili be accepted after this date and time. • No matter which method of delivery a Respondent chooses (United States Postal Service, courier, hand delivery, or other) to submit their proposals, It IS the Respondent's responsibility to ensure that each is actually received and time -stamped In the City Secretary's Office, 1st Floor, City Hall by the deadline specified above. • As per Sec. 2269.364 of the Government Code, the Respondent retains ail rights to the work product submitted in the Technlcai Proposal and Cost Proposal. The City may not release or disclose to any person, lnciuding the successful design-bulid team, the work product contained In an unsuccessful proposal. The City shaii return ail copies of the proposal and other information submitted to ALL unsuccessfui Respondents. • The City will not be bound under any agreement until the City Manager or designee signs the contract (and, In addition, only uniess the person authorized to bind the Respondent actually signs the contract). Natasha Fudge, P.E, Acting Director of Capital Programs at (361) 826.3500, 1201 Leopard Street, 31° Floor City Hail, Corpus Christi, TX 78401 is the Independent Represenletive For Procurement for this project. e H. Gray, .E. Executive Dire tar of Public Works Copy: Natasha Fudge, P.E., Acting Director of Capital Programs, City of Corpus Christi, TX Attached: 1) Request for Technics; Proposal and Cost Proposal 2) Exhibit 1- Concept Reference Drawings (3 Sheets) 3) Exhibit 2 - Approved United States Corps of Engineers' Letter of Permission EXHIBIT "A" Page 8 of 15 Request for Technical Proposal and Cost Proposal RFQ No. 2014-05 Design -Build Services for the Pier R Replacement Corpus Christi Municipal Marina, Corpus Christi, TX GENERAL As a continuation of RFQ NO. 2014-05, the City of Corpus Christi (thy) is requesting &Techhnical Proposal and a Cost Proposal from the short -fisted design -build teams that were seiected for further assessment. The short-iisted design -build teams were selected on the basis that each are capable of implementing the activities assodated with the removal of the plies for the existing 106 boat slip Pier R, the design and preparation of construction documents, and the replacement construction of a 148 boat slip saltwater floating dock attached to the Cooper's Ailey L -Head at the City's Munidpai Marina. The City's purpose for obtaining a Technical Proposal and Cost Proposal 1s to assist In selecting the most qualified design -build team to prepare construction documents and project specifications; manufacture and procure dock components; remove existing plies; and construct the proposed 148 -slip saltwater floating dock system. Ail construction documents and foedfications must be sgg!g f and srengp IN an eneineer licensed in the State of Texas. Additionaiiy, the design -build for the 148 siips will be inclusive of dockside utility services, gangways, walkways, finger piers, observation decks, security fencing and signage. The dockside utilities will Include domestic water, shore power, Individual slip electrical, fire protection, lighting and sewage pump -out system. The design-bulld team will also be responsible for all necessary governmental permits including acceptance by the qty of Corpus Christi and the Texas Department of licensing and Regulation (TDLR). See attached, the approved U.S. Corps of Engineers permit. The design-bulid team will also be responsible for the pre -design testing of any and ail systems/sub-systems/utilities and other appurtenances required for the successful design and construction completion. The intent of the City Is to be under contract by the end of 2014 and construction to be complete such that the dock is fully-operatlonai by late Spring 2015. The project budget, as approved by the City Coundl for ail design -build costs, geotechnical investigations, contingencies, construction inspection services, construction materiaai testing, contract administration, finance fees and miscellaneous costs is fixed as follows; Marina Revenue Bonds 82,600,000 USFW Transient Grant $ 502,496 USFW Sewing Puma)uLGrant S 137.000 Total Funds Available $3,239,496 Subsequent to receipt of the Technical Proposals and Cost Proposals, a mandatory Presentation and Interview will be scheduled. The Presentation must be led by the proposed Project Manager, with supporting participation by key team members. Each Respondent will have up to twenty -rive (25) minutes far a Presentation and the interview (Q&A) will be no longer than thirty (30) minutes. Five (5) minutes will be allowed at the end for Closing Remarks. The total combined time for the Presentation, Interview and Closing Remarks Is sixty (60) minutes. Presentation must address: EXHIBIT "A" Page 9 of 15 • Design -Build Team Qualifications and Experience • Technical Proposal • Cost Proposai • Ability to Complete Tasks On Time • Advantageous Key Team Differences • Point Weighting as per RFQ 2014-05 Following the Presentation, the interview shali also be led by the proposed Project Manager, with supporting participation by key team members. Pre -selected questions will be asked, after which the City may ask additional follow-up questions and questions seeking clarification of responses. All questions will be administered and answered orally. The City may ask up to 20 questions subject to the availability of time.. Requests for special accommodations must be made in writing a minimum of era) days prior to the interview. The City will provide all reasonable accommodations to the extent possible. Questions Wilmot be provided In advance. TECHNICAL. PROPOSAL. CRITERIA Note: The Texas Coastal Bend region (which includes the Carpus Christi Marina) comes Into contact with some of the most damaging marine corrosion environment in the United States. "Aqueous Corrosion" describes the majority of the problems encountered through contact with the saltwater but "Atmospheric Corrosion" should also be recognized as challenging. This natural occurrence mutt by considered and discussed in all aspects of short term and lona term constrpctobility and ooeratlanol maintenance. Technical Proposal 115 Points) Each Technical Proposal will address, at a minimum: • Project approach (work plan) • Management approach to meet proposed schedule • Quality Control Plan • Environmental Management/Protection Plan • Identification of project risks and a Risk Remediation Plan • Detailed PmJect Schedule - CPM -like project schedule for ail work tasks • Warranty period for five 15) years far docks, anchorage systems, subsystems, attachments and ancillary (cabling and piping) equipment • Engineering design to include of the foibwing: a. Type of structural system for the proposed floating docks with consideration for: I. Steel plles vs. H. Wood plies vs. iii. Concrete piles vs. Iv. Fiberglass/Synthetic/Composite pees b. Type of dock walkway and surface decking I. Wood (identify specie) II. Concrete Qi. Durability vs. Constructablilty EXHIBIT "A" Page 10 of 15 • Respondent accepts ail of the terms and condhlons of the RF4 2814-05. Including those dealing with required Bonds. The costs will remain subject to acceptance for 90 days after the opening of the Cost Proposal. ■ Respondent will accept a provision of the Agreement as to liquidated damages (Including loss of revenue from the slips not being available for leasing) in the event of its failure to complete the work In accordance with the schedule set forth in the Agreement. • Respondent acknowledges receipt of the following Addenda: MINg: Addendum Date Si=nature Am immeledgfng Receipt 1 4> ` 13 -Ill 5M144----- _ RESPONDENT'S REPRESENTATIONS ■ The Respondent has visited the Site and become familiar with and is satisfied as to the general, local and Site conditions that may affect cost, progress and performance of the Work. ▪ The Respondent Is familiar with Laws and Regulations that may affect cost, progress, and performance of the Work. ■ The Respondent has considered the: a. Information known to Respondent; b. Information commonly known to contractors doing business in the locality of the Site; c. information and observations obtained from visits to the Site. • The Respondent has considered the Items Identified in the Technical Proposal with respect to the effect of such information, observations and documents on: a. The cost, progress and performance of the Work; b. The means, methods, techneques, sequences, and procedures of construction to be employed by Respondent; and c. Respondent's safety precautions and programs. ■ Based on the information and observations referred to in the preceding paragraphs, Respondent agrees that no further examinations, investigations or data are necessary for the performance of the Work at the price induded herein and within the protect schedule provided. • The Information provided Is generally sufficient to indicate and convey understanding of ail terms and conditions for performance and furnishing of the Work. • Respondents' entry Into a contract constitutes an Incontrovertible representation by Respondent that, without exception, ail prices In the BASIS OF BiD herein are premised upon performing and furnishing the Work required by the Technical Proposal, Paye {i of 8 EXHIBIT "A" Page 11of15 ■ Sewage pump -out system • Best practices for a corrosion resistant facility • Electrical infrastructure needs for the marina slips and common area power • Conceptuai engineering shown on 11"x 17" drawings may be provided to represent both the Technical Proposal and the basis for the Cost Proposal. if provided, these drawings should consider the following: a. Cover Sheet b. Genera; Notes, Legend and Abbreviations c. Existing Conditions—Site Photos d. Overall Dock Pian -1 (attached) e. Overall Dock Man— 2 (attached) f. Water level Elevations (attached) g. Plan view/Side Elevation for typical 1O'wide walkway h. Plan View/Side Elevation for typical 6' wide slip -pier 1 Pian View/Side Elevation For typical 3'wide finger -pier j. Structural Cross-section for 10' wide main walkway k. Structural Cross-section for 6' wide slip -pier 1 Structural Cross-section for 3' wide finger -pier m. Pier Float Crosssections/Details/Speclficatbns n. Structural Details including, slip -pier connections and finger -pier connections o. PIIe Guide Frame and Roller Assembly p. Plan View - Utility Routing q. Cross-section • Utility Routing The foilowina must accompany the Technics; Praaosal: r. Outilne Spedf cations In CSI format. [The Outline Specifications should represent the level of quality anticipated by the design - build team. Once again, being resistant to corrosion Is paramount for any equipment, fittings, connections, attachments, utilities and any appurtenances. Where possible, the outline Spedlications should address this corrosion effect.] All costs or pricing information shall be addressed ONLY in the Cost Proposal. Any cost Information provided In the Technical Proposal can be the basis for disqualification. Cost trade-off information, work -hour estimates, and material kinds and quantities may be used only as appropriate for presenting rationale for alternative designs. COST PROPOSAL RESPONDENT'S ACKNOWLEDGMENTS CAN • Respondent proposes and agrees, If this bid Is eccepted, to enter into an agreement with the City to perform all Work spedted herein for the contract price Indicated in the BASIS of B;D herein or as modified by any contract amendment. Bidder agrees to complete the Work within the contract times estabilshed in the Agreement and comply with the ail other terms and conditions of the contract documents. EXHIBIT "A" Page 12 of 15 BASIS OF BID • Respondent wili complete the Work in accordance with the contract documents for: Base Bid for Docks S. T end U (118 boat slips) Add Alternate No. 1 for Dock R (30 boatsiips) TOTAL s BASE BiD + ADD ALTERNATE NO. 1 $;, 06.5 42- LumnsumWd S 489, !Ze . 00 Luma Sum Bid S 3� 6 9 7, Stirs. 3z Wmo Sum Aid • The City will, at its discretion, award the contract to the Respondent for the Base Bid, plus any combination of Add Alternates. Respondent will complete the Work in accordance with the Lump Sum Pricing as shown In the BASIS OF BID. EVALUATION OF BIDDERS ■ The qty reserves the right to waive any and all irregularities in determining the Respondents' responsibility, and whether the Respondent has met the minimum specific project requirements and reserves the right to require the submission of additional information. • The qty has the right to accept the lump sum pricing. reject any and ail pricing, to waive ali irregularities in the pridng, or to reject non -conforming, non-responsive, or conditional prldng. In addition, the City reserves the right to reject any pricing where circumstances and developments have, in the opinion of the City. changed the responsibility of the Respondent. • Material misstatements in the documentation submitted to determine the Respondent's responsibility may be grounds for rejection of the Respondent on this project. Any such misstatement, if discovered after award of the contract to such Respondent, may be grounds for Immediate termination of the contract. Additionally, the Respondent wili be liable to the Clty for any additional costs or damages to the City resulting from such misstatements, Including costs and altorney's fees for collecting such costs and damages. TIME OF COMPLETION ■ Respondent will complete the Work required to be substantially completed within Insert number days after the date when the contract times commence. Respondent will complete the Work required for final payment in accordance within Insert number days after the date when project Is considered substantially complete. Substantially complete is defined as such a time when all docks are fully -operational such that the 148 boat slips are completed and can be available as a safe individual mooring and the required utilities ere accessible to 811148 slips. VENUE • Bidder agrees that venue shall Ile exclusively in Nueces County, Texas for any legal action. SIGNATORY REQUIREMENTS FOR BIDDERS Respondents must include their correct legal name, state of residency, and federal tax Identification number In the Bid Form. ■ The Respondent, or the Respondent's authorized representative, shall sign and date the Cost Pmposat to accompany all materials included in the submitted bid. Bids which are not signed RFQ IJci. 2014—i]5 EXHIBIT "A" Page 13 of 15 and dated in this manner, ar which do not contain the required documentation of signatory authority may be rejected as non-responsive. The individual(s) signing the bid must have the authority to bind the Respondent to a contract, and if required, shall attach documentation of signatory authority to the Bid Form. ▪ Respondent shall Identify In their Bid their charter orCertlficate of Authority number issued by the Texas Secretary of State and shah submit with their Bid a copy of a resolution or other documentation approved by the Bidder's governing body authorizing the submission of the Bid and designating the Individuai(s) authorized to execute documents on behalf of the Bidder. Bidders using an assumed name (an "alias") shall submit a copy of the Certificate of Assumed Name or similar document. • Respondents that are not residents of the State of Texas must document their legal authority 10 conduct business in Texas. Nonresident Respondents that have prevhrusly registered with the Texas Secretary of State may submit a copy of their Certificate of Authority. Nonresident Respondents that have not previously registered with the Texas Secretary of State shall submit a copy of the Respondent's enabling documents as filed with the state of residency, or as otherwise existing. BID SUBMITTAL This Bid is submitted under the authority of Respondent: By: Name: Title: Attest: tieacei, '41,4A (typed or printed lull legal name of (lidded (Individual's signature) dill) "C.A.Le Je— (typed orprinted) (typed or printed) State of Residency: Federal Tax Id. No. Address for giving notices: (individual's signature) '76-oo8S/O/ F F,vnr� �a 7 7 t' -s Phone: ZS/ -Zia 6 -46C Email: 561j,t,l§77._)4coA a/4e 4z.;.Oh- (Attach evidence of authority to sign if the authorized individual is not the Respondent, but an Individual signing on behalf of another individual Respondent, or If the authorized individual is a representative of a corporation, partnership or joint venture.) EXHIBIT "A" Page 14 of 15 mru- 2 ^ r aS _ r ea SI1- R . a n .1 .._kir_f....•. . 1 I. . . . 01 0 n .. .. .. a 2 .e is i ii Iii 1 11 1y 1 1# # 1§ f # # # 1 ? ## 1 1 11 1 1 !1E i i 1i 1 1 it i1 1 E I ' # 1111 11I aI if 111 11 iIi Hi' #i 1111I$ 11 li ii 04 4 4 4 4 4 4 4 4 4 4 4 1t 4 4 it 4 4 it t 4 4 4 4 e 9 -- - . w • . . i 2 a: 7. a s: a c A _. a Il 1 1 I EXHIBIT "A" Page 15 of 15 City of Cho pus SUPPLIER NUMBER TO BE ASSIGNED BV Cl 1 Y PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with `NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Jacob White Construction Co P. O. BOX: Friendswood STREET ADDRESS: 2000 West Parkwood CITY: ZIP: FIRM IS: 1. Corporation 4. Association 2. Partnership 5. Other 77546 3. Sole Owner ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3°A or more of the ownership in the above named "firm.' Name Job Title and City Department (if known) NONE 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 None 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 None 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 None FILING REQUIREMENTS If a person who requests official action on a natter 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 1 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. President Certifying Person: Jeff Mickler Title: (Type or Print) Signature of Certifying Person: DEFINITIONS Date: 11/20/2014 a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. 00 72 01 INSURANCE REQUIREMENTS ARTICLE 1-- iNSURANCE REQUIREMENTS 1.01 CONTRACTOR'S INSURANCE AMOUNTS A. Provide the insurance coverage for at least the following amounts unless greater amounts are required by Laws and Regulations: 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 including 1. Broad Form 2. Premises - Operations 3. Boom Collapse and Overload 4. Underground Hazard 5. Products / Completed Operations Hazard 6. Contractual Liability 7. Broad Form Property Damage 8. Independent Contractors 9. Personal & Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate Business Automobile Liability - Owned, Non -Owned, Rented and Leased $1,000,000 Combined Single Limit Workers' Compensation Statutory Employer's Liability $500,000/ 500,000/ 500,000 Excess Liability/Umbrella Liability $1,000,000 Per Occurrence Professional Liability (E & 0) To be carried by Design Team (Engineers, Architects) $1,000,000 per claim Must continue for 3 years after project completion. MARITIME COVERAGES U.S. Longshore & Harborworkers' Compensation (where applicable) This complies with U.S. Longshore & Harborworkers' Act. Jones Act Coverage (where applicable) This complies with Jones Act. Protection & Indemnity (P&I) (where applicable) $1,000,000 Per Occurrence J Insurance Requirements E14061 Pier R Replacement Design -Build 007201-1 Exhibit C Page 1 of 10 1.02 GENERAL PROVISIONS A. Provide insurance coverages and limits meeting the requirements for insurance in accordance with Article 6 of the General Conditions and this Section. B. Provide endorsements to the policies as outlined in this Section. C. Obtain insurance from companies that are duly licensed or authorized in the State of Texas to issue insurance policies for the required limits and coverages. Provide insurance from companies that have an A.M. Best rating of A -VIII or better. D. Furnish copies of policies and endorsements, and documentation of applicable self-insured retentions and deductibles upon request by OPT or any named insured or additional insured. Contractor may block out (redact) any confidential premium or pricing information contained in any policy or endorsement furnished under this Contract. E. The name and number of the Project must be referenced on the certificate of insurance. F. OPT's failure to demand such certificates or other evidence of the Contractor's full compliance with the insurance requirements or failure to identify a deficiency in compliance from the evidence provided is not a waiver of the Contractor's obligation to obtain and maintain the insurance required by the Contract Documents. G. Notify the Owner if the Contractor fails to purchase or maintain the insurance required by the Contract Documents. Contractor shall not be allowed to perform any Work on the Project until the required insurance policies are in effect. A Certificate of Liability Insurance shall be submitted to the OPT. H. Owner may exclude the Contractor from the Site and exercise Owner's termination rights under Article 16 of the General Conditions if Contractor fails to obtain or maintain the required insurance. I. Owner does not represent that the insurance coverage and limits established in this Contract are adequate to protect Contractor or Contractor's interests. J. The required insurance and insurance limits do not limit the Contractor's liability under the indemnities granted to Owner's Indemnitees in the Contract Documents. K. Provide for an endorsement that the "other insurance" clause shall not apply to the OPT where the OPT is an additional insured shown on the policy. Contractor's insurance is primary and non-contributory with respect to any insurance or self-insurance carried by the OPT for liability arising out of operations under this Contract. L. Include the Owner and list the other members of the OPT and any other individuals or entities identified in the Supplementary Conditions as additional insureds on all policies with the exception of the workers' compensation policy and Contractor's professional liability policy. 1.03 CONTRACTOR'S INSURANCE A. Purchase and maintain workers' compensation and employer's liability insurance for: 1. Claims under workers' compensation, disability benefits, and other similar employee benefit acts. Obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law and written on a policy and endorsements approved by the Texas Department of Insurance. Provide insurance in amounts to Insurance Requirements E14061 Pier R Replacement Design -Build 007201-2 Exhibit C Page 2 of 10 meet all workers' compensation obligations. Provide an "All Other States" endorsement if Contractor is not domiciled in Texas and policy is not written in accordance with Texas Department of Insurance rules. 2. Claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees. 3. United States Longshoreman and Harbor Workers' Compensation Act and Jones Act coverage (if applicable). 4. Foreign voluntary worker compensation (if applicable). B. Purchase and maintain commercial general liability insurance covering all operations by or on behalf of Contractor. Provide coverage on an occurrence basis, against: 1. Claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor's employees; 2. Claims for damages insured by reasonably available personal injury liability coverage which are sustained; 3. By any person as a result of an offense directly or indirectly related to the employment of such person by Contractor; 4. By any other person for any other reason; and 5. Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located, including any resulting loss of use. C. Provide Contractor's commercial general liability policy that is written on a 1996 (or later) 150 commercial general liability form (occurrence form) and include the following coverages and endorsements: 1. Products and completed operations coverage as required in this Section. Insurance is to remain in effective for 3 years after final payment. Furnish evidence of the continuation of this insurance at final payment and again each year for 3 years after final payment to Owner and each named insured or additional insured. a. Eliminate the exclusion with respect to property under the care, custody, and control of Contractor. Provide and maintain Installation Floater insurance for property under the care, custody, or control of Contractor in lieu of elimination of the exclusion, or if required by this Section. Provide Installation Floater insurance that is a broad form or "All Peril" policy providing coverage for all materials, supplies, machinery, fixtures, and equipment which will be incorporated into the Work. 1) Provide coverage under the Contractor's Installation Floater that includes: a) Faulty or Defective workmanship, materials, maintenance, or construction; b) Cost to remove Defective or damaged Work from the Site or to protect it from loss or damage; c) Cost to cleanup and remove pollutants; d) Coverage for testing and startup; Insurance Requirements E14061 Pier R Replacement Design -Build 00 72 01 3 Exhibit C Page 3 of 10 ej Any loss to property while in transit; f) Any loss at the Site; g) Any loss while in storage, both on and off the Site; and h) Any loss to temporary Project Works if their value is included in the Contract Price. 2) Coverage cannot be contingent on an external cause or risk or limited to property for which the Contractor is legally liable. Provide limits of insurance adequate to cover the value of the installation. Pay any deductible carried under this coverage and assume responsibility for claims on materials, supplies, machinery, fixture, and equipment which will be incorporated into the Work while in transit or in storage. 2. Blanket contractual liability coverage for Contractor's contractual indemnity obligations in Paragraph 7.14 of the General Conditions, and all other contractual indemnity obligations of Contractor in the Contract Documents. 3. Broad form property damage coverage. 4. Severability of interest. 5. Underground explosion and collapse coverage. 6. Personal injury coverage. 7. Endorsement CG 2032, "Additional Insured - Engineers, Architects or Surveyors Not Engaged by the Named Insured" or its equivalent. D. Purchase and maintain automobile liability insurance against claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance, or use of any motor vehicle. E. Purchase and maintain umbrella or excess liability insurance written over the underlying employer's liability, commercial general liability, and automobile liability insurance described in the paragraphs above. Provide coverage that is at least as broad as all underlying policies. Provide a policy that provides first -dollar liability coverage as needed. F. Provide Contractor's commercial general liability and automobile liability policies that: 1. Are written on an occurrence basis; 2. Include the individuals or entities identified in the Supplementary Conditions as additional insureds; 3. Include coverage for the respective officers, directors, members, partners, employees, agents, consultants, and subcontractors for each named insured or additional insured; 4. Provide primary coverage for all claims covered by the policies, including those arising from both ongoing and completed operations. G. Purchase and maintain insurance coverage for third -party injury and property damage claims, including clean-up costs that result from Hazardous Environmental Conditions which result from Contractor's operations and completed operations. Provide Contractor's pollution liability insurance that includes long-term environmental impacts for the disposal of pollutants/contaminants and is not limited to sudden and accidental discharge. The Insurance Requirements 00 72 01 - 4 E14061 Pier R Replacement Design -Build Exhibit C Page 4 of 10 1 completed operations coverage is to remain in effect for 3 years after final payment. The policy must name OPT and any other individuals and entities identified in the Supplementary Conditions as additional insureds. H. Purchase and maintain applicable professional liability insurance, or have Subcontractors and Suppliers do so, if Contractor or any Subcontractor or Supplier will provide or furnish professional services under this Contract. I. The policies of insurance required by this Section must: 1. Include at least the specific coverages and be written for not less than the limits of liability provided in this Section or required by Laws or Regulations, whichever is greater. 2. Contain a provision that coverage afforded will not be canceled or materially changed until at least 30 days prior written notice has been given to Contractor, Owner, and all named insureds and additional insureds. 3. Remain in effect at all times when Contractor is performing Work or is at the Site to conduct tasks arising from the Contract Documents. 4. Be appropriate for the Work being performed and provide protection from claims resulting from the Contractor's performance of the Work and Contractor's other obligations under the Contract Documents, whether performed by Contractor, Subcontractor, Supplier, anyone directly or indirectly employed or retained by any of them, or by anyone for whose acts they may be liable. I. The coverage requirements for specific policies of insurance must be met directly by those policies and may not by rely on excess or umbrella insurance provided in other policies to meet the coverage requirement. 1.04 OWNER'S PROTECTIVE LIABILITY INSURANCE A. Purchase and maintain an Owner's Protective Liability insurance policy with the Owner as the named insured and other members of the OPT as additional insureds. Provide a policy that will protect the OPT from claims which arise from operations under the Contract Documents. Provide this coverage in the same amounts required for the Contractor's liability insurance and from the same company that provides the Contractor's liability insurance. 1.05 PROPERTY INSURANCE A. Purchase and maintain builder's risk insurance in the amount of the full replacement cost of the Project. This policy is subject to the deductible amounts requirements in this Section or those required by Laws and Regulations and must comply with the requirements of Paragraph 1.06. This insurance shall: 1. Include the OPT, Contractor, and all Subcontractors, and any other individuals or entities identified in the Supplementary Conditions, as named insureds. 2. Be written on a builder's risk "all risk" policy form that includes insurance for physical loss or damage to the Work, temporary buildings, falsework, and materials and equipment in transit, and insures against at least the following perils or causes of loss: fire; lightning; windstorm; riot; civil commotion; terrorism; vehicle impact; aircraft; Insurance Requirements 00 72 01- 5 E14061 Pier R Replacement Design -Build Exhibit C Page 5 of 10 1 smoke; theft; vandalism and malicious mischief; mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; flood; collapse; explosion; debris removal; demolition occasioned by enforcement of Laws and Regulations; water damage (other than that caused by flood); and such other perils or causes of loss as may be specifically required by this Section. If insurance against mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; or flood, are not commercially available under builder's risk, by endorsement or otherwise, this insurance may be provided through other insurance policies acceptable to Owner and Contractor. 3. Cover expenses incurred in the repair or replacement of any insured property. 4. Cover materials and equipment in transit or stored prior to being incorporated in the Work. 5. Cover Owner -furnished or assigned property. 6. Allow for partial utilization of the Work by Owner. 7. Allow for the waiver of the insurer's subrogation rights as set forth below. 8. Provide primary coverage for all losses and damages caused by the perils or causes of loss covered. 9. Not include a co-insurance clause. 10. Include a broad exception for ensuing losses from physical damage or loss with respect to any Defective workmanship, design, or materials exclusions. 11. Include testing and startup. 12. Be maintained in effect until the Work as a whole is complete, unless otherwise agreed to in writing by Owner and Contractor. B. Evidence of insurance provided must contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 30 days prior written notice has been given to Owner and Contractor and to each named insured. C. Pay for costs not covered by the policy deductible. D. Notify builder's risk insurance provider if Owner will occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work as provided in Paragraph 15.04 of the General Conditions. Maintain the builder's risk insurance in effect during this Partial Occupancy or Use. E. Contractor may purchase other special insurance to be included in or to supplement the builder's risk or property insurance policies provided under this Section. F. Contractor, Subcontractors, or employees of the Contractor or a Subcontractor owning property items, such as tools, construction equipment, or other personal property not expressly covered in the insurance required by the Contract Documents are responsible for providing their own insurance. Insurance Requirements 00 72 01- 6 E14061 Pier R Replacement Design -Build Exhibit C Page 6 of 10 i 1.06 WAIVER OF RIGHTS A. Insurance shall include a waiver of subrogation in favor of the additional insureds identified in SECTION 00 73 00 SUPPLEMENTARY CONDITIONS. B. All policies purchased in accordance with this Section are to contain provisions to the effect that the insurers have no rights of recovery against OPT, named insureds or additional insureds in the event of a payment for loss or damage. Contractor and insurers waive all rights against the Owner's Indemnities for losses and damages created by or resulting from any of the perils or causes of loss covered by these policies and any other applicable property insurance. None of these waivers extend to the rights Contractor has to the proceeds of insurance as trustee. C. Contractor is responsible for assuring that agreements with Subcontractors contains provisions that the Subcontractor waive all rights against Owner's Indemnitees, Contractor, named insureds and additional insureds, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages created by or resulting from any of the perils or causes of loss covered by builder's risk insurance and other property insurance. 1.07 OWNER'S INSURANCE FOR THE PROJECT A. Owner is not responsible for purchasing and maintaining any insurance to protect the interest of the Contractor, Subcontractors, or others in the Work. The stated limits of insurance required are minimum only. Determine the limits that are adequate. These limits may be basic policy limits or any combination of basic limits and umbrella limits. In any event, Contractor is fully responsible for all losses arising out of, resulting from, or connected with operations under this Contract whether or not these losses are covered by insurance. The acceptance of evidence of insurance by the OPT, named insureds, or additional insureds does not release the Contractor from compliance with the insurance requirements of the Contract Documents. ARTICLE 2-- EVIDENCE OF INSURANCE 2.01 ACCEPTABLE EVIDENCE OF INSURANCE A. Provide evidence of insurance acceptable to the Owner with the executed Contract Documents. Provide the following as evidence of insurance: 1. Certificates of Insurance on an acceptable form; 2. Riders or endorsements to policies; and 3. Policy limits and deductibles. B. Provide a list of "Additional Insureds" for each policy. C. Provide evidence that waivers of subrogation are provided on all applicable policies. D. Provide evidence of requirements for 30 days' notice before cancellation or any material change in the policy's terms and conditions, limits of coverage, or change in deductible amount. 2.02 CERTIFICATES OF INSURANCE Insurance Requirements 00 72 01- 7 E14061 Pier R Replacement Design -Build Exhibit C Page 7of10 i A. Submit Certificates of Insurance meeting the following requirements: 1, Form has been filed with and approved by the Texas Department of Insurance under Texas Insurance Code §1811.101; or 2. Form is a standard form deemed approved by the Department under Texas Insurance Code §1811.101. 3. No requirements of this Contract may be interpreted as requiring the issuance of a certificate of insurance on a certificate of insurance form that has not first been filed with and approved by the Texas Department of Insurance. B. Include the name of the Project in the description of operations box on the certificate of insurance. 2.03 INSURANCE POLICIES A. Provide a copy of insurance policies, declaration pages and endorsements, and documentation of applicable self-insured retentions and deductibles if requested by the Owner. B. Owner may require the deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by Laws or Regulations binding upon either of the parties hereto or the underwriter of any such policies). Comply with these requests and submit a copy of the replacement certificate of insurance to Owner at the address provided below within 10 days of the requested change. 2.04 CONTINUING EVIDENCE OF COVERAGE A. Provide updated, revised, or new evidence of insurance in accordance this Section prior to the expiration of existing policies. B. Provide evidence of continuation of insurance coverage at final payment and for the following 3 years. This applies to professional liability insurance only. 2.05 NOTICES REGARDING INSURANCE A. Submit notices regarding insurance are to be sent to the Owner at the following address: City of Corpus Christi — Engineering Attn: Construction Contract Admin. P.O. Box 9277 Corpus Christi, TX 78469-9277 B. Submit questions regarding insurance requirements to the Construction Contract Administrator by calling 361-826-3530. C. TEXAS WORKERS' COMPENSATION INSURANCE REQUIRED NOTICE 2.06 WORKERS' COMPENSATION INSURANCE COVERAGE A. Definitions: 1. Certificate of coverage ("certificate") - A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC- Insurance Requirements 00 72 01- 8 E14061 Pier R Replacement Design -Build Exhibit C Page 8 of 10 i 81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the Project. 2. Duration of the Project - includes the time from the beginning of the Work on the Project until the Contractor's/person's Work on the Project has been completed and accepted by the governmental entity. 3. Persons providing services on the Project ("Subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the Contractor has undertaken to perform on the Project, regardless of whether that person contracted directly with the Contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the Project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the Project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The Contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the Project, for the duration of the Project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the Contract. D. If the coverage period shown on the Contractor's current certificate of coverage ends during the duration of the Project, the Contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The Contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. A certificate of coverage, prior to that person beginning Work on the Project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the Project; and 2. No later than seven days after receipt by the Contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project. F. The Contractor shall retain all required certificates of coverage for the duration of the Project and for one year thereafter. G. The Contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the Contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project. H. The Contractor shall post on each Project Site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons Insurance Requirements 00 72 01- 9 E14061 Pier R Replacement Design -Build Exhibit C Page 9 of 10 1 providing services on the Project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The Contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. Provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the Project, for the duration of the Project; 2. Provide to the Contractor, prior to that person beginning Work on the Project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the Project, for the duration of the Project; 3. Provide the Contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; 4. Obtain from each other person with whom it contracts, and provide to the Contractor: a. A certificate of coverage, prior to the other person beginning Work on the Project; and b. A new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the Project; 5. Retain all required certificates of coverage on file for the duration of the Project and for one year thereafter; 6. Notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this Contract or providing or causing to be provided a certificate of coverage, the Contractor is representing to the governmental entity that all employees of the Contractor who will provide services on the Project will be covered by workers' compensation coverage for the duration of the Project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The Contractor's failure to comply with any of these provisions is a breach of contract by the Contractor which entitles the governmental entity to declare the Contract void if the Contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. END OF SECTION Insurance Requirements 00 72 01- 10 E14061 Pier R Replacement Design -Build Exhibit C Page 10 of 10 i 00 61 16 PAYMENT BOND BOND NO. Contractor as Principal Name: Mailing address (principal place of business): Owner Name: City of Corpus Christi, Texas Mailing address (principal place of business): Capital Programs 1201 Leopard Street Corpus Christi, Texas 78401 Contract Project name and number: E14061 Pier R Replacement Award Date of the Contract: Contract Price: Bond Date of Bond: (Date of Bond cannot be earlier than Award Date of Contract) Said Principal and Surety have signed and sealed this instrument in 4 copies, each one of which shall be deemed an original. Surety Name: Mailing address (principal place of business): Physical address (principal place of business): Surety is a corporation organized and existing under the laws of the state of: By submitting this Bond, Surety affirms its authority to do business in the State of Texas and its license to execute bonds in the State of Texas. Telephone (main number): Telephone (for notice of claim): L Payment Bond Form E14061 Pier R Replacement Local Agent for Surety Name: Address: Telephone: E -Mail Address: The address of the surety company to which any notice of claim should be sent may be obtained from the Texas Dept. of Insurance by calling the following tall free number: 1-800-252-3439 Exhibit D Page 1 of 2 i Surety and Contractor, intending to be legally bound and obligated to Owner do each cause this Payment Bond to be duly executed on its behalf by its authorized officer, agent or representative. The Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and severally to this bond. The condition of this obligation is such that if the Contractor as Principal pays all claimants providing labor or materials to him or to a Subcontractor in the prosecution of the Work required by the Contract then this obligation shall be null and void; otherwise the obligation is to remain in full force and effect. Provisions of the bond shall be pursuant to the terms and provisions of Chapter 2253 and Chapter 2269 of the Texas Government Code as amended and all liabilities on this bond shall be determined in accordance with the provisions of said Chapter to the same extent as if it were copied at length herein. Venue shall lie exclusively in Nueces County, Texas for any legal action. Contractor as Principal Surety Signature: Signature: Name: Name: Title: Title: Email Address: Email Address: (Attach Power of Attorney and place surety seal below) END OF SECTION Payment Bond Form E14061 Pier R Replacement Exhibit D Paee 2 of 2 1 00 6113 PERFORMANCE BOND BOND NO. Contractor as Principal Name: Mailing address (principal place of business): Owner Name: City of Corpus Christi, Texas Mailing address (principal place of business): Capital Programs 1201 Leopard Street Corpus Christi, Texas 78401 Contract Project name and number: E14061 Pier R Replacement Award Date of the Contract: Contract Price: Bond Date of Bond: (Date of Bond cannot be earlier than Award Date of the Contract) Said Principal and Surety have signed and sealed this instrument in 4 copies, each one of which shall gybe deemed an original. Performance Bond E14061 Pier R Replacement Surety Name: Mailing address (principa! place of business): Physical address (principal place of business): Surety is a corporation organized and existing under the laws of the state of: By submitting this Bond, Surety affirms its authority to do business in the State of Texas and its license to execute bonds in the State of Texas. Telephone (main number): Telephone (for notice of claim): Local Agent for Surety Name: Address: Telephone: E -Mail Address: The address of the surety company to which any notice of claim should be sent may be obtained from the Texas Dept. of Insurance by calling the following toll-free number: 1-800 252-3439 Exhibit E Page 1 of 2 Surety and Contractor, intending to be legally bound and obligated to Owner do each cause this Performance Bond to be duly executed on its behalf by its authorized officer, agent or representative. The Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and severally to this bond. The condition of this obligation is such that if the Contractor as Principal faithfully performs the Work required by the Contract then this obligation shall be null and void; otherwise the obligation is to remain in full force and effect. Provisions of the bond shall be pursuant to the terms and provisions of Chapter 2253 and Chapter 2269 of the Texas Government Code as amended and all liabilities on this bond shall be determined in accordance with the provisions of said Chapter to the same extent as if it were copied at length herein. Venue shall lie exclusively in Nueces County, Texas for any legal action. Contractor as Principal Surety Signature: Signature: Name: Name: Title: Title: Email Address: Email Address: (Attach Power of Attorney and place surety seal below) Performance Bond E14061 Pier R Replacement END OF SECTION Exhibit E Paee 2 of 2 00 72 00 GENERAL CONDITIONS Table mfContents Page Article 1 - Definitions and Terminology -..._._..,.,.,...,..,........... ................. -,...—..,.......... ——5 1.01 Defined Terms —__'--'--_--'_'___~'---'—'_--'__'----__-5 1,02 Terminology ,.10 Article 2 - Preliminary Matters ---.----.---.—_--------------.-----------11 2.0I Detivery#fBonds and Evidence ofInsurance ,..,1% 2.02 Copies of Documents ,—..,.,.,.--....... ....... 12 ZiB Before Starting Construction --.—_---_----.----.-------.----------12 2.04 Precwmstru#ion Conference; Designation mfAuthorized Mepre»entptilie ..... .,.,.,.,.... ... .—.12 Article 3 - Contract Documents: Intent, Requirements, Reuse —..... --......... —.------.12 3.01 Intent 12 3.02 Reference Standards 3.03 Reporting and Resolving Discrepancies . 14 3.04 Interpretation ofthe Contract Documents 15 3.05 Reuse of Documents. .......... .,....... .,...,..,..,..... .,..._.~._....-,...__15 Article 4—Commencement and Progress ofthe Work ---.--. —.----_—.-------.-- .15 4.01 Commencement ofContract Times; Jtice to Proceed -,.,....... .,........ .-... ,l5 4.02 Starting the Work ... '.__,__'_--__----'--------'--_15 4.03 Progress Schedule 16 4.84 Delays inContractor's Progress.. — .—.,., - 16 Article 5 - Availability qfUnndsSubsurface and Physicai pnd1t|pns;Mazmrdnua Environmental Conditions--.---------------------------.----.--,..,........ ,.~.... .—.17 5,01 AviIbiIity of Lands '---'—'--'—_'--_17 5.02 Use ofSite and Other Areas 17 5,03 Subsurface and Physical Conditions ._ _---1Q 5.04 Differing Su6smrfmceorPhysical Conditions 18 5.05 Underground Fac|||ties.—.---.----._—. ' ,.,.,.,..,.,..... .,..,. 20 5.06 Hazardous En^PirmnrnentviConditions at Site ....... _...._...----------.—_.---..21 Article6 - Bonds and Insurance 4.4 .... ............. '~.-'.... 23 8.01 Performance, Payment, and Other Bonds -----.---.- 23 General Conditions Corpus Christi Standards- Regular Projects O87280 1 6.03 Insurance 24 Article 7 -Contractor's Responsibilities ..... • • F ..... 4 .... F4 k4.4 64. 24 7.01 Supervision and Superintendence 24 7.02 Labor; Working Hours 24 7•03 Services, Materials, and Equipment 25 7.04 Concerning Subcontractors, Suppliers, and Others. - 7.05 Patent Fees and Royalties 26 7,06 Permits 4.4 F 27 7.07 Taxe527 .... • .4 . .. 4 F ..... 7•08 Laws and Regulation 5 „ ............... „. „ „ .... ..... . .. .. ...... ............... ...... 27 7+09 Safety ancl Protection -- • ..... ......... .. .......... . .... 28 710 Safety Representative . .. F 29 7,11 Hazard Communication Programs .......... .......... ............... ..... ..... 29 7.12 Emergencies .... 4.4 F4 h4.4 4.1.4 .4 F4.429 7.13 Contractor's General Warranty and Guarantee 29 714 Indemnification ....... • F4 .4 F. 44 .4 F4 .4 .444.1 .. ... 30 7.15 Delegation of Professional Design Services.. . .. . 31 Article 8 -- Other Work at the Site 32 8,01 Other Work . 32 8.02 Coordination .. „.... ..................... ...„ .............. ..... .....„.,.. ..... ..... .. .. ..... ..33 8.03 Legal Relationships 33 Article 9 -Owner's and OPT's Responsibilities, ... .. 4. 34 9.01 Communications to Contractor .. 34 9.02 Replacement of Ow n 5 Project Team Members +4 F4 34 9.03 Furnish Data 34 9.04 Pay When Due ...... 4 F ............. 34 9.05 Lands and Easements; Reports and Tests ..... .... 34 9.05 Insurance- . . 34 9.07 Modifications ............. ...444,4 4 F4 F4 F. 4, 34 9.08 inspections, Tests, and Approvals ........ 34 9.09 Limitations on OPT's Responsibilities 34 9.10 Undisclosed Hazardous Environmental Condition 34 9.11 Compliance with Safety Program 35 General Conditions Corpus Christi Standards - Regular Projects 00 72 00 -2 11-25-2013 Article 10 - OARks and Designer's Status During Construction 35 10.01 Owner's Representative 35 10.02 Visits to Site 35 10.03 Resident Project Representatives 35 10.04 Rejecting Defective Work 35 10.05 Shop Drawings, Modifications and Payments .4+4 35 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work. + 36 10.07 Limitations on OAR's and Designer's Authority and Responsibilities 36 Article 11 - Amending the Contract Documents; Changes in the Work • .36 11.01 Amending and Supplementing the Contract Documents 36 11.02 Owner -Authorized Changes in the Work 37 11.03 Unauthorized Changes in the Work 37 11.04 Change of Contract Price 38 11.05 Change of Contrat TirnQS. 39 11.06 Change Proposals 39 11.07 Execution of Change Orders ... . ........ ......... ... ..... ......... .... 39 11.08 Notice to Surety 11. F. .1.4 ... . 40 Article 12 - Claims........... ..... . . ...... .. ........ ...................... . . ..... .... .... 12.01 Claims 40 Article 13 - Cost of the Work; Mowa res; unit Price Work 42 13.01 Cost of the Work 42 13.02 Allowances • .1.4 F. F. M. 44 13.03 Unit Price Work ...... ..... .................... ........ ... . . .. ... ..... 45 13.04 Contingencies 45 Article 14 -Tests and Inspections; Correction, Removal, or Acceptance of Defective Work. 46 14.01 Access to Work ................ 46 14.02 Tests, inspections, and Approvals ..... ....... .11•••el .. .. is.bk .44+ . k .. .1.9 h.. ..... 61 .... . . .... .. 46 14.03 Defective Work ..... . 47 14.04 Acceptance of Defective Work ............ ..... F.P.•••• FP F ....... • 47 14.05 Uncovering Work . • .... 48 14.06 Owner May Stop the Work ....... ... 4.4 ......... • " F ..... • .• •-• 48 14.07 Owner May Correct Defective Work k . ....... .......... • 48 Article 15 - Payments to Contractor; Set -Offs; Completion; Correction Period 49 General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 3 11-25-2013 /501 Pr ogress Payments 49 /502 Contractor's Warranty of Titie ...., ++++ 4 ++ 4.44, .4..4 51 15.03 Substantial Co m p I etion 51 15.04 Partial Utili ta tion. +++++++ . +++++++ -51 15.05 Final Inspection ++ . ..... ..... ........ . ..... 52 15.06 Final Payment, F .. 52 15.07 Waiver of Claims F ...... 4,44, 4. F44.41. . .. ...... F. F. 52 15.08 Correction Period., . .53 Article 16 - Suspension of Work and Termination 53 16.01 ner May Suspend Work 4.4 . .... 4. F.• 53 16.0Z Dwner May Terminate for Cause 54 16.03 Owner May Terminate For Convenience 55 16,04 Contractor May Stop Work or Terminate .. SS Article 17 - Final Resolution of Disputes 56 17.01 Methods and Procedures .. . . . .. 40. 044.4.4 h. F4 . 90..4.4i1.4.44144 .. .. .. . +.4 . F ..... 56 Article 18 - Miscellaneous 56 18.01 Computation of Times 56 18.02 Independent Contractor 4.4.4 4. F4 F ... 56 1803 Cumulative Remedies 56 18.04 Limitation of Damages ---------------------------57 18.05 No Waiver .. 57 18.06 Several] i I ity ................. 4 4. F. 57 18.07 Survival of Obligations ... .... 4 57 18.08 No Third PartyBeneficiaries 57 18.09 Assignment of Contract .. ..... . 4 4 57 18.10 No Waiver of Sovereign Immunity.,„ .... ..... .................. .. ..... ...... 57 18.11 COM -0i ling Law 57 18,12 Conditions Precedent to Right to Sue...-. .......... 57 18.13 Waiver of Trial by Jury • • .......... .... 58 18.14 Compliance with Laws ....-- - .... . ..... ...... . 58 18.15 Enforcement . 18.16 Subject to Appropriation • F ............... 4 .4 F ... 4 4. F 58 1817 Contractor's Guarantee as Additional Remedy ..... ........ ............ ..„ ..... .. 58 General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 4 11-25-2013 ARTICLE 1— DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. A term with initial capital letters, including the term's singular and plural forms, has the meaning indicated in thls paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution - The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. S. Award Date — The date the City Council of the City of Corpus Christi (City) authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid - The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents -The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder - An individual or entity that submits a Bid to Owner. 9. Bidding Requirements - The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security - The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. General Conditions Corpus Christi Standards - Regular Projects 007200-5 11-25-2013 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer - The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5501 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act, 42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous, toxic, or dangerous waste, substance, or material. 17. Contract - The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications, and increases or decreases in unit price quantities, if any, that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. General Conditions Corpus Christi Standards - Regular Projects 007200-6 11-25-2013 21. Contract Times - The number of days or the dates by which Contractor must: a. Achieve specified Milestones; b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor - The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work - The sum of costs incurred for the proper performance of the Work as allowed by Article 13. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or c. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 15.03 or 15.04. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers or Registered Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract - The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order - A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. General Conditions Corpus Christi Standards - Regular Projects 007200-7 11-25-2013 31. Indemnified Costs - All costs, losses, damages, and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. 32. Laws and Regulations; Laws or Regulations - Applicable laws, statutes, rules, regulations, ordinances, codes, and orders of governmental bodies, agencies, authorities, and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone - A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 3S. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; c. Field Order; or d. Work Change Directive. 36. Notice of Award - The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner - The City of Corpus Christi (City), a Texas home -rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR - The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. General Conditions Corpus Christi Standards - Regular Projects 007200-8 11-25-2013 43. Progress Schedule - A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. 45. Resident Project Representative or RPR - The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents - A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder - The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications - The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor - An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion - The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions - The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data - Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; General Conditions Corpus Christi Standards - Regular Projects 007200-9 11-25-2013 b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or c. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work - Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive - A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense," or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms "day" or "calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. General Conditions Corpus Christi Standards - Regular Projects 00 72 00-10 11-25-2013 E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2 — PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. Provide required Bonds with the executed Agreement. B. Provide evidence of insurance required by the Contract Documents with the executed Agreement. General Conditions Corpus Christi Standards - Regular Projects 00 72 00-11 11-25-2013 2.02 Copies of Documents A. OPT is to furnish one fully executed Agreement and one copy of the executed Contract Documents in electronic portable document format (PDF). This document is the Project Record Copy of the Contract Documents. 2.03 Before Starting Construction A. Provide the following preliminary documents in accordance with the Contract Documents within 10 days after the Effective Date of the Contract: 1. Progress Schedule; 2. Schedule of Documents; and 3. Schedule of Values and projected cash flow information. 2.04 Preconstruction Conference; Designation of Authorized Representatives A. Attend the preconstruction conference as required by the Contract Documents. B. Designate the specific individuals authorized to act as representatives of the Contractor. These individuals must have the authority to transmit and receive information, render decisions relative to the Contract, and otherwise act on behalf of the Contractor. C. Owner is to designate the specific individuals authorized to act as representatives of the Owner and the limits of their authority with regard to acting on behalf of the Owner. ARTICLE 3 — CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent A. Requirements of components of the Contract Documents are as binding as if required by all Contract Documents. It is the intent of the Contract Documents to describe a functionally complete Project. The Contract Documents do not indicate or describe all of the Work required to complete the Project. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the OPT. 1. The Contract requirements described in the General Conditions, Supplementary Conditions, and General Requirements (Division 01 Sections of the Specifications) apply to Work regardless of where it is described in the Contract Documents, unless specifically noted otherwise. 2. In offering a Bid for this Project and in entering into this Contract, Contractor represents: a. Contractor has studied the Contract Documents, the Work, the Site, local conditions, Laws and Regulations, and other conditions that may affect the Work; b. Contractor has studied the Technical Data and other information referred to in the Contract Documents and has or will make additional surveys and investigations as deemed necessary for the performance of the Work; c. Contractor has correlated these studies and observations with the requirements of the Contract Documents; and General Conditions Corpus Christi Standards - Regular Projects 00 72 00 -12 11-25-2013 d. Contractor has taken all of this information into consideration in developing the Contract Price offered and that the Contract Price offered provides full compensation for providing the Work in accordance with the Contract Documents. 3. Organization of the Contract Documents is not intended to control or lessen the responsibility of the Contractor when dividing Work among Subcontractors or Suppliers, or to establish the extent of Work to be performed by trades, Subcontractors, or Suppliers. Specifications or details do not need to be indicated or specified in each Specification or Drawing. Items shown in the Contract Documents are applicable regardless of their location in the Contract Documents. 4. Standard paragraph titles and other identifications of subject matter in the Specifications are intended to aid in locating and recognizing various requirements of the Specifications. Titles do not define, limit, or otherwise restrict Specification text. S. Provide the labor, documentation, services, materials, or equipment that may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result, whether specifically called for in the Contract Documents or not. Include these related costs in the offered Contract Price. B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. C. Comply with the most stringent requirements where compliance with two or more standards is specified and they establish different or conflicting requirements for the Work, unless the Contract Documents indicate otherwise. D. Provide materials and equipment comparable in quality to similar materials and equipment incorporated in the Project or as required to meet the minimum requirements of the application if the materials and equipment are shown in the Drawings but are not included in the Specifications. E. The Project Record Copy of the Contract Documents governs if there is a discrepancy between the Project Record Copy of the Contract Documents and subsequent electronic or digital versions of the Contract Documents, including printed copies derived from these electronic or digital versions. F. The Contract supersedes all prior written or oral negotiations, representations, and agreements. The Contract Documents comprise the entire Agreement between Owner and Contractor. The Contract Documents may be modified only by a Modification. G. Request clarification from OAR for a decision before proceeding if Contractor is not clear on the meaning of the Contract Documents. OAR is to issue clarifications and interpretations of the Contract Documents in accordance with the Contract Documents. General Conditions Corpus Christi Standards - Regular Projects 00 72 00-13 11-25-2013 3.02 Reference Standards A. Standard Specifications, Codes, Laws and Regulations: 1. Reference in the Contract Documents to standard specifications, manuals, reference standards, or codes of technical societies, organizations, or associations, or to Laws or Regulations, whether specific or implied, are those in effect at the time Contractor's Bid is submitted or when Contractor negotiates the Contract Price unless specifically stated otherwise in the Contract Documents. 2. No provision of referenced standard specifications, manuals, reference standards, codes, or instructions of a Supplier changes the duties or responsibilities of OPT or Contractor from those described in the Contract Documents or assigns a duty to or gives authority to the OPT to supervise or direct the performance of the Work or undertake responsibilities inconsistent with the Contract Documents. 3. The provisions of the Contract Documents take precedence over standard specifications, manuals, reference standards, codes, or instructions of a Supplier unless specifically stated otherwise in the Contract Documents. B. Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. C. Make copies of reference standards available if requested by OAR. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: 1. Carefully study the Drawings and verify pertinent figures and dimensions with respect to actual field measurements before undertaking the Work. Immediately report conflicts, errors, ambiguities, or discrepancies that Contractor discovers or has actual knowledge of to the OAR. Do not proceed with affected Work until the conflict, error, ambiguity, or discrepancy is resolved by a clarification or interpretation from the OAR or by a Modification to the Contract Documents issued pursuant to Paragraph 11.01. 2. Immediately notify the OAR of conflicts, errors, ambiguities, or discrepancies in the Contract Documents or discrepancies between the Contract Documents and: a. Applicable Laws or Regulations; b. Actual field conditions; c. Standard specifications, manuals, reference standards, or codes; or d. Instructions of Suppliers. 3. Do not proceed with affected Work until the conflict, error, ambiguity, or discrepancy is resolved by a clarification or interpretation from the OAR or by a Modification to the General Conditions Corpus Christi Standards - Regular Projects 00 72 00-14 11-25-2013 Contract Documents issued pursuant to Paragraph 11.01, except in an emergency as required by Paragraph 7.12. 4. Contractor is liable to the OPT for failure to report conflicts, errors, ambiguities, or discrepancies in the Contract Documents of which Contractor has actual knowledge. 5. Contractor is deemed to have included the most expensive item, system, procedure, etc. in the Contract Price if a conflict, error, ambiguity, or discrepancy in components of the Contract Documents was known, but not reported prior to submitting the Bid or when Contractor negotiates the Contract Price. 3.04 Interpretation of the Contract Documents A. Submit questions concerning the non-technical or contractual / administrative requirements of the Contract Documents to the OAR immediately after those questions arise. OAR is to provide an interpretation of the Contract Documents regarding these questions and will coordinate the response of the OPT to Contractor. B. Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. 3.05 Reuse of Documents A. Contractor's Team has no rights to the Contract Documents and may not use the Contract Documents, or copies or electronic media editions of the Contract Documents, other than for the construction of this Project. This provision survives final payment or termination of the Contract. B. Contractor is allowed to retain a copy of the Contract Documents for record purposes, unless specifically prohibited by the Owner for security reasons. Surrender paper and digital copies of the Contract Documents and other related documents and remove these documents from computer equipment or storage devices as a condition of final payment if the Owner 5o directs. ARTICLE 4 — COMMENCEMENT AND PROGRESS OF THE WORK 4.01 Commencement of Contract Times; Notice to Proceed A. The Contract Times commence to run on the date indicated in the Notice to Proceed. 4.02 Starting the Work A. Begin performing the Work on the date indicated in the Notice to Proceed. Do not begin Work prior to having the insurance required in Article 6 in force or before the date indicated in the Notice to Proceed. General Conditions Corpus Christi Standards - Regular Projects 00 72 00-15 11-25-2013 4.03 Progress Schedule A. Construct the Work in accordance with the Progress Schedule established in accordance with the Contract Documents. 1. Adjust the Progress Schedule as required to accurately reflect actual progress on the Work. 2. Submit proposed adjustments in the Progress Schedule that change the Contract Times in accordance with the requirements of Article 11. B. Continue performing Work and adhere to the Progress Schedule during disputes or disagreements with Owner. Do not delay or postpone Work pending resolution of disputes or disagreements, or during an appeal process, except as permitted by Paragraph 16.04, or as Owner and Contractor may otherwise agree. 4.04 Delays in Contractor's Progress A. Contractor is entitled to an equitable adjustment in the Contract Times if OPT directly delays, disrupts, or interferes with the performance or progress of the Work. The Contractor agrees to make no Claim for damages for delay in the performance of the Contract occasioned by an act or omission to act of the OPT and agrees that the extension of time provides an equitable adjustment. B. Contractor is not entitled to an adjustment in Contract Price or Contract Times for delays, disruptions, or interference caused by or within the control of Contractor's Team. C. No time extensions are allowed for weather conditions, other than those listed in Paragraph 4.04.D.1, for Projects using calendar days or a fixed date to establish the Contract Time. Contractor is to include the cost associated with weather related delays in the Contract Price and assumes the risks associated with delays related to weather conditions. D. Contractor is entitled to an equitable adjustment in the Contract Times if Contractor's performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of OPT or Contractor. These unanticipated causes may include: 1. Severe and unavoidable natural catastrophes e.g. fires, floods, hurricanes, epidemics, and earthquakes; 2. Acts or failures to act of utility owners other than those performing other work at or adjacent to the Site by arrangement with the Owner, as contemplated in Article 8; and 3. Acts of war or terrorism. 4. Rain days in excess of the number of days allocated for rain as described in the Supplementary Conditions. E. Delays, disruption, and interference to the performance or progress of the Work resulting from the following are governed by Article S: 1. The existence of a differing subsurface or physical condition; 2. An Underground Facility not shown or not indicated with reasonable accuracy by the Contract Documents; and General Conditions Corpus Christi Standards Regular Projects 00 72 00-16 11-25-2013 3. Hazardous Environmental Conditions. These adjustments in Contract Times are the Contractor's sole and exclusive remedy for the delays, disruption, and interference described in this paragraph. F. Article 8 governs delays, disruption, and interference to the performance or progress of the Work resulting from the performance of certain other work at or adjacent to the Site. G. Notify the OAR immediately of a potential delaying, disrupting, or interfering event. Submit a Change Proposal seeking an adjustment in Contract Price or Contract Times within 30 days of the commencement of the delaying, disrupting, or interfering event. H. Contractor is only entitled to an adjustment of the Contract Times for specific delays, disruptions, and interference to the performance or progress of the Work that can be demonstrated to directly impact the ability of the Contractor to complete the Work within the Contract Times. No adjustments in Contract Times are allowed for delays on components of the Work which were or could have been completed without impacting the Contract Times. I. Contractor is not entitled to an adjustment in Contract Price or Contract Times for delay, disruption, or interference caused by or within the control of the Owner if this delay is concurrent with a delay, disruption, or interference attributable to or within the control of the Contractor's Team. ARTICLE 5 — AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS S.01 Availability of Lands A. Owner is to furnish the Site and inform the Contractor of encumbrances or restrictions known to Owner related to use of the Site with which Contractor must comply in performing the Work. B. Provide for additional lands and access Contractor requires for temporary construction facilities or storage of materials and equipment, other than those identified in the Contract Documents. Provide documentation of authority to use these additional lands to OAR before using them. 5.02 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas: 1. Confine construction equipment, temporary construction facilities, the storage of materials and equipment, and the operations of workers to the Site, adjacent areas that Owner or Contractor has arranged to use through construction easements or agreements, and other adjacent areas as permitted by Laws and Regulations. Assume full responsibility for damage or injuries which result from the performance of the Work or from other actions or conduct of the Contractor's Team, including: a. Damage to the Site; b. Damage to adjacent areas used for Contractor's Team's operations; c. Damage to other adjacent land or areas; and General Conditions Corpus Christi Standards - Regular Projects 00 72 00 . 17 11-25-2013 d. Injuries and losses sustained by the owners or occupants of these lands or areas. 2. Take the following action if a damage or injury claim is made by the owner or occupant of adjacent land or area because of the performance of the Work, or because of other actions or conduct of the Contractor's Team: a. Take immediate corrective or remedial action as required by Paragraph 7.09; and b. Attempt to settle the claim through negotiations with the owner or occupant, or otherwise resolve the claim by mediation or other dispute resolution proceeding or at law. 5.03 Subsurface and Physical Conditions A. The Supplementary Conditions identify: 1. Those reports known to OPT of explorations and tests of subsurface conditions at or adjacent to the Site; 2. Those drawings known to OPT of physical conditions related to existing surface or subsurface structures at the Site, except Underground Facilities; and 3. Technical Data contained in these reports and drawings. B. Data contained in boring logs, recorded measurements of subsurface water levels, and the results of tests performed on materials described in geotechnical data reports specifically prepared for the Project and made available to Contractor are defined as Technical Data, unless Technical Data has been defined more specifically in the Supplementary Conditions. C. Contractor may rely upon the accuracy of the Technical Data contained in these reports and drawings, but these reports and drawings are not Contract Documents. Except for this reliance on Technical Data, Contractor may not rely upon or make claims against Owner's Indemnitees with respect to: 1. The completeness of reports and drawings for Contractor's purposes, including aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, or Contractor's safety precautions and programs; 2. Other data, interpretations, opinions, and information contained in these reports or shown or indicated in the drawings; or 3. Contractor's interpretation of or conclusions drawn from Technical Data or other data, interpretations, opinions, or information. 5.04 Differing Subsurface or Physical Conditions A. Notify OAR immediately, but in no event later than 3 days, after becoming aware of a subsurface or physical condition that is uncovered or revealed at the Site, and before further disturbing the subsurface or physical conditions or performing any related Work that: 1. Establishes that the Technical Data on which Contractor is entitled to rely as provided in Paragraph 5.03 is materially inaccurate; 2. Requires a change in the Drawings or Specifications; 3. Differs materially from that shown or indicated in the Contract Documents; or General Conditions Corpus Christi Standards - Regular Projects 007200-18 11-25-2013 4. Is of an unusual nature and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents. Do not further disturb or perform Work related to this subsurface or physical condition, except in an emergency as required by Paragraph 7.12, until permission to do so is issued by OAR. B. OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; S. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. D. Possible Contract Price and Contract Times Adjustments: 1. Contractor is entitled to an equitable adjustment in Contract Price or Contract Times to the extent that a differing subsurface or physical condition causes a change in Contractor's cost or time to perform the Work provided the condition falls within one or more of the categories described in Paragraph 5.04.A. Any adjustment in Contract Price for Work that is paid for on a unit price basis is subject to the provisions of Paragraph 13.03. 2. Contractor is not entitled to an adjustment in the Contract Price or Contract Times with respect to a subsurface or physical condition if: a. Contractor knew of the existence of the subsurface or physical condition at the time Contractor made an offer to Owner with respect to Contract Price and Contract Times; b. The existence of the subsurface or physical condition could have been discovered or revealed as a result of examinations, investigations, explorations, tests, or studies of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents prior to when Contractor's Bid is submitted or when Contractor negotiates the Contract Price; or c. Contractor failed to give notice as required by Paragraph 5.04.A. 3. Contractor may submit a Change Proposal no later than 30 days after OAR's issuance of the OPT's statement to Contractor regarding the subsurface or physical condition in question. General Conditions Corpus Christi Standards - Regular Projects 00 72 00-19 11-25-2013 4. A Change Order is to be issued by the OAR if Owner and Contractor agree that Contractor is entitled to an adjustment in the Contract Price or Contract Times and agree to the amount or extent of adjustments in the Contract Price or Contract Times. 5.05 Underground Facilities A. The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or adjacent to the Site is based on information and data furnished to OPT by the owners of these Underground Facilities or by others. OPT is not responsible for the accuracy or completeness of information or data provided by others that OPT makes available to Contractor. The Contractor is responsible for: 1. Reviewing and checking available information and data regarding existing Underground Facilities at the Site; 2. Complying with Laws and Regulations related to locating Underground Facilities before beginning Work; 3. Locating Underground Facilities shown or indicated in the Contract Documents; 4. Coordinating the Work with the owners, including Owner, of Underground Facilities during construction; and S. The safety and protection of existing Underground Facilities at or adjacent to the Site and repairing damage resulting from the Work. B. Notify the OAR and the owner of the Underground Facility immediately if an Underground Facility is uncovered or revealed at the Site that was not shown in the Contract Documents, or was not shown with reasonable accuracy in the Contract Documents. Do not further disturb conditions or perform Work affected by this discovery, except in the event of an emergency as required by Paragraph 7.12. C. The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. E. Contractor is entitled to an equitable adjustment in the Contract Price or Contract Times as provided in Paragraphs 11.04 and 11.05 to the extent that the existing Underground Facility at the Site that was not shown or indicated in the Contract Documents, or was not shown General Conditions Corpus Christi Standards - Regular Projects 00 72 00-20 11-25-2013 or indicated with reasonable accuracy. Any adjustment in Contract Price for Work that is paid for on a unit price basis is subject to the provisions of Paragraph 13.03. F. Contractor is not entitled an adjustment in the Contract Price or Contract Times with respect to an existing Underground Facility at the Site if: 1. Contractor knew of the existence of the existing Underground Facility at the Site at the time Contractor made an offer to Owner with respect to Contract Price and Contract Times; 2. The existence of the existing Underground Facility at the Site could have been discovered or revealed as a result of examinations, investigations, explorations, tests, or studies of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents prior to when Contractor's Bid is submitted or when Contractor negotiates the Contract Price; or 3. Contractor failed to give notice as required by Paragraph 5.05.B. G. Contractor may submit a Change Proposal regarding its entitlement to or the amount or extent of adjustments in the Contract Price or Contract Times no later than 30 days after OAR's issuance of OPT's statement to Contractor regarding the Underground Facility. 5.06 Hazardous Environmental Conditions at Site A. The Supplementary Conditions identify: 1. Those reports and drawings known to OPT relating to Hazardous Environmental Conditions that have been identified at or adjacent to the Site; and 2. Technical Data contained in these reports and drawings. B. Contractor may rely upon the accuracy of the Technical Data contained in reports and drawings relating to Hazardous Environmental Conditions identified in the Supplementary Conditions, but these reports and drawings are not Contract Documents. Except for the reliance on expressly identified Technical Data, Contractor may not rely upon or make claims against Owner's Indemnitees with respect to: 1. The completeness of these reports and drawings for Contractor's purposes, including aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor or Contractor's safety precautions and programs related to Hazardous Environmental Conditions; 2. Other data, interpretations, opinions, and information contained in these reports or shown or indicated in the drawings; or 3. Any Contractor interpretation of or conclusion drawn from Technical Data or other data, interpretations, opinions, or information. C. The results of tests performed on materials described in environmental reports specifically prepared for the Project and made available to Contractor are defined as Technical Data unless Technical Data has been defined more specifically in the Supplementary Conditions. D. Contractor is not responsible for removing or remediating Hazardous Environmental Conditions encountered, uncovered, or revealed at the Site unless this removal or General Conditions Corpus Christi Standards - Regular Projects 00 72 00-21 11-25-2013 remediation is expressly identified in the Contract Documents to be within the scope of the Work. E. Contractor is responsible for controlling, containing, and duly removing and remediating Constituents of Concern brought to the Site by Contractor's Team and paying associated costs. 1. Owner may remove and remediate the Hazardous Environmental Condition and impose a set-off against payments to Contractor for associated costs if Contractor's Team creates a Hazardous Environmental Condition and Contractor does not take acceptable action to remove and remediate the Hazardous Environmental Condition. 2. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to Hazardous Environmental Conditions are as set forth in Paragraph 7.14. F. Immediately notify the OAR and take the following action if Contractor uncovers or reveals a Hazardous Environmental Condition at the Site or adjacent areas used by the Contractor's Team that was not created by the Contractor's Team: 1. Secure or otherwise isolate this condition; 2. Stop Work in affected areas or connected with the condition, except in an emergency as required by Paragraph 7.12; and 3. Do not resume Work in connection with the Hazardous Environmental Condition or in affected areas until after OPT has obtained required permits and OAR sends notice to the Contractor: a. Specifying that this condition and affected areas are or have been rendered safe for the resumption of Work; or b. Specifying special conditions under which Work may be resumed safely. 4. Owner may order the portion of the Work that is in the area affected by the Hazardous Environmental Condition to be deleted from the Work following the procedures in Article 11 if Contractor does not agree to: a. Resume the Work based on a reasonable belief it is unsafe; or b. Resume the Work under the special conditions provided by the OAR. 5. Owner may have this deleted portion of the Work performed by Owner's own forces or others in accordance with Article 8. G. Contractor may submit a Change Proposal or Owner may impose a set-off if an agreement is not reached within 10 days of OAR's notice regarding the resumption of Work as to whether Contractor i5 entitled to an adjustment in Contract Price or Contract Times or on the amount or extent of adjustments resulting from this Work stoppage or special conditions under which Contractor agrees to resume Work. H. The provisions of Paragraphs 5.03, 5.04, and 5.05 do not apply to the presence of Constituents of Concern or a Hazardous Environmental Condition uncovered or revealed at the Site. General Conditions Corpus Christi Standards - Regular Projects 007200.22 11-25.2013 ARTICLE 6 — BONDS AND INSURANCE 6.01 Performance, Payment, and Other Bonds A. Furnish Performance and Payment Bonds, each in an amount equal to the Contract Price, as security for the faithful performance and payment of Contractor's obligations under the Contract Documents. These Bonds are to remain in effect until 1 year after the date of final payment. Furnish other Bonds as required by the Contract Documents. B. Bonds furnished by the Contractor must meet the requirements of Texas Insurance Code Chapter 3503, Texas Government Code Chapter 2253, and all other applicable Laws and Regulations. C. Notify OAR immediately if the surety on Bonds furnished by Contractor: 1. Is declared bankrupt, or becomes insolvent; 2. Has its right to do business in Texas terminated; or 3. Ceases to meet the requirements of Paragraph 6.02. Provide a Bond and surety which comply with the requirements of Paragraph 6.02 within 20 days after the event giving rise to this notification. D. Contractor is to use amounts paid by Owner to Contractor under the Contract for the performance of the Contract and to satisfy claims against the Payment Bond. E. Notify the OAR of claims filed against the Payment Bond. Notify the claimant and OAR of undisputed amounts and the basis for challenging disputed amounts when a claimant has satisfied the conditions prescribed by Texas Government Code Chapter 2253. Promptly pay undisputed amount. F. Owner is not liable for payment of costs or expenses of claimants under the Payment Bond. Owner has no obligations to pay, give notice, or take other action to claimants under the Payment Bond. G. Owner may exclude the Contractor from the Site and exercise Owner's termination rights under Article 16 if Contractor fails to obtain or maintain required Bonds. H. OPT will provide a copy of the Payment Bond to Subcontractors, Suppliers, or other persons or entities claiming to have furnished labor or materials used in the performance of the Work that request this information in accordance with Texas Government Code Chapter 2253. 6.02 Licensed Sureties A. Provide Bonds in the form prescribed by the Contract Documents from sureties named in the list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. B. Provide Bonds required by the Contract Documents from surety companies that are duly licensed or authorized to provide bonds in the State of Texas. General Conditions Corpus Christi Standards - Regular Projects 00 72 00-23 11-25-2013 6.03 Insurance A. Obtain and maintain insurance as required in this Article and in SECTION 00 72 01 INSURANCE REQUIREMENTS. B. Deliver evidence of insurance in accordance with SECTION 00 72 01 INSURANCE REQUIREMENTS to the Owner to demonstrate that Contractor has obtained and is maintaining the policies, coverages, and endorsements required by the Contract. Provide copies of these certificates to each named insured and additional insured as identified in the Supplementary Conditions or otherwise. ARTICLE 7 — CONTRACTOR'S RESPONSIBILITIES 7.01 Supervision and Superintendence A. Supervise, inspect, and direct the performance of the Work in accordance with the Contract Documents. Contractor is solely responsible for the means, methods, techniques, sequences, and procedures of construction. B. Provide a competent resident superintendent acceptable to the OPT. The resident superintendent or acceptable qualified assistant is to be present at all times when Work is being done. Do not replace this resident superintendent except under extraordinary circumstances. Provide a replacement resident superintendent equally competent to the previous resident superintendent if replacement is required. Notify the Owner prior to replacing the resident superintendent and obtain Owner's consent to the change in superintendent. 7.02 Labor; Working Hours A. Provide competent, suitably qualified personnel to survey and lay out the Work and perform Work to complete the Project. Maintain good discipline and order at the Site. B. Perform Work at the Site during regular working hours except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent to the Site and except as otherwise stated in the Contract Documents. C. Do not perform Work on a Saturday, Sunday, or legal holiday without OAR's consent. The following legal holidays are observed by the Owner: Holiday Date Observed New Year's Day January 1 Memorial Day Last Monday in May Independence Day July 4 Labor Day First Monday in September Thanksgiving Day Fourth Thursday in November Friday after Thanksgiving Friday after Thanksgiving Christmas Day December 25 General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 24 11-25-2013 D. If a legal holiday falls on a Saturday, it will be observed the preceding Friday. If a legal holiday falls on a Sunday, it will be observed the following Monday. E. Pay additional cost incurred by Owner for services of the OAR or RPR to observe Work constructed outside of regular working hours. OAR will issue a Set-off in the Application for Payment for this cost per Paragraph 15.01.B 7.03 Services, Materials, and Equipment A. Provide services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and other facilities and incidentals necessary for the performance, testing, start-up, and completion of the Work, whether or not these items are specifically called for in the Contract Documents. B. Provide new materials and equipment to be incorporated into the Work. Provide special warranties and guarantees required by the Contract Document. Provide satisfactory evidence, including reports of required tests, as to the source, kind, and quality of materials and equipment as required by the Contract Documents or as requested by the OAR. C. Store, apply, install, connect, erect, protect, use, clean, and condition materials and equipment in accordance with instructions of the applicable Supplier, unless otherwise required by the Contract Documents. 7.04 Concerning Subcontractors, Suppliers, and Others A. Contractor may retain Subcontractors and Suppliers for the performance of parts of the Work. All Subcontractors and Suppliers must be acceptable to Owner. B. Contractor must retain specific Subcontractors, Suppliers, or other individuals or entities for the performance of designated parts of the Work if required to do so by the Contract Documents. C. Submit a list of proposed Subcontractors and Suppliers to OAR prior to entering into binding subcontracts or purchase orders. These proposed Subcontractors or Suppliers are deemed acceptable to Owner unless Owner raises a substantive, reasonable objection within 30 days after receiving this list. D. Contractor is not required to retain Subcontractors, Suppliers, or other individuals or entities to furnish or perform part of the Work after the Effective Date of the Contract if Contractor has reasonable objection. E. Owner may require the replacement of Subcontractors, Suppliers, or other individuals or entities retained by the Contractor. Provide an acceptable replacement for the rejected Subcontractor, Supplier, or other individual or entity. Owner also may require Contractor to retain specific replacements, subject to Contractor's reasonable objections. F. Contractor may be entitled to an adjustment in Contract Price or Contract Times with respect to a replacement of Subcontractors, Suppliers, or other entities required by Owner. The Contractor is not entitled to an adjustment in Contract Price or Contract Time with respect to replacement of any individual deemed unsuitable by the OPT. Notify OAR immediately if a replacement of Subcontractors, Suppliers, or other entity increases the Contract Price or Contract Times. Initiate a Change Proposal for the adjustment within 10 General Conditions Corpus Christi Standards - Regular Projects 00 72 00-25 11-25-2013 days of Owner's notice to replace a Subcontractor, Supplier, or other entity retained by Contractor to perform part of the Work. Do not make the replacement until the change in Contract Price or Contract Times has been accepted by the Owner if Change Proposal is to be submitted. G. Owner's initial acceptance of Subcontractors, Suppliers, or other individuals or entities, or their replacements, does not constitute a waiver of the obligation of the Contractor to complete the Work in accordance with the Contract Documents. H. Maintain a current and complete list of Subcontractors and Suppliers that are to perform or furnish part of the Work. I. Contractor is fully responsible for the acts and omissions of Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work. J. Contractor is solely responsible for scheduling and coordinating the work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work. K. Require Subcontractors, Suppliers, and other individuals or entities performing or furnishing Work to communicate with OPT through Contractor. L. Contracts between the Contractor and their Subcontractors or Suppliers may specifically bind the Subcontractors or Suppliers to the applicable terms and conditions of the Contract Documents. Contractor is responsible for meeting the requirements of the Contract Documents if they choose to not bind the Subcontractors or Suppliers to applicable terms or conditions of the Contract Documents. 1. All Subcontractors employed on this Project must be required to obtain Workers' Compensation Insurance. 2. Proof of this insurance will be required prior to the start of any Work. M. OPT may furnish information about amounts paid to Contractor for Work provided by Subcontractors or Suppliers to the entity providing the Work. N. Nothing in the Contract Documents: 1. Creates a contractual relationship between members of the OPT and members of the Contractor's Team. 2. Creates an obligation on the part of the Owner to pay or to see to the payment of money due members of the Contractor's Team, except as may be required by Laws and Regulations. 7.05 Patent Fees and Royalties A. Pay license fees, royalties, and costs incident to the use of inventions, designs, processes, products, or devices which are patented or copyrighted by others in the performance of the Work, or to incorporate these inventions, designs, processes, products, or devices which are patented or copyrighted by others in the Work. The Contract Documents identify inventions, designs, processes, products, or devices OPT knows are patented or copyrighted by others or that its use is subject to patent rights or copyrights calling for the payment of a license fee or royalty to others. Contractor is to include the cost associated with the use of patented or copyrighted products or processes, whether specified or selected by the Contractor, in the Contract Price. General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 26 11-25-2013 B. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to infringement of patent rights and copyrights are as set forth in Paragraph 7.14. 7.06 Permits A. Obtain and pay for construction permits and licenses. OPT is to assist Contractor in obtaining permits and licenses when required to do so by applicable Laws and Regulations. Pay governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time the Contractor's Bid is submitted or when Contractor negotiates the Contract Price. 7.07 Taxes A. Contractor is responsible for all taxes and duties arising out of the Work. The Owner generally qualifies as a tax exempt agency as defined by the statutes of the State of Texas and is usually not subject to any city or state sales or use taxes, however certain items such as rented equipment may be taxable even though Owner is a tax-exempt agency. Contractor is responsible for including in the Contract Price any applicable sales and use taxes and is responsible for complying with all applicable statutes and rulings of the State Comptroller. Pay sales, consumer, use, and other similar taxes required to be paid by Contractor in accordance with the Laws and Regulations. B. The Owner is exempt from the Federal Transportation and Excise Tax. Contractor must comply with all federal regulations governing the exemptions. C. Products incorporated into the Work are exempt from state sales tax according to the provisions of Subchapter H, Chapter 151, of the Texas Tax Code. D. Contractor may not include any amounts for sales, use, or similar taxes for which the Owner is exempt in the Contract Price or any proposed Change Order or Application for Payment. E. Obtain tax exemption certificates or other documentation necessary to establish Owner's exemption from such taxes. 7.08 Laws and Regulations A. Give required notices and comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for monitoring Contractor's compliance with Laws or Regulations except where expressly required by applicable Laws and Regulations. B. Pay costs resulting from actions taken by Contractor that are contrary to Laws or Regulations. Contractor is not responsible for determining that the design aspects of the Work described in the Contract Documents is in accordance with Laws and Regulations. This does not relieve Contractor of its obligations under Paragraph 3.03. C. Owner or Contractor may give notice to the other party of changes in Laws or Regulations that may affect the cost or time of performance of the Work, including: 1. Changes in Laws or Regulations affecting procurement of permits; and 2. Sales, use, value-added, consumption, and other similar taxes which come into effect after Contractor's Bid is submitted or when Contractor negotiates the Contract Price. General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 27 11-25-2013 D. Contractor may submit a Change Proposal or Owner may initiate a Claim within 30 days of this notice if Owner and Contractor are unable to agree on entitlement to or on the amount or extent of adjustments in Contract Price or Contract Times resulting from these changes, 7.09 Safety and Protection A. Contractor is solely responsible for initiating, maintaining, and supervising safety precautions and programs in connection with the Work. This responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. B. Take necessary precautions for the safety of persons on the Site or who may be affected by the Work, and provide the necessary protection to prevent damage, injury, or loss to: 1. Work and materials and equipment to be incorporated in the Work, whether stored on or off Site; and 2. Other property at or adjacent to the Site, including trees, shrubs, lawns, walks, pavements, roadways, structures, other work in progress, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. C. Comply with applicable Laws and Regulations relating to the safety and protection of persons or property. Erect and maintain necessary safeguards for safety and protection. Notify Owner; the owners of adjacent property, Underground Facilities, and other utilities; and other contractors and utility owners performing work at or adjacent to the Site when prosecution of the Work may affect them. Cooperate with them in the protection, removal, relocation, and replacement of their property or work in progress. 1. Comply with requirements of Underground Facility Damage Prevention and Safety Act, Texas Utilities Code Chapter 251. 2. Comply with all applicable safety rules and regulations of the Federal Occupational Health and Safety Act of 1970 and subsequent amendments (OSHA). D. Remedy damage, injury, or loss to property referred to in Paragraph 7.09.B caused by Contractor's Team. Pay remediation costs unless the damage or loss is: 1. Attributable to the fault of the Contract Documents; 2. Attributable to acts or omissions of OPT; or 3. Not attributable to the actions or failure to act of the Contractor's Team. E. Contractor's duties and responsibilities for safety and protection of persons or the Work or property at or adjacent to the Site continues until Work is completed and resumes whenever Contractor's Team returns to the Site to fulfill warranty or correction obligations or to conduct other tasks. F. Comply with the applicable requirements of the Owner's safety program if required to do so in the Supplementary Conditions. A copy of the Owner's safety program will be provided in the Bidding Documents. General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 28 11-25-2013 7.10 Safety Representative A. Provide a qualified and experienced safety representative at the Site whose duties and responsibilities are the prevention of accidents and maintaining and supervising safety programs. 7.11 Hazard Communication Programs A. Coordinate the exchange of material safety data sheets or other hazard communication information required to be made available or exchanged between or among employers at the Site in accordance with Laws or Regulations. 7.12 Emergencies A. Act to prevent threatened damage, injury, or loss in emergencies affecting the safety or protection of persons or the Work or property at or adjacent to the Site. Notify OAR immediately if Contractor believes that significant changes in the Work or variations from the Contract Documents have been caused or are required as a result of this need to act. A Modification is to be issued by OAR if OPT determines that the incident giving rise to the emergency action was not the responsibility of the Contractor and that a change in the Contract Documents is required because of the action taken by Contractor in response to this emergency. 7.13 Contractor's General Warranty and Guarantee A. Contractor warrants and guarantees to Owner that Work is in accordance with the Contract Documents and is not Defective. Owner is entitled to rely on Contractor's warranty and guarantee. Assume and bear responsibility for costs and time delays associated with variations from the requirements of the Contract Documents. B. This Contractor's warranty and guarantee excludes defects or damage caused by improper maintenance or operation, abuse, or modification by OPT; or normal wear and tear under normal usage. C. Contractor's obligation to perform and complete Work in accordance with the Contract Documents is absolute. None of the following constitute an acceptance of Defective Work or a release of Contractor's obligation to perform Work in accordance with the Contract Documents: 1. Observations by OPT; 2. Recommendation by OAR or payment by Owner of progress or final payments; 3. The issuance of a Certificate of Substantial Completion; 4. Use or occupancy of part of the Work by Owner; 5. Review and approval of a Shop Drawing or Sample; 6. Inspections, tests, or approvals by others; or 7. Correction of Defective Work by Owner. D. The Contract Documents may require the Contractor to accept the assignment of a contract between the Owner and a contractor or supplier. The specific warranties, guarantees, and General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 29 11-25-2013 correction obligations contained in an assigned contract govern with respect to Contractor's performance obligations to Owner for the Work described in an assigned contract. 7.14 Indemnification A. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES OR DISPUTE RESOLUTION COSTS, ARISING OUT OF OR RESULTING FROM PERFORMANCE OF THE WORK, VIOLATIONS OF LAWS OR REGULATIONS, OR BODILY INJURY, DEATH, OR DESTRUCTION OF TANGIBLE PROPERTY CAUSED BY THE ACTS OR OMISSIONS OF THE CONTRACTOR'S TEAM, REGARDLESS OF WHETHER SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS ALLEGED TO BE CAUSED IN PART BY AN OWNER'S INDEMNITEE HEREUNDER, SUBJECT TO THE OWNER'S DEFENSES AND LIABILITY LIMITS UNDER THE TEXAS TORT CLAIMS ACT. HOWEVER, NOTHING HEREIN SHALL BE CONSTRUED TO REQUIRE CONTRACTOR TO INDEMNIFY AN OWNER'S INDEMNITEE AGAINST A CLAIM, LOSS, DAMAGE OR EXPENSE CAUSED BY THE (I) NEGLIGENCE OR FAULT, (II) BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD OR RULE, OR (III) THE BREACH OF CONTRACT BY AN OWNER'S INDEMNITEE. PROVIDED FURTHER HOWEVER, AND IN ADDITION TO THE ABOVE, CONTRACTOR INDEMNIFIES EACH OF OWNER'S INDEMNITEES AGAINST CLAIMS FOR THE BODILY INJURY OR DEATH OF AN EMPLOYEE OF THE CONTRACTOR'S TEAM OF ANY TIER EVEN IF CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF AN OWNER'S INDEMNITEE. B. TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST INDEMNIFIED COSTS, ARISING OUT OF OR RELATING TO: (I) THE FAILURE TO CONTROL, CONTAIN, OR REMOVE A CONSTITUENT OF CONCERN BROUGHT TO THE SITE BY CONTRACTOR'S TEAM OR A HAZARDOUS ENVIRONMENTAL CONDITION CREATED BY CONTRACTOR'S TEAM, (II) CONTRACTOR'S TEAM'S ACTION OR INACTION RELATED TO DAMAGES, DELAYS, DISRUPTIONS, OR INTERFERENCE WITH THE WORK OF OWNER'S EMPLOYEES, OTHER CONTRACTORS, OR UTILITY OWNERS PERFORMING OTHER WORK AT OR ADJACENT TO THE SITE, OR (III) THE CORRECTION OF DEFECTIVE WORK. NOTHING IN THIS PARAGRAPH OBLIGATES THE CONTRACTOR TO INDEMNIFY THE OWNER'S INDEMNITEES FROM THE CONSEQUENCES OF THE OWNER'S AND OWNER'S INDEMNITEES OWN NEGLIGENCE. PROVIDED FURTHER HOWEVER, AND IN ADDITION TO THE ABOVE, CONTRACTOR INDEMNIFIES THE OWNER'S INDEMNITEES AGAINST CLAIMS FOR THE BODILY INJURY OR DEATH OF AN EMPLOYEE OF THE CONTRACTOR'S TEAM OF ANY TIER EVEN IF CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE OF OWNER'S INDEMNITEES. C. TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OWNER'S INDEMNITEES FROM AND AGAINST INDEMNIFIED COSTS RESULTING FROM INFRINGEMENT ON PATENT RIGHTS OR COPYRIGHTS BY CONTRACTOR'S TEAM TO THE FULLEST EXTENT PERMITTED BY LAW. D. The indemnification obligations under this paragraph are not limited by the amount or type of damages, compensation, or benefits payable by or for members of the Contractor's Team or other individuals or entities under workers' compensation acts, disability benefit acts, or other employee benefit acts in claims against Owner's Indemnitees by an employee or the survivor or personal representative of employee of Contractor's Team. E. The indemnification obligations of this Paragraph 7.14 do not extend to the liability of Designer arising out of the preparation of the Contract Documents or giving directions or General Conditions Corpus Christi Standards - Regular Projects 00 72 00 30 1125-2013 instructions, or failing to give them, to the extent they are obligated to do so if that is the primary cause of the injury or damage. F. Notify the other party within 10 days if Owner or Contractor receives notice of any claim or circumstances that could give rise to an indemnified loss. The notice must include the following: 1. A description of the indemnification event in reasonable detail; 2. The basis on which indemnification may be due; and 3. The anticipated amount of the indemnified loss. This notice does not stop or prevent Owner's Indemnitees from later asserting a different basis for indemnification or a different amount of indemnified loss than that indicated in the initial notice. Owner's Indemnitees do not waive any rights to indemnification except to the extent that Contractor is prejudiced, suffers loss, or incurs expense because of the delay if Owner does not provide this notice within the 10 -day period. G. Defense of Indemnification Claims: 1. Assume the defense of the claim with counsel chosen by the Contractor and pay related costs, unless Owner decides otherwise. Contractor's counsel must be acceptable to Owner. Control the defense and any negotiations to settle the claim. Advise Owner's Indemnitees as to its defense of the claim within 10 days after being notified of the indemnification request. Owner's Indemnitees may assume and control the defense If Contractor does not assume the defense. Pay all defense expenses of the Owner's Indemnitees as an indemnified loss. 2. Owner's Indemnitees may retain separate counsel to participate in, but not control, the defense and any settlement negotiations if Contractor defends the claim. Contractor may not settle the claim without the consent or agreement of Owner. Contractor may settle the claim with Owner's consent and agreement unless it: a. Would result in injunctive relief or other equitable remedies or otherwise require Owner's Indemnitees to comply with restrictions or limitations that adversely affect Owner's Indemnitees; b. Would require Owner's Indemnitees to pay amounts that Contractor does not fund in full; or c. Would not result in Owner and Owner's Indemnitees' full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement. 7.15 Delegation of Professional Design Services A. Contractor is not required to provide professional design services unless these services are specifically required by the Contract Documents for a portion of the Work or unless these services are required to carry out Contractor's responsibilities for construction means, methods, techniques, sequences, and procedures. Contractor is not required to provide professional services in violation of applicable Laws and Regulations. B. The Contract Documents specify performance and design criteria related to systems, materials, or equipment if professional design services or certifications by a design General Conditions Corpus Christi Standards - Regular Projects 00 72 00-31 11-25-2013 professional related to systems, materials, or equipment are specifically required of Contractor. These services or certifications must be provided by the licensed Texas Professional Engineer or Registered Architect who prepares, signs, and seals drawings, calculations, specifications, certifications, Shop Drawings, and other documents. C. OPT is entitled to rely upon the adequacy, accuracy, and completeness of the services, certifications, or approvals performed by Contractor's design professionals, provided OPT has specified to Contractor the performance and design criteria that these services must satisfy. D. Pursuant to this Paragraph 7.15, Designer's review and approval of design calculations and design drawings is only for the limited purpose of checking for conformance with the performance and design criteria given and the design concepts expressed in the Contract Documents. Designer's review and approval of Shop Drawings and other documents is only for the purpose stated in the Contract Documents. E. Contractor is not responsible for the adequacy of the performance or design criteria specified by OPT. Advise OPT if the performance or design criteria are known or considered likely to be inadequate or otherwise deficient. ARTICLE 8 — OTHER WORK AT THE SITE 8.01 Other Work A. Owner may arrange for other work at or adjacent to the Site which is not part of the Contractor's Work. This other work may be performed by Owner's employees or through other contractors. utility owners may perform work on their utilities and facilities at or adjacent to the Site. Include costs associated with coordinating with entities performing other work or associated with connecting to this other work in the Contract Price if this other work is shown in the Contract Documents. B. OPT is to notify Contractor of other work prior to starting the work and provide any knowledge they have regarding the start of utility work at or adjacent to the Site to Contractor. C. Provide other contractors: 1. Proper and safe access to the Site; 2. Reasonable opportunity for the introduction and storage of materials and equipment; and 3. Reasonable opportunity to execute their work. D. Provide cutting, fitting, and patching of the Work required to properly connect or integrate with other work. Do not endanger the work of others by cutting, excavating, or otherwise altering the work of others without the consent of OAR and the others whose work will be affected. E. Inspect the work of others and immediately notify OAR if the proper execution of part of Contractor's Work depends upon work performed by others and this work has not been performed or is unsuitable for the proper execution of Contractor's Work. Contractor's failure to notify the OAR constitutes an acceptance of this other work as acceptable for General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 32 11-25-2013 integration with Contractor's Work. This acceptance does not apply to latent defects or deficiencies in the work of others. F. Take adequate measures to prevent damages, delays, disruptions, or interference with the work of Owner, other contractors, or utility owners performing other work at or adjacent to the Site. 8.02 Coordination A. Owner has sole authority and responsibility for coordination of this other work unless otherwise provided in the Contract Documents. The Owner is to identify the entity with authority and responsibility for coordination of the activities of the various contractors, the limitations of their authority, and the work to be coordinated prior to the start of other work at or adjacent to the Site. 8.03 Legal Relationships A. Contractor may be entitled to a change in Contract Price or Contract Times if, while performing other work at or adjacent to the Site for Owner, the OPT, other contractor, or utility owner: 1. Damages the Work or property of Contractor's Team; 2. Delays, disrupts, or interferes with the execution of the Work; or 3. Increases the scope or cost of performing the Work through their actions or inaction. B. Notify the OAR immediately of the event leading to a potential Change Proposal so corrective action can be taken. Submit the Change Proposal within 30 days of the event if corrective action has not adequately mitigated the impact of the actions or inactions of others. Information regarding this other work in the Contract Documents is used to determine if the Contractor is entitled to a change in Contract Price or Contract Times. Changes in Contract Price require that Contractor assign rights against the other contractor or utility owner to Owner with respect to the damage, delay, disruption, or interference that is the subject of the adjustment. Changes in Contract Times require that the time extension is essential to Contractor's ability to complete the Work within the Contract Times. C. Take prompt corrective action if Contractor's Team damages, delays, disrupts, or interferes with the work of Owner's employees, other contractors, or utility owners performing other work at or adjacent to the Site or agree to compensate other contractors or utility owners for correcting the damage. Promptly attempt to settle claims with other contractors or utility owners if Contractor damages, delays, disrupts, or interferes with the work of other contractors or utility owners performing other work at or adjacent to the Site. D. Owner may impose a set-off against payments due to Contractor and assign the Owner's contractual rights against Contractor with respect to the breach of the obligations described in this Paragraph 8.03 to other contractors or utility owners if damages, delays, disruptions, or interference occur. E. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related damages, delays, disruptions, and interference with other work at the Site are as set forth in Paragraph 7.14. General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 33 11-25-2013 ARTICLE 9 — OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due A. Owner is to make payments to Contractor when due as described in Paragraphs 15.01.D and 15.06.D. 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. 9.06 Insurance A. Owner's responsibilities with respect to purchasing and maintaining insurance are described in Article 6. 9.07 Modifications A. Owner's responsibilities with respect to Modifications are described in Article 11. 9.08 Inspections, Tests, and Approvals A. OPT's responsibility with respect to certain inspections, tests, and approvals are described in Paragraph 14.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. General Conditions Corpus Christi Standards - Regular Projects 00 72 00-34 11-25-2013 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10 — OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 14. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 14. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.1S. C. OAR and Designer's authority related to Modifications is described in Articles 11. D. OAR's authority related to Applications for Payment is described in Articles 13 and 15. General Conditions Corpus Christi Standards - Regular Projects 00 72 00-35 11-25-2013 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work, or accept the Work under the provisions of Paragraph 14.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. ARTICLE 11 — AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK 11.01 Amending and Supplementing the Contract Documents A. The Contract Documents may be modified by a Contract Amendment, Change Order, Work Change Directive, or Field Order. 1. Contract Amendment: Owner and Contractor may modify the terms and conditions of the Contract Documents without the recommendation of the Designer using a Contract Amendment. A Contract Amendment may be used for: a. Changes that do not involve: 1) The performance or acceptability of the Work; 2) The design as described in the Drawings, Specifications, or otherwise; or 3) Other engineering, architectural or technical matters. b. Authorizing new phases of the Work and establishing the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work when using phased construction or purchasing Goods and Special Services to be incorporated into the Project. 2. Change Order: All changes to the Contract Documents that include a change in the Contract Price or the Contract Times for previously authorized Work, or changes to the Work requiring Designer's approval must be made by a Change Order. A Change General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 36 11-25-2013 Order may also be used to establish modifications of the Contract Documents that do not affect the Contract Price or Contract Times. 3. Work Change Directive: A Work Change Directive does not change the Contract Price or the Contract Times, but is evidence that the parties expect that the modifications ordered or documented by a Work Change Directive are to be incorporated in a subsequently issued Change Order following negotiations on the Contract Price and Contract Times. Contractor must submit a Change Proposal seeking an adjustment of the Contract Price or the Contract Times no later than 30 days after the completion of the Work set out in the Work Change Directive if negotiations are unsuccessful under the terms of the Contract Documents governing adjustments, expressly including Paragraphs 11.04 and 11.05. 4. Field Order: Designer may require minor changes in the Work that do not change the Contract Price or Contract Times using a Field Order. OAR may issue a Field Order for non-technical, administrative issues. Submit a Change Proposal if Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times before proceeding with the Work described in the Field Order. B. Perform added or revised Work under the applicable provisions of the Contract Documents for the same or similar Work unless different Drawings, Specifications, or directions are provided in the Modification, 11.02 Owner -Authorized Changes in the Work A. Owner may order additions, deletions, or revisions in the Work at any time as recommended by the Designer to the extent the change: 1. Involves the design as described in the Contract Documents; 2. Involves acceptance of the Work; or 3. Involves other engineering, architectural or technical matters. B. These changes may be authorized by a Modification. Proceed with the Work involved or, in the case of a deletion in the Work, immediately cease construction activities with respect to the deleted Work upon receipt of the Modification. Nothing in this paragraph obligates the Contractor to undertake Work that Contractor reasonably concludes cannot be performed in a manner consistent with Contractor's safety obligations under the Contract Documents or Laws and Regulations. 11.03 Unauthorized Changes in the Work A. Contractor is not entitled to an increase in the Contract Price or an extension of the Contract Times with respect to Work performed that is not required by the Contract Documents, except in the case of an emergency as provided in Paragraph 7.12, or in the case of uncovering Work as provided in Paragraph 14.05. B. Contractor is responsible for costs and time delays associated with variations from the requirements of the Contract Documents unless the variations are specifically approved by Change Order. General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 37 11-25-2013 11.04 Change of Contract Price A. The Contract Price can only be changed by a Change Order. Any Change Proposal for an adjustment in the Contract Price must comply with the provisions of Paragraph 11.05. Any Claim for an adjustment of Contract Price must comply with the provisions of Article 12. B. An adjustment in the Contract Price is to be determined as follows: 1. By applying unit prices to the quantities of the items involved, subject to the provisions of Paragraph 13.03, where the Work involved is covered by unit prices in the Contract Documents; 2. By a mutually agreed lump sum where the Work involved is not covered by unit prices in the Contract Documents; or 3. Payment on the basis of the Cost of the Work determined as provided in Paragraph 13.01 plus a Contractor's fee for overhead and profit determined as provided in Paragraph 11.04.D when the Work involved is not covered by unit prices in the Contract Documents or the parties do not reach a mutual agreement to a lump sum. C. The original Contract Price may not be increased by more than 25 percent or the limit set out in Texas Local Government Code 252.048 or its successor statute. Owner may decrease the Work by up to 25 percent of the Contract Price without adjusting Contractor's fee. D. Contractor's Fee: Determine the Contractor's fee for overhead and profit as follows: 1. A mutually acceptable fixed fee; or 2. A fee based on the following percentages of the various portions of the Cost of the Work: a. The Contractor's fee is 15 percent for costs incurred under Paragraphs 13.01.C.1 and 13.01.C.2; b. The Contractor's fee is 5 percent for costs incurred under Paragraph 13.01.C.3; c. Fees are to be determined as follows where one or more tiers of subcontracts are used: 1) The Subcontractor's fee is 15 percent for costs incurred under Paragraphs 13.01.C.1 and 13.01.C.2 for the Subcontractor that actually performs the Work at whatever tier; and 2) The Contractor and Subcontractors of a tier higher than that of the Subcontractor that actually performs the Work are to be allowed a fee of 5 percent of the fee plus underlying costs incurred by the next lower tier Subcontractor; d. No fee is payable on the basis of costs itemized under Paragraphs 13.01.C.4, and 13.01.D; e. Five percent of the net decrease in the cost is to be deducted for changes which result in a net decrease in Contract Price; and 3. The adjustment in Contractor's fee is based on the net change in accordance with Paragraphs 11.04.D.2.a through 11.04.D.2.e, inclusive when both additions and credits are involved in any one change. General Conditions Corpus Christi Standards - Regular Projects 00 72 00-38 11-25-2013 11.05 Change of Contract Times A. The Contract Times can only be changed by Change Order. Any Change Proposal for an adjustment in the Contract Times must comply with the provisions of Paragraph 11.06. Any Claim for an adjustment in the Contract Times must comply with the provisions of Article 12. B. An adjustment of the Contract Times is subject to the limitations described in Paragraph 4.04. 11.06 Change Proposals A. Submit a Change Proposal to the OAR to: 1. Request an adjustment in the Contract Price or Contract Times; 2. Appeal an initial decision by OPT concerning the requirements of the Contract Documents or relating to the acceptability of the Work under the Contract Documents; 3. Contest a set-off against payment due; or 4. Seek other relief under the Contract Documents. B. Notify the OAR immediately if a Change Proposal is to be submitted. Submit each Change Proposal to OAR no later than 30 days after the event initiating the Change Proposal. Submit the following as part of the Change Proposal: 1. Any proposed change in Contract Price, Contract Times, or other relief, accompanied by a statement that the requested Change Order is the entire adjustment to which Contractor believes it is entitled; 2. The reason for the proposed change; and 3. Supporting data, accompanied by a statement that the supporting data is accurate and complete. C. OAR is to advise OPT regarding the Change Proposal. OPT is to review each Change Proposal and Contractor's supporting data, and within 30 days after receipt of the documents, direct the OAR to either approve or deny the Change Proposal in whole or in part. OAR is to issue a Change Order for an approved Change Proposal. The Contractor may deem the Change Proposal to be denied if OAR does not take action on the Change Proposal within 30 days and start the time for appeal of the denial under Article 12. 11.07 Execution of Change Orders A. Owner and Contractor are to execute Change Orders covering: 1. Changes in the Contract Price or Contract Times which are agreed to by Owner and Contractor, including undisputed sums or amount of time for Work actually performed in accordance with a Work Change Directive; 2. Changes in Contract Price resulting from Owner set -offs unless the set-off has been successfully challenged by Contractor; 3. Changes in the Work which are: a. Ordered by Owner pursuant to Paragraph 11.02.A, General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 39 11-25-2013 b. Required because Defective Work was accepted under Paragraph 14.04 or Owner's correction of Defective Work under Paragraph 14.07, or c. Agreed to by the Owner and Contractor; and 4. Changes in the Contract Price or Contract Times, or other changes under Paragraph 11.06 or Article 12. B. Acceptance of a Change Order by Contractor constitutes a full accord and satisfaction for any and all claims and costs of any kind, whether direct or indirect, including but not limited to impact, delay, or acceleration damages arising from the subject matter of the Change Order. Each Change Order must be specific and final as to prices and extensions of time, with no reservations or other provisions allowing for future additional money or time as a result of the particular changes identified and fully compensated in the Change Order. The execution of a Change Order by Contractor constitutes conclusive evidence of Contractor's agreement to the ordered changes in the Work. This Contract, as amended, forever releases any claim against Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on unchanged Work. C. All Change Orders require approval by either the City Council or Owner by administrative action. The approval process requires a minimum of 45 days after submission in final form with all supporting data. Receipt of Contractor's submission by Owner constitutes neither acceptance nor approval of a Bid, nor a warranty that the Bid will be authorized by City Council or administrative action. The time required for the approval process may not be considered a delay and no extensions to the Contract Times or increase in the Contract Price will be considered or granted as a result of the process. Contractor may proceed with Work if a Work Change Directive is issued. D. A Change Order is deemed to be in full force as if executed by Contractor if the Contractor refuses to execute a Change Order that is required to be executed under the terms of this Paragraph 11.07. 11.08 Notice to Surety A. Notify the surety of Modifications affecting the general scope of the Work, changes in the provisions of the Contract Documents, or changes in Contract Price or Contract Times. Adjust the amount of each Bond when Modifications change the Contract Price. ARTICLE 12 — CLAIMS 12.01 Claims A. Follow the Claims process described in this Article for the following disputes between Owner and Contractor: 1. A demand or assertion by Owner to Contractor, submitted in accordance with the requirements of the Contract Documents: a. Seeking an adjustment of Contract Price or Contract Times; General Conditions Corpus Christi Standards Regular Projects 00 72 00 - 40 11-25-2013 b. Contesting an initial decision by Designer concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Contesting Designer's decision regarding a Change Proposal; d. Seeking resolution of a contractual issue that OAR has declined to address; or e. Seeking other relief with respect to the terms of the Contract. 2. A demand or assertion by Contractor to Owner, submitted in accordance with the requirements of the Contract Documents: a. Contesting OPT's decision regarding a Change Proposal; or b. Seeking resolution of a contractual issue that OPT has declined to address, B. Notify the OAR no later than 7 days after the start of the event giving rise to the Claim or, in the case of appeals regarding Change Proposals, within 7 days of the decision under appeal. The responsibility to substantiate a Claim rests with the entity making the Claim. In the case of a Claim by Contractor seeking an increase in the Contract Price or Contract Times, Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the amount of time or money requested accurately reflects the full amount to which Contractor is entitled. C. The entity receiving a Claim is to review the Claim giving full consideration to its merits. The Owner and Contractor are to seek to resolve the Claim through the exchange of information and direct negotiations. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of actions taken on a Claim. D. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after initiation of a Claim. 1. The agreement to mediate suspends the Claim submittal and response process. 2. Owner or Contractor may unilaterally terminate the mediation process after 60 days from the agreement to mediate and resume the Claim submittal and decision process as of the date of the termination. The Claim process resumes as of the date of the conclusion of the mediation, as determined by the mediator, if the mediation is unsuccessful in resolving the dispute. 3. Owner and Contractor are to each pay one-half of the mediator's fees and costs. E. If the entity receiving a Claim approves the Claim in part or denies it in part, this action is final and binding unless the other entity invokes the procedure described in Article 17 for final resolution of disputes within 30 days of this action. F. Notify the OAR if efforts to resolve the Claim are not successful and the Claim is denied. A denial of the Claim is final and binding unless the other entity invokes the procedure described in Article 17 for the final resolution of disputes within 30 days of the denial. G. The results of the agreement or action on the Claim is to be incorporated in a Change Order by the OAR to the extent they affect the Contract Documents, the Contract Price, or the Contract Times if the Owner and Contractor reach a mutual agreement regarding a Claim. General Conditions Corpus Christi Standards - Regular Projects 007200.41 11-25-2013 ARTICLE 13 — COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 13.01 Cost of the Work A. The Cost of the Work is the sum of costs described in this Paragraph 13.01, except those excluded in Paragraph 13.01.D, necessary for the proper performance of the Work. The provisions of this Paragraph 13.01 are used for two distinct purposes: 1. To determine Cost of the Work when Cost of the Work is a component of the Contract Price under cost-plus, time -and -materials, or other cost -based terms; or 2. To determine the value of a Change Order, Change Proposal, Claim, set-off, or other adjustment in Contract Price. B. Contractor is entitled only to those additional or incremental costs required because of the change in the Work or because of the event giving rise to the adjustment when the value of the adjustment is determined on the basis of the Cost of the Work. C. Costs included in the Cost of the Work may not exceed the prevailing costs in the proximate area of the Site for similar work unless agreed to by the Owner. Cost of the Work includes only the following items: 1. Payroll costs for Contractor's employees performing the Work, including one foreman per crew, and other required and agreed upon personnel for the time they are employed on the Work. Employees are to be paid according to wage rates for job classifications as agreed to by Owner. Where the Cost of the Work is being used under provisions of Paragraph 13.01.A.2, rates paid for this Work are to be the same as paid for Contract Work as established by certified payroll. Payroll costs may include: a. Actual costs paid for salaries and wages; b. Actual cost paid for fringe benefits, which may include: 1) Social security contributions, 2) Unemployment, 3) Excise and payroll taxes, 4) Workers' compensation, 5) Health and retirement benefits, 6) Bonuses, and 7) Paid time off for sick leave, vacations, and holidays; and c. Actual cost of additional compensation paid for performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, to the extent authorized by Owner. 2. Cost of materials and equipment furnished and incorporated in the Work, including transportation and storage costs and required Suppliers' field services. Contractor may retain cash discounts unless Owner provided funds to the Contractor for early payment of these materials and equipment. Cash discounts are to be credited to Owner if the Owner provides funds for early payment. Make provisions for trade General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 42 11-25-2013 discounts, rebates, refunds, and returns from sale of surplus materials and equipment and reduce the Cost of the Work by these amounts. 3. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. Obtain competitive bids from Subcontractors acceptable to Owner unless Owner agrees to use Subcontractors proposed by the Contractor. Bids are to be opened in the presence of the OAR and other designated members for the OPT. Provide copies of bids to the OAR to use in determining, with the OPT, which bids are acceptable. The Subcontractor's Cost of the Work and fee are determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 13.01 if the subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee. 4. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work; b. Costs of materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site including transportation and maintenance costs; c. Costs of hand tools not owned by the workers consumed in the performance of the Work. Costs of hand tools not owned by the workers which are used but not consumed in the performance of the Work and which remain the property of Contractor, less their market value when Work is completed; d. Rental of construction equipment, including the costs of transporting, loading, unloading, assembling, dismantling, and removing construction equipment, whether rented from Contractor or others, in accordance with rental agreements approved by Owner. Costs for rental of equipment will not be paid when the equipment is no longer necessary for the Work. Justify idle time for equipment by demonstrating that it was necessary to keep equipment on Site for related future Work; e. Applicable sales, consumer, use, and other similar taxes related to the Work for which the Owner is not exempt, and which Contractor pays consistent with Laws and Regulations; f. Deposits lost for causes other than negligence of Contractor's Team; g. Royalty payments and fees for permits and licenses; h. Cost of additional utilities, fuel, and sanitary facilities at the Site; i. Minor expense items directly required by the Work; and j. Premiums for Bonds and insurance required by the Contract Documents. D. The Cost of the Work does not include the following items: 1. Payroll costs and other compensation of Contractor's officers, executives, principals of partnerships and sole proprietorships, general managers, safety managers, superintendents, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office, for general administration of the Work and not specifically included in the agreed upon General Conditions Corpus Christi Standards - Regular Projects 00 72 00-43 11-25-2013 schedule of job classifications referred to in Paragraph 13.01.C.1 or specifically covered by Paragraph 13.01.C.4. These administrative costs are covered by the Contractor's fee. 2. Office expenses other than Contractor's office at the Site. 3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. 4. Costs due to the actions of Contractor's Team for the correction of Defective Work, disposal of materials or equipment that do not comply with Specifications, and correcting damage to property. 5. Losses, damages, and related expenses caused by damage to the Work or sustained by Contractor in connection with the performance of the Work. Contractor is entitled to recover costs if covered by insurance provided in accordance with Article 6. Such losses may include settlements made with the approval of Owner. Do not include these losses, damages, and expenses in the Cost of the Work when determining Contractor's fee. 6. Any Indemnified Cost paid with regard to Contractor's indemnification of Owner's Indemnitees. 7. Other overhead or general expense costs and the costs of items not described in Paragraphs 13.01.C. E. The Contractor's fee is determined as follows: 1. In accordance with the Agreement when the Work is performed on a cost-plus basis. 2. In accordance with Paragraph 11.04.0 for Work covered by a Modification determined on the basis of Cost of the Work. F. Establish and maintain records in accordance with generally accepted accounting practices and submit these records, including an itemized cost breakdown together with supporting data, in a form and at intervals acceptable to OAR whenever the Cost of the Work is to be determined pursuant to this Paragraph 13.01. 13.02 Allowances A. Include allowances specified in the Contract Documents in the Contract Price and provide Work covered by the allowance as authorized by the Owner through the OAR. B. Contractor agrees that: 1. The cash allowance is used to compensate the Contractor for the cost of furnishing materials and equipment for the Work covered by the allowance item in the Contract Documents. Cost may include applicable taxes. Make provisions for trade discounts, rebates, and refunds and reduce the allowance costs by these amounts. 2. Contractor's costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances have been included in the Contract Price and not in the allowances; and 3. Costs for cash allowances and installation costs as described in Paragraphs 13.02.8.1 and 13.02.B.2 above are included in the Contract Price. General Conditions Corpus Christi Standards - Regular Projects 00 72 00-44 11-25-2013 C. OAR will issue a Change Order to adjust the Contract Price by the difference between the allowance amount and the actual amount paid by Contractor for Work covered by the allowance. The Change Order will be issued at the time costs are incurred by Contractor for Work covered by the allowance and this Work is included on the Application for Payment. 13.03 Unit Price Work A. The initial Contract Price for Unit Price Work is equal to the sum of the unit price line items in the Agreement. Each unit price line item amount is equal to the product of the unit price for each line item times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparing Bids and determining an initial Contract Price. Payments to Contractor for Unit Price Work are to be based on actual quantities measured for Work in place. C. Each unit price is deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. D. OAR is to determine the actual quantities and classifications of Unit Price Work performed by Contractor to be incorporated into each Application for Payment. OAR's decision on actual quantities is final and binding, subject to the provisions of Paragraph 13.03.E. E. Contractor may submit a Change Proposal, or Owner may file a Claim, seeking an adjustment in the Contract Price within 30 days of OAR's decision under Paragraph 13.03.D, if: 1. The total cost of a particular item of Unit Price Work amounts to 20 percent or more of the total Contract Price and the variation in the quantity of that particular item of Unit Price Work performed by the Contractor differs by more than 20 percent from the estimated quantity of an item indicated in the Agreement; 2. There is no corresponding adjustment with respect to other items of Work; and 3. Contractor believes it has incurred additional expense as a result of this condition or if Owner believes that the quantity variation entitles Owner to an adjustment in the Contract Price. 13.04 Contingencies A. Contingency funds may be included in the Contract Price to pay for Work not defined specifically by the Contract Documents that is essential to the completion of the Project. Contingency funds will be as described in the Agreement. B. The contingency funds may be used for costs incurred by the Contractor provided these costs are approved by the Owner. Costs are to be determined and documented in accordance with Paragraph 13.01. The contingency funds are not to be used for the following items: 1. Cost overruns due to changes in material costs after the Contract Price is established, unless specific price escalation provisions are made in the Agreement. 2. Rework required to correct Defective Work. General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 45 11-25-2013 3. Inefficiencies in completing the Work due to the Contractor's selected means, methods, sequences, or procedures of construction. 4. Work Contractor failed to include in the Contract Price. 5. Changes required by changes in Laws and Regulations enacted after the Contract Price is established. 6. Any Work that does not constitute a change in Scope in the Work included in the Contract Price. C. OAR is to issue a Change Order for approved expenditures from contingency funds. When the Change Order is issued, the costs are to be added to the Application for Payment. Contractor is to maintain a tabulation showing the contingency amount, adjustments to the contingency amount, and amounts remaining as the Project progresses. D. Any contingency amounts that are not included in a Change Order are retained by the Owner. A Change Order will be issued to deduct unused contingency amounts from the Contract Price prior to Final Payment. ARTICLE 14 —TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK 14.01 Access to Work A. Provide safe access to the Site and the Work for the observation, inspection, and testing of the Work in progress. Contractor can require compliance with Contractor's safety procedures and programs as part of providing safe access. 14.02 Tests, Inspections, and Approvals A. OPT may retain and pay for the services of an independent inspector, testing laboratory, or other qualified individual or entity to perform inspections. Notify OAR when the Work is ready for required inspections and tests. Provide adequate notice to allow for coordination with entities providing inspection or testing as determined by the OAR. Cooperate with inspection and testing personnel and assist with providing access for required inspections, tests, and handling test specimens or Samples. B. Arrange for and facilitate inspections, tests, and approvals required by Laws or Regulations of governmental entities having jurisdiction that require Work to be inspected, tested, or approved by an employee or other representative of that entity. Pay associated costs and furnish OAR with the required certificates of inspection or approval. C. Arrange, obtain, and pay for inspections and tests required: 1. By the Contract Documents, unless the Contract Documents expressly allocate responsibility for a specific inspection or test to OPT; 2. To attain OPT's acceptance of materials or equipment to be incorporated in the Work; 3. By manufacturers of equipment furnished under the Contract Documents; 4. For testing, adjusting, and balancing of mechanical, electrical, and other equipment to be incorporated into the Work; General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 46 11-25-2013 5. For acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work; 6. For re -inspecting or retesting Defective Work, including any associated costs incurred by the testing laboratory for cancelled tests or standby time; and 7. For retesting due to failed tests. D. Provide independent inspectors, testing laboratories, or other qualified individuals or entities acceptable to OPT to provide these inspections and tests. 14.03 Defective Work A. It is Contractor's obligation to assure that the Work is not Defective. B. OPT has the authority to determine whether Work is Defective and to reject Defective Work. C. OAR is to notify Contractor of Defective Work of which OPT has actual knowledge. D. Promptly correct Defective Work. E. Take no action that would void or otherwise impair Owner's special warranties or guarantees when correcting Defective Work. F. Pay claims, costs, losses, and damages arising out of or relating to Defective Work, including: 1. Costs for correction, removal, and replacement of Defective Work; 2. Cost of the inspection and testing related to correction of Defective Work; 3. Fines levied against Owner by governmental authorities because of Defective Work; and 4. Costs of repair or replacement of work of others resulting from Defective Work. 14.04 Acceptance of Defective Work A. Owner may elect to accept Defective Work instead of requiring correction or removal and replacement of Defective Work provided: 1. This acceptance occurs prior to final payment; 2. Designer confirms that the Defective Work is in general accordance with the design intent and applicable engineering or architectural principles; and 3. Designer confirms that acceptance of the Defective Work does not endanger public health or safety. B. Owner may impose a reasonable set-off against payments due under Article 15 for costs associated with OPT's evaluation of Defective Work to determine if it can be accepted and to determine the diminished value of the Work. Owner may impose a reasonable set-off against payments due under Article 15 if the parties are unable to agree as to the decrease in the Contract Price to compensate Owner for the diminished value of Defective Work accepted. OAR is to issue a Modification for acceptance of the Defective Work prior to final payment. Pay an appropriate amount to Owner if the acceptance of Defective Work occurs after final payment. General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 47 11-25-2013 14.05 Uncovering Work A. OPT has the authority to require inspection or testing of the Work, whether or not the Work is fabricated, installed, or completed. B. Work that is covered prior to approval of the OAR must be uncovered for OPT's observation if requested by OAR. Pay for uncovering Work and its subsequent restoration unless Contractor has given OAR timely notice of Contractor's intention to cover the Work and OAR fails to act with reasonable promptness in response to this notice. C. Provide necessary labor, material, and equipment and uncover, expose, or otherwise make available the portion of the Work suspected of being Defective for observation, inspection, or testing if OPT considers it necessary or advisable that covered Work be observed by Designer or inspected or tested by others as directed by the OAR. 1. Pay for claims, costs, losses, and damages associated with uncovering, exposing, observing, inspecting, and testing if it is found that the uncovered Work is Defective. Pay costs for correction of Defective Work. Pay for reconstruction, repair, or replacement of work of others if it is found that the uncovered Work is Defective. 2. Submit a Change Proposal for an increase in the Contract Price or an extension of the Contract Times directly attributable to this uncovering, exposure, observation, inspection, testing, and reconstruction if the uncovered Work is found to be not Defective. 14.06 Owner May Stop the Work A. Owner may order Contractor to stop the Work if: 1. The Work is Defective; 2. Contractor fails to supply sufficient skilled workers or suitable materials or equipment; or 3. Contractor performs Work that may fail to conform to the Contract Documents when completed. This stop work order is to remain in effect until the reason for the stop work order has been eliminated. Owner's right to stop the Work does not create a duty to exercise this right for the benefit of Contractor's Team or surety. 14.07 Owner May Correct Defective Work A. Owner may remedy the following deficiencies after 7 days' notice to Contractor if: 1. Contractor fails to correct Defective Work, or to remove and replace rejected Work as required by OPT; 2. Contractor fails to perform the Work in accordance with the Contract Documents; or 3. Contractor fails to comply with other provisions of the Contract Documents. B. Owner may: 1. Exclude Contractor from the Site; General Conditions Corpus Christi Standards - Regular Projects 00 72 00-48 11-25 2013 2. Take possession of the Work and suspend Contractor's services related to the Work; and 3. Incorporate stored materials and equipment in the Work. C. Allow OPT access to the Site and off Site storage areas to enable Owner to exercise the rights and remedies under this Paragraph 14.07. D. All claims, costs, losses, and damages incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 14.07 are to be charged against Contractor as a set-off against payments due under Article 15. These claims, costs, losses, and damages include costs of repair and the cost of replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor's Defective Work. E. Contractor is not allowed an extension of the Contract Times because of delays in the performance of the Work attributable to the exercise of the Owner's rights and remedies under this Paragraph 14.07. ARTICLE 15 — PAYMENTS TO CONTRACTOR; SET -OFFS; COMPLETION; CORRECTION PERIOD 15.01 Progress Payments A. Progress payments are to be submitted to the OAR on the Application for Payment form provided by the OAR following procedures in the Contract Documents. 1. Progress payments for lump sum Work are to be paid on the basis of the earned value to date at the amounts shown in the Schedule of Values submitted as required by Paragraph 2.03. Final payment will be for the total lump sum amount. 2. Progress payments for Unit Price Work are based on the number of units completed as determined under the provisions of Paragraph 13.03. 3. Progress payments for Work to be paid on the basis of the Cost of the Work per Paragraphs 13.01, 13.02 and 13.04 are to be paid for Work completed by Contractor during the pay period. B. Reduction in Payment by Owner: 1. Owner is entitled to impose a set-off against payment based on the following: a. Claims made against Owner or costs, losses, or damages incurred by Owner related to: 1) Contractor's conduct in the performance of the Work, including, but not limited to, workplace injuries, non-compliance with Laws and Regulations, or patent infringement; or 2) Contractor's failure to take reasonable and customary measures to avoid damage, delay, disruption, and interference with other work at or adjacent to the Site, including but not limited to, workplace injuries, property damage, and non-compliance with Laws and Regulations. b. Owner has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 49 11-25-2013 c. Work is Defective, or completed Work has been damaged by Contractor's Team, requiring correction or replacement; d. Owner has been required to correct Defective Work or complete Work in accordance with Paragraph 14.07; e. The Contract Price has been reduced by Change Orders; f. Events have occurred that would constitute a default by Contractor justifying a termination for cause; g. Liquidated damages have accrued as a result of Contractor's failure to achieve Milestones, Substantial Completion, or completion of the Work; h. Liens have been filed in connection with the Work, except where Contractor has delivered a specific Bond satisfactory to Owner to secure the satisfaction and discharge of these Liens; i. Owner has been notified of failure to make payments to Subcontractors, Suppliers, or Employees; Failure to submit up-to-date record documents as required by the Contract Documents; k. Failure to submit monthly Progress Schedule updates or revised schedules as requested by the OAR; I. Failure to provide Project photographs required by the Contract Documents; m. Failure to provide Certified Payroll required by the Contract Documents; n. Compensation for OPT for overtime charges of OAR or RPR, third review of documents, review of substitutions, re -inspection fees, inspections or designs related to correction of Defective Work, or other services identified as requiring payment by the Contractor; o. Costs for tests performed by the Owner to verify that Work previously tested and found to be Defective has been corrected; p. OPT has actual knowledge of the occurrence of events that would constitute a default by Contractor and therefore justify termination for cause under the Contract Documents with associated cost impacts; q. Other items entitling Owner to a set-off against the amount recommended; or r. Payment would result in an over -payment of the Contract Price. 2. Compensation for services of OPT staff is to be at the rates established by negotiations between OPT and Contractor. j• 3. OAR is to notify Contractor stating the amount and the reasons for an imposed set-off. The Owner is to pay the Contractor amounts remaining after deduction of the set-off. Owner is to pay the set-off amount agreed to by Owner and Contractor if Contractor remedies the reasons for the set-off. Contractor may submit a Change Proposal contesting the set-off. General Conditions Corpus Christi Standards - Regular Projects 00 72 00-50 11-25-2013 C. Delayed Payments: 1. No money shall be paid by Owner upon any claim, debt, demand, or account whatsoever, to any person, firm, or corporation who is in arrears to Owner for taxes; and Owner shall be entitled to counterclaim and automatically offset against any such debt, claim, demand, or account in the amount of taxes so in arrears and no assignment or transfer of such debt, claim, demand, or account after said taxes are due, shall affect the right of Owner to offset said taxes, and associated penalties and interest if applicable, against the same. 2. No payment will be made for Work authorized by a Work Change Directive until the Work Change Directive is incorporated into a Change Order. Payment can be included in an Application for payment when the Change Order is approved. D. The Owner is to pay the amount of payment recommended by the OAR within 30 days after receipt of the Application for Payment and accompanying documentation from the OAR. 15.02 Contractor's Warranty of Title A. Contractor warrants and guarantees that title to the Work, materials, and equipment furnished under the Contract is to pass to Owner free and clear of Liens, title defects, and patent, licensing, copyright, or royalty obligations no later than 7 days after the time of payment by Owner of the Application for Payment which includes these items. 15.03 Substantial Completion A. Notify OAR when Contractor considers the entire Work substantially complete and request a Certificate of Substantial Completion. B. OPT is to inspect the Work after Contractor's notification to determine if the Work is substantially complete. OAR is to either issue the Certificate of Substantial Completion which sets the date of Substantial Completion or notify Contractor of the reasons the Project is not considered to be substantially complete. C. The OPT and Contractor are to meet to discuss Owner's use or occupancy of the Work following Substantial Completion. Items to be discussed at this meeting include: 1. Review of insurance policies with respect to the end of the Contractor's coverage, and confirm the transition to coverage of the Work under a permanent property insurance policy held by Owner; 2. Owner's assumption of responsibility for security, operation, protection of the Work, maintenance, and utilities upon Owner's use or occupancy of the Work; 3. Contractor's obligations for operations and maintenance during performance and acceptance testing; 4. Contractor's access to the Site to complete punch list items; and 5. Procedures for correction of Defective Work during the 1 -year correction period. 15.04 Partial Utilization A. Owner may use or occupy substantially completed parts of the Work which are specifically identified in the Contract Documents, or which OPT and Contractor agree constitutes a General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 51 11-25-2013 separately functioning and usable part of the Work prior to Substantial Completion of the Work. Owner must be able to use that part of the Work for its intended purpose without significant interference with Contractor's performance of the remainder of the Work. Contractor and OPT are to follow the procedures of Paragraph 15.03 for this part of the Work. B. No use or occupancy or separate operation of part of the Work may occur prior to compliance with the requirements of Article 6. 15.05 Final lnspection A. OPT is to make a final inspection upon notice from Contractor that the entire Work or portion to be accepted under Paragraph 15.04 is complete. OAR is to notify Contractor of Work determined to be incomplete or Defective. Immediately take corrective measures to complete the Work and correct Defective Work. 15.06 Final Payment A. Make Application for Final Payment after completing required corrections identified during the final inspection and delivering items and documents required by the Contract Documents. Provide the following with the final Application for Payment: 1. Consent of Surety to Final Payment acknowledging unsettled disputes; and 2. Certification of Payment of Debts and Claims or Certification of Release of Liens or furnish receipts or releases in full from Subcontractors and Suppliers. B. OAR is to either recommend payment of the final Application for Payment to Owner if OPT is satisfied that the Work has been completed and Contractor's other obligations under the Contract Documents have been fulfilled or notify the Contractor of the OPT's reasons for not recommending final payment. C. The Work is complete, subject to surviving obligations, when it is ready for final payment as established by the OAR's recommendation of payment of the final Application for Payment to Owner and the issuance of a Certificate of Final Completion. D. The Owner is to pay the amount of final payment recommended by the OAR within 30 days after receipt of the final Application for Payment and accompanying documentation from the OAR. 15.07 Waiver of Claims A. The making of final payment does not constitute a waiver by Owner of claims or rights against Contractor. Owner expressly reserves claims and rights arising from: 1. Unsettled Liens or claims for non-payment; 2. Defective Work appearing after final inspection pursuant to Paragraph 15.05; 3. Contractor's failure to comply with the Contract Documents or the terms of specified special guarantees; or 4. Contractor's continuing obligations under the Contract Documents. General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 52 11-25-2013 B. Contractor waives claims and rights against Owner by accepting final payment with the exception of those Claims made in accordance with the provisions of Article 17 and specifically noted in the Certificate of Final Completion. 1S.08 Correction Period A. Promptly correct Defective Work without cost to Owner for 1 year after the date of Substantial Completion or longer periods of time prescribed by the terms of the Contract Documents. B. Promptly correct damages to the Site or adjacent areas that Contractor has arranged to use through construction easements or other agreements. Promptly correct damages to Work or the work of others. Make corrections without cost to Owner. C. Owner may have the Defective Work and damages described in Paragraphs 15.08.A and 15.08.8 corrected if Contractor does not comply with the terms of OAR's instructions, or in an emergency where delay would cause serious risk of Toss or damage. D. Contractor's obligation to indemnify Owner's Indemnitees for claims arising out of or related to the correction of Defective Work are as set forth in Paragraph 7.14. E. The correction period starts to run from the date when a specific item of equipment or systems are placed in continuous beneficial use by Owner before Substantial Completion of Work if so provided in the Specifications or if accepted for beneficial use by the Owner. F. The correction period is extended for an additional period of 1 year for Defective Work corrected after the date of Substantial Completion or after the accepted date the correction period starts to run as described in Paragraph 15.08.E. This extended correction period starts to run when Defective Work has been satisfactorily corrected under this Paragraph 15.08. G. Contractor's obligations under this Paragraph 15.08 are in addition to other obligations or warranties. The provisions of this Paragraph 15.08 are not a substitute for, or a waiver of, the provisions of applicable statutes of limitation or repose. ARTICLE 16 —SUSPENSION OF WORK AND TERMINATION 16.01 Owner May Suspend Work A. Owner may suspend the Work or a portion of the Work for a period of not more than 90 consecutive days, at any time and without cause, by notice to Contractor. This notice fixes the date on which Contractor is to resume Work. Contractor is entitled to adjustments in the Contract Price and Contract Times directly attributable to this suspension only if efforts are made to mitigate the cost impacts of the suspension. Meet with the Owner within 10 days of the notice of suspension to discuss specific strategies to reduce or eliminate the cost of delays. Submit a Change Proposal seeking an adjustment no later than 30 days after the date fixed for resumption of Work. General Conditions Corpus Christi Standards - Regular Projects 00 72 00-53 11-25-2013 16.02 Owner May Terminate for Cause A. The occurrence of one or more of the following events constitutes a default by Contractor and justifies termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents, including failure to supply sufficient skilled workers or suitable materials or equipment; 2. Failure to adhere to the Progress Schedule; 3. Failure of the Contractor to provide a satisfactory replacement Bond or insurance in the event either is lost or canceled; 4. Failure of Contractor to maintain financial solvency to adequately complete the Project as indicated by one or more of the following: a. A petition of bankruptcy is filed by or against Contractor, b. Contractor is adjudged as bankrupt or insolvent, c. Contractor or surety makes a general assignment for the benefit of creditors, d. A receiver is appointed for the benefit of Contractor's creditors, or e. A receiver is appointed on account of Contractor's insolvency; 5. Contractor's disregard of Laws or Regulations of public bodies having jurisdiction; or 6. Contractor's repeated disregard of the authority of OPT. B. Contractor and surety must provide adequate assurance of future performance in accordance with the Contract Documents that is satisfactory to Owner if Contractor is believed to be in financial distress due to the existence of one or more of the indicators listed in Paragraph 16.02.A.4. Owner may terminate this Contract if Contractor and surety fail to provide adequate documentation satisfactory to Owner within 10 days of OAR's request for this information. C. Owner may declare Contractor to be in default, give notice to Contractor and surety that the Contract is terminated, and enforce the rights available to Owner under the Performance Bond after giving Contractor and surety 10 days' notice that one or more of the events identified in Paragraph 16.02.A has occurred. D. Owner may exclude Contractor from the Site, take possession of the Work, incorporate the materials and equipment stored and complete the Work as Owner may deem expedient if Owner has terminated the Contract for cause. E. Owner may elect not to proceed with termination of the Contract under this Paragraph 16.02 if Contractor begins to cure the cause for termination within 7 days of receipt of notice of intent to terminate. F. Contractor is not entitled to receive further payments until the Work is completed if Owner proceeds as provided in this Paragraph 16.02. The amount of the Contract Price remaining is to be paid to the Contractor if the unpaid balance exceeds the cost to complete the Work. This cost to complete the Work may include related claims, costs, losses, damages, and the fees and charges of engineers, architects, attorneys, and other professionals retained by Owner. Pay the difference to Owner if the cost to complete the Work including General Conditions Corpus Christi Standards - Regular Projects 00 72 00-54 11-25-2013 related claims, costs, losses, and damages exceeds the unpaid balance of the Contract Price. Claims, costs, losses, and damages incurred by Owner are to be reviewed as to their reasonableness and incorporated in a Change Order by OAR. Owner is not required to obtain the lowest price for the Work performed when exercising its rights or remedies under this paragraph. G. Termination does not affect the rights or remedies of Owner against Contractor or against surety under the Payment Bond or Performance Bond. Owner does not release Contractor from liability by paying or retaining money due Contractor. 16.03 Owner May Terminate For Convenience A. Owner may terminate the Contract without cause after giving 7 days' notice to Contractor of the effective date of termination. Contractor is to be paid for the following if Owner terminates for convenience: 1. Work completed in accordance with the Contract Documents prior to the effective date of termination; 2. Actual costs sustained prior to the effective date of termination for Work in progress, plus a fee calculated in accordance with Paragraph 11.04.D.; and 3. Reasonable expenses directly attributable to termination, including costs incurred to prepare a termination for convenience cost proposal. B. No payment is payable to Contractor for loss of anticipated overhead, profits or revenue, or other economic loss arising out of or resulting from this termination. 16.04 Contractor May Stop Work or Terminate A. Contractor may terminate the Contract and issue a Change Proposal requesting payment from Owner on the same terms as provided in Paragraph 16.03 after 10 days' notice to OAR provided that, through no act or fault of Contractor: 1. The Work is suspended for more than 90 consecutive days by Owner; 2. OAR fails to act on an Application for Payment within 30 days after it is submitted; or 3. Owner fails to pay Contractor sums determined to be due, other than the final payment, within 30 days after payment is recommended by OAR; and 4. OPT does not remedy this suspension or failure within 10 days after receipt of the notice. B. Contractor may stop Work, without prejudice to other rights or remedies in lieu of terminating the Contract if OAR has failed to act on an Application for Payment within 30 days after it is submitted, or Owner has failed to pay Contractor within 30 days after payment is recommended by OAR. The provisions of this paragraph are not intended to preclude Contractor from submitting a Change Proposal for an adjustment in Contract Price or Contract Times for damage directly attributable to Contractor's stopping the Work as permitted by this paragraph. General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 55 11-25-2013 ARTICLE 17 — FINAL RESOLUTION OF DISPUTES 17.01 Methods and Procedures A. The Owner or Contractor may appeal a Claim, approved or denied in part or in full, by: 1. Electing to invoke the dispute resolution process if one is provided for in the Supplementary Conditions; 2. Agreeing with the other party to submit the dispute to a dispute resolution process; or 3. Notifying the other party of the intent to submit the dispute to a court of competent jurisdiction if no dispute resolution process is provided for in the Supplementary Conditions or mutually agreed to. ARTICLE 18 — MISCELLANEOUS 18.01 Computation of Times A. Exclude the first day and include the last day when determining dates for a period of time referred to in the Contract Documents by days. The last day of this period is to be omitted from the determination if it falls on a Saturday, Sunday, or a legal holiday. B. All references and conditions for a Calendar Day Contract in the Contract Documents apply for a Fixed Date Contract. A Fixed Date Contract is one in which the calendar dates for reaching Substantial Completion and/or final completion are specified in lieu of identifying the number of days involved. 18.02 Independent Contractor A. Contractor is to perform its duties under this Contract as an independent contractor. The Contractor's Team and their personnel are not considered to be employees or agents of the Owner. Nothing in this Contract is to be interpreted as granting Contractor's Team the right or authority to make commitments for the Owner. This Contract does not constitute or create a joint venture, partnership, or formal business organization of any kind. 18.03 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available to the Owner or Contractor by these General Conditions are in addition to, and are not a limitation of, the rights and remedies which are otherwise imposed or available by: 1. Laws or Regulations; 2. Special warranties or guarantees; or 3. Other provisions of the Contract Documents. B. The provisions of this Paragraph 18.03 are as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. General Conditions Corpus Christi Standards - Regular Projects 00 72 00-56 11-25-2013 18.04 Limitation of Damages A. Owner's Indemnitees are not liable to Contractor for claims, costs, losses, or damages sustained by Contractor's Team associated with other projects or anticipated projects. 18.05 No Waiver A. The failure of Owner or Contractor to enforce any provision of this Contract does not constitute a waiver of that provision, affect the enforceability of that provision, or the enforceability of the remainder of this Contract. 18.06 Severability A. If a court of competent jurisdiction renders a part of this Contract invalid or unenforceable, that part is to be severed and the remainder of this Contract continues in full force. 18.07 Survival of Obligations A. Representations, indemnifications, warranties, guarantees, and continuing obligations required by the Contract Documents survive completion and acceptance of the Work or termination of the Contract. 18.08 No Third Party Beneficiaries A. Nothing in this Contract can be construed to create rights in any entity other than the Owner and Contractor. Neither the Owner nor Contractor intends to create third party beneficiaries by entering into this Contract. 18.09 Assignment of Contract A. This Contract may not be assigned in whole or in part by the Contractor without the consent of the Owner. 18.10 No Waiver of Sovereign Immunity A. The Owner has not waived its sovereign immunity by entering into and performing its obligations under this Contract. 18.11 Controlling Law A. This Contract is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. 18.12 Conditions Precedent to Right to Sue A. Notwithstanding anything herein to the contrary, Contractor will have at least 90 days to give notice of a claim for damages as a condition precedent to the right to sue on the Contract, subject to the contractual Claims and Alternative Dispute Resolution processes set forth herein. General Conditions Corpus Christi Standards - Regular Projects 00 72 00 - 57 11-25-2013 18.13 Waiver of Trial by Jury A. Owner and Contractor agree that they have knowingly waived and do hereby waive the right to trial by jury and have instead agreed, in the event of any litigation arising out of or connected to this Contract, to proceed with a trial before the court, unless both parties subsequently agree otherwise in writing. 18.14 Compliance with Laws A. Comply with the Americans with Disabilities Act of 1990 as amended (ADA) and Texas Architectural Barriers Act and all regulations relating to either statute. B. Comply with all applicable federal, state, and city laws, rules and regulations. 18.15 Enforcement A. The City Manager or designee and the City Attorney or designee, are fully authorized and will have the right to enforce all legal rights and obligations under the Contract without further authorization from City Council. 18.16 Subject to Appropriation A. Funds are appropriated by the Owner on a yearly basis. If for any reason funds are not appropriated in any given year, the Owner may direct suspension or termination of the Contract. If the Contractor is terminated or suspended and the Owner requests remobilization at a later date, the Contract may request payment for demobilization/remobilization costs. Such costs shall be addressed through a Change Order to the Contract. Under no circumstances may a provision or obligation under this Contract be interpreted as contrary to this paragraph. 18.17 Contractor's Guarantee as Additional Remedy A. The Contractor's guarantee is a separate and additional remedy available to benefit the Owner. Neither the guarantee nor the expiration of the guarantee period will operate to reduce, release, or relinquish any rights or remedies available to the Owner for any claims or causes of action against the Contractor or any other individual or entity. END OF SECTION General Conditions Corpus Christi Standards - Regular Projects 00 72 00 -58 11-25-2013 00 72 02 WAGE RATE REQUIREMENTS ARTICLE 1-- PREVAILING WAGE RATE REQUIREMENTS 1.01 PAYMENT OF PREVAILING WAGE RATES A. Contractor and any Subcontractors employed on this Project shall pay not less than the rates established by the Owner as required by Texas Government Code Chapter 2258. 1.02 RECORDS A. In accordance with Tex. Gov't Code §2258.024, the Contractor and its Subcontractors, if any, shall keep a record showing: 1. The name and occupation of each worker employed by the Contractor or Subcontractor in the construction of the Work; and 2. The actual per diem wages paid to each worker. B. The record shall be open at all reasonable hours to inspection by the officers and agents of the Owner. 1.03 LIABILITY; PENALTY; CRIMINAL OFFENSE A. Tex. Gov't Code §2258.003 — Liability: An officer, agent, or employee of the Owner is not liable in a civil action for any act or omission implementing or enforcing Chapter 2258 unless the action was made in bad faith. 8. Tex. Gov't Code §2258.053(b) — Penalty: Any Contractor or Subcontractor who violates the requirements of Chapter 2258, shall pay to the Owner, on whose behalf the Contract is made, $60 for each worker employed or each calendar day or part of the day that the worker is paid less than the wage rates stipulated in the Contract. C. Tex. Gov't Code §2258.058 — Criminal Offense: 1. An officer, agent, or representative of the Owner commits an offense if the person willfully violates or does not comply with a provision of Chapter 2258. 2. Any Contractor or Subcontractor, or an agent or representative of the Contractor or Subcontractor, commits an offense if the person violates Tex. Gov't Code §2258.024. 3. An offense is punishable by: a. A fine not to exceed $500; b. Confinement in jail for a term not to exceed 6 months; or c. Both a fine and confinement. Wage Rate Requirements E14061 Pier R Replacement Exhibit G Page 1 of 2 1.04 PREVAILING WAGE RATES Note to Specifier: Davis -Bacon Wage Rates can be found at http://www.wdol.gov/dba.aspx. Use the Wage Rates for Nueces County. Select the WD Determination that is appropriate for the Project. Copy the Wage Rate directly from the DOL website to this Section or insert the Owner -determined wage rate schedule as required by Texas Government Code Chapter 2258. A. The minimum rates for various labor classifications as established by the Owner are shown below: Wage Determination Construction Type Project Type (WD) No TX -31 Heavy Heavy Construction Projects (including Sewer and Water Line Construction and Drainage Projects) TX -40 Highway Highway Construction Projects (excluding tunnels, building structures in rest area projects & railroad construction; bascule, suspension & spandrel arch bridges designed for commercial navigation, bridges involving marine construction; and other major bridges). TX -45 Heavy Pipeline - On -Shore Pipeline Construction TX -46 Heavy Pipeline-Off•Shore Construction TX -51 Building Building Construction Projects (does not include residential construction consisting of single family homes and apartments up to and including 4 stories) TX -75 Heavy Dredging projects along the Texas gulf coast area including all public channels, harbors, rivers, tributaries and the Gulf Intracoastal Waterways. TX -81 Heavy Tunnel Construction Projects (Bored, 48" In Diameter Or More) END OF SECTION Wage Rate Requirements E14061 Pier R Replacement Exhibit G Page 2 of 2 00 73 00 SUPPLEMENTARY CONDITIONS These Supplementary Conditions amend or supplement SECTION 00 72 00 GENERAL CONDITIONS and other provisions of the Contract Documents. All provisions not amended or supplemented in these Supplementary Conditions remain in effect. The terms used in these Supplementary Conditions have the meanings stated in the General Conditions. Additional terms used in these Supplementary Conditions have the meanings stated below. ARTICLE 1— DEFINITIONS AND TERMINOLOGY SC -1.01 DEFINED TERMS A. Add the following sentence to the end of Paragraph 1.01.A.22: "In a Design -Build Contract, the term Contractor includes the Design -Builder." B. Add the following sentence to the end of Paragraphs 1.01.A.26: "In a Design -Build Contract, the term Designer includes the Design -Builder." C. Add the following term as Paragraph 1.01.A.62: "Design -Builder —A team that includes a licensed engineer and a construction contractor to provide design and construction services, selected by the Owner under Chapter 2269 of the Texas Government Code." D. Add the following term as Paragraph 1.01.A.63: "Project Manual —That portion of the Contract Documents which may include the following: introductory information; solicitation requirements and responses, proposal, Contract forms and General and Supplemental General Conditions; General Requirements; Specifications; Drawings, Project Safety Manual; and Addenda." ARTICLE 2 — PRELIMINARY MATTERS SC -2.03 BEFORE STARTING CONSTRUCTION A. Delete Paragraph 2.03.A. entirely and insert the following: "2.03 Design -Builder's Design Phase Services A. Design -Builder's Representative shall be an employee of the Design -Builder (unless this requirement is waived in writing by the Owner) shall be reasonably available to Owner, and shall have the necessary expertise and experience required to supervise the Work. Design -Builder's Representative shall communicate regularly with Owner and shall be vested with the authority to act on behalf of Design -Builder. Design -Builder shall replace the Design -Builder's Representative upon Owner's request in the event the Design -Builder's Representative is unable to perform to Owner's satisfaction. B. Design -Builder shall provide Owner with a monthly status report detailing the progress of the Work, including whether (i) the Work is proceeding according to schedule, (11) discrepancies, conflicts, or ambiguities exist in the Contract Documents that require resolution, (iii) health and safety issues exist in connection with the Work, and (iv) other Supplementary Conditions E14061 Pier R Replacement Design -Build 007300-1 11-25-2013 Exhibit H Page 1 of 6 items require resolution so as not to jeopardize Design -Builder's ability to complete the Work for the Contract Price and within the Contract Time(s). C. Design -Builder shall prepare and submit, at least three (3) days prior to the meeting contemplated by Section 2.03.D hereof, an initial schedule for the execution of the Work for Owner's review and approval. The initial schedule shall indicate the dates for the start and completion of the various stages of Work, including the dates when Owner information and approvals are required to enable Design -Builder to achieve the Contract Time(s). The schedule shall be revised by the preliminary schedule and as required by conditions and progress of the Work, but such revisions shall not relieve Design -Builder of its obligations to complete the Work within the Contract Time(s), as such dates may be adjusted in accordance with the Contract Documents. Owner's review of and response to the initial schedule shall not be construed as relieving Design - Builder of its complete and exclusive control over the means, methods, sequences and techniques for executing the Work. Design -Builder's schedules shall identify the critical path for completing the Work. D. The parties will meet within seven (7) days after execution of the Agreement, to discuss issues affecting the administration of the Work and to implement the necessary procedures, including those relating to submittals and payment, to facilitate the ability of the parties to perform their obligations under the Contract Documents. Design - Builder shall submit the following to Owner's Representative for Owner's review and approval no later than the meeting contemplated in this paragraph: 1. Letter designating Design -Builder's Representative; and 2. Completed Statement of Non -Inclusion of Asbestos Containing Material (Design Consultant - Prior to Design)." 3. Preliminary Schedule of Values for all of the Work. The Final Schedule of Values for the Construction Phase services portion of the Work will be approved at the time of Owner'S acceptance of the GMP. The approved Initial Schedule of Values will (i) subdivide the Work into its respective parts, (ii) include values for all items comprising the Work and (iii) serve as the basis for monthly progress payments made to Design -Builder throughout the services of the Work. This Initial Schedule of Values will include but separately itemize the services for the Preliminary Phase Services, and the Professional Services Fee, from the cost of Construction. 4. Proposed Production Schedule for Preliminary Phase Services and Professional Services Fee in the form and substance required by the Agreement which will be used for determining the amount to be paid for those services over the duration of the Contract. E. Design -Builder shall not substitute any Subcontractor, Sub -Subcontractor, person or organization that has been accepted by Owner, unless the substitute has been accepted in writing by Owner. Supplementary Conditions E14061 Pier R Replacement Design -Build 007300-2 11-25-2013 Exhibit H Page 2 of 6 F. Design -Builder shall, consistent with applicable state licensing laws, provide through qualified, licensed design professionals employed by Design -Builder, or procured from qualified, independent licensed Design Consultants, the necessary design services, including architectural, engineering and other design professional services, for the preparation of the required drawings, specifications and other design submittals to permit Design -Builder to complete the Work consistent with the Contract Documents. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Design Consultant. G. The standard of care for all design professional services performed to execute the Work shall be the care and skill ordinarily used by members of the design profession practicing under similar conditions at the same time and locality of the Project. Notwithstanding the preceding sentence, if the parties agree upon specific performance standards for any aspect of the Work, which standards are to be set forth in an exhibit to the Agreement entitled "Performance Standard Requirements," the design professional services shall be performed to achieve such standards. H. Design -Builder and Owner shall, consistent with any applicable provision of the Contract Documents, agree upon any interim design submissions that Owner may wish to review, which interim design submissions may include design criteria, drawings, diagrams and specifications setting forth the Project requirements. On or about the time of the scheduled submissions, Design -Builder and Owner shall meet and confer about the submissions, with Design -Builder identifying during such meetings, among other things, the evolution of the design and any significant changes or deviations from the Contract Documents, or, if applicable, previously submitted design submissions. Minutes of the meetings will be maintained by Design -Builder and provided to all attendees for review. Following the design review meeting, Owner shall review and approve the interim design submissions in a time that is consistent with the turnaround times set forth in Design -Builder's schedule. I. Design -Builder shall submit to Owner Construction Documents setting forth in detail drawings and specifications describing the requirements for construction of the Work. The Construction Documents shall be consistent with the latest set of interim design submissions, as such submissions may have been modified in a design review meeting. The parties shall have a design review meeting to discuss, and Owner shall review and approve, the Construction Documents in accordance with the procedures set forth above. Design -Builder shall proceed with construction in accordance with the approved Construction Documents and shall submit two sets of approved Construction Documents to Owner prior to commencement of construction. J. Owner's review and approval of interim design submissions and the Construction Documents is for the purpose of mutually establishing a conformed set of Contract Documents compatible with the requirements of the Work. Neither Owner's review nor approval of any interim design submissions and Construction Documents shall be deemed to transfer any design liability from Design -Builder to Owner. Supplementary Conditions E14061 Pier R Replacement Design -Build 007300-3 11-25-2013 Exhibit H Page 3 of 6 K. To the extent not prohibited by the Contract Documents or Legal Requirements, Design - Builder may prepare interim design submissions and Construction Documents for a portion of the Work to permit construction to proceed on that portion of the Work prior to completion of the Construction Documents for the entire Work. L. Design -Builder shall perform the Work in accordance with all Legal Requirements and shall provide all notices applicable to the Work as required by the Legal Requirements. M. The Contract Price and/or Contract Time(s) shall be adjusted to compensate Design - Builder for the effects of any changes in the Legal Requirements enacted after the date of the Agreement affecting the performance of the Work, or if a Guaranteed Maximum Price is established after the date of the Agreement, the date the parties agree upon the Guaranteed Maximum Price. Such effects may include, without limitation, revisions Design -Builder is required to make to the Construction Documents because of changes in Legal Requirements. N. Except as otherwise provided in the Contract Documents, Design -Builder shall obtain and pay for all necessary permits, approvals, licenses, government charges and fees required for the prosecution of the Work by any government or quasi -government entity having jurisdiction over the Project. O. Design -Builder shall provide reasonable assistance to Owner in obtaining those permits, approvals and licenses that are Owner's responsibility. ARTICLE 4 — COMMENCEMENT AND PROGRESS OF THE WORK SC -4.04 DELAYS IN CONTRACTOR'S PROGRESS A. The allocation for delays in the Contractor's progress for weather days as set forth in General Conditions Paragraph 4.04.D are to be determined as follows: 1. Include weather days in developing the schedule for construction. Schedule construction so that the Work will be completed within the Contract Times assuming that these weather days will occur. Incorporate residual impacts following weather days such as limited access to and within the Site, inability to work due to wet or muddy Site conditions, delays in delivery of equipment and materials, and other impacts related to weather days when developing the schedule for construction. Include all costs associated with these weather days and residual impacts in the Contract Price. 2. A weather day shall be defined at the Preconstruction meeting. An extension of time due to weather must be in writing and agreed to by both parties. Supplementary Conditions E14061 Pier R Replacement Design -Build 007300-4 11-25-2013 Exhibit H Page 4 of 6 ARTICLE 5 —AVAILABILITY OF LANDS; SUBSURFACE CONDITIONS AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS SC -5.03 SUBSURFACE AND PHYSICAL CONDITIONS A. This Supplementary Condition identifies documents referenced in General Conditions Paragraph 5.03.A which describe subsurface and physical conditions. 1. Geotechnical Reports include the following: Will be made available upon completion. 2. Drawings of physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities) include the following: Will be made available upon completion. SC -5.06 HAZARDOUS ENVIRONMENTAL CONDITIONS AT SITE B. Delete Paragraph 5.06 entirely and insert the following: "5.06 Hazardous Environmental Conditions at Site A. No reports of explorations or tests for Hazardous Environmental Conditions at or contiguous to the Site are known to Owner." ARTICLE 7 — CONTRACTOR'S RESPONSIBILITIES SC -7.04 CONCERNING SUBCONTRACTORS, SUPPLIERS, AND OTHERS A. Add the following sentence to the end of Paragraph 7.04.A: "The Contractor must perform at least 10 percent of the Work, measured as a percentage of the Contract Price, using its own employees." SC -7.14 A. Delete Paragraph 7.14.A entirely and insert the following: "A. The Contractor shall indemnify, defend by counsel satisfactory to the City Attorney, and hold harmless the Owner's Indemnitees from and against claims, damages, losses and expenses, including but not limited to attorney's fees or dispute resolution costs, arising out of or resulting from performance of the Work, violations of laws or regulations, or bodily injury, death or destruction of tangible property caused by the acts or omissions of the Contractor's Team, regardless of whether such claim, damage, loss or expense is alleged to be caused in part by an Owner's Indemnitee hereunder. This indemnity expressly includes bodily injury and death of an employee of the Contractor's Team of any tier unless caused by the sole negligence of Owner's Indemnitees, as determined by a court of competent jurisdiction. B. Delete Paragraph 7.14.B entirely and insert the following: "B. The Contractor shall indemnify, defend by counsel satisfactory to the City Attorney, and hold harmless the Owner's Indemnitees from and indemnified costs, arising out of or relating to: (I) the failure to control, contain or remove a constituent of concern brought to the site by Contractor's Team or a hazardous environmental condition created by contractor's team, (ll) Contractor's Team's action or inaction related to damages, delays, disruptions or interference with the work at or adjacent to the site, or (Ill) the correction of Supplementary Conditions E14061 Pier R Replacement Design -Build 007300-5 11-25-2013 Exhibit H Page 5 of 6 defective work. Nothing in this paragraph obligates the contractor to indemnify the owner's indemnitees from the consequences of the Owner's and Owner's Indemnitees sole negligence, unmixed with the fault of any other party. END OF SECTION Supplementary Conditions E14061 Pier R Replacement Design -Build 007300-6 11-25-2013 Exhibit H Page 6 of 6 00 74 00 SPECIAL CONDITIONS FOR TEXAS PARKS AND WILDLIFE GRANT Note to Specifier: The City may participate in a grant or loan program. Grants and Loans from governmental entities (Funding Agency) often require that their conditions and reporting requirements be included in the Contract Documents as a conditions of the grant or loan. This Specification Section provides a location for any policies. forms. or other requirements of the Funding Agency to be inserted exactly as required by that entity. Since precedence is given to these documents, they must be reviewed to determine that there are no significant conflicts with the documents prepared for that project. Resolve any conflicts as soon as possible, but unless the conflict represents a significant risk to the Designer or the City, the grant or loan agency provisions will govern. Note to Specifier: Notice that the Project is being funded by the Funding Agency should be noted in SECTION 00 11 16 INVITATION TO BID. Any forms or other documentation that must be submitted with the Bid should be discussed in SECTION 00 21 13 INSTRUCTIONS TO BIDDERS. Forms required as part of the Application for Payment should be referenced in SECTION 0129 00 APPLICATION FOR PAYMENT. Limit any other discussion of program changes to keep these conditions contained. Change the title of this Specification Section. and in other locations that reference the program to use the grant or loan agency nomenclature. ARTICLE 1—GENERAL 1.01 FUNDING AGENCY REQUIREMENTS A. This Project is funded in whole or in part by Texas Parks and Wildlife (Funding Agency). The Funding Agency requires specific conditions and reporting as a condition for providing this funding. The conditions and reporting forms of the Funding Agency are included in the Contract Documents. The Funding Agency requirements govern in the event of any conflict between the Funding Agency requirements and any other provision of the Contract Documents. Note to Specifier: Funding Agency documents must have their own number in the Section 00 74 XX series to make sure they are indexed properly in the Table of Contents (and thus made a part of the Contract Documents). This will also put them in proper order when downloaded or stored digitally. Use the Funding Agency document name as the title and reference the Funding Agency document number to make sure documents track properly. B. The applicable Funding Agency conditions and reporting forms are as follows: Specification Title Funding Agency Section Document No. 35 Transient Boat Slips Y -23-D Corpus Christi Coopers Alley Transient Boat Slips Special Conditions for Texas Parks and Wildlife E14061 Pier R Replacement END OF SECTION TWPD Y -23-D 007400-1 11-25 2013 Exhibit I Page 1 of 1 0133 02 SHOP DRAWINGS 1.00 GENERAL 1.01 WORK INCLUDED A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. C. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Shop Drawings, Samples, or mockups. Contract modifications can only be approved by Change Order or Field Order. 1.02 QUALITY ASSURANCE A. Submit legible, accurate, and complete documents presented in a clear, easily understood manner. Shop Drawings not meeting these criteria will be rejected. B. Demonstrate that the proposed products are in full and complete compliance with the design criteria and requirements of the Contract Documents, or will be if deviations requested per Paragraph 1.10 are approved. C. Furnish and install products that fully comply with the information included in the document submittal. 1.03 CONTRACTOR'S RESPONSIBILITIES A. Provide Shop Drawings for all dock fabrication components, special fittings, fasteners and equipment required for substantial completion of Pier R Replacement. Refer to Exhibit A-1. B. Include Shop Drawings in the Schedule of Documents required by SECTION 0133 00 DOCUMENT MANAGEMENT to indicate the Shop Drawings to be submitted, the dates on which documents are to be sent to the Designer for review and proposed dates that the product will be incorporated into the Project. C. Incorporate the dates for processing Shop Drawings into the Progress Schedule required by SECTION 0133 04 CONSTRUCTION PROGRESS SCHEDULE. 1. Submit Shop Drawings in accordance with the schedule so construction of the Project is not delayed. 2. Allow a reasonable time for the review of Shop Drawings when preparing the Progress Schedule. Include time for making revisions to the Shop Drawings and resubmitting Shop Drawings E14061 Pier R Replacement Exhibit J Page 1 of 10 the Shop Drawing for a least a second review. Assume a 14 day review cycle for each time a Shop Drawing is submitted for review unless a longer period of time is indicated in the Contract Documents. 3. Schedule document submittals to provide all information for interrelated Work at one time. 4. Allow adequate time for ordering, fabricating, delivering, and installing product so construction of the Project is not delayed. D. Complete the following before submitting a Shop Drawing or Sample: 1. Prepare Shop Drawing Review and coordinate the Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents; 2. Determine and verify specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect to Shop Drawings and Samples; 3. Determine and verify the suitability of materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and 4. Determine and verify information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto. E. Determine and verify: 1. Accurate field measurements, quantities, and dimensions are shown on the Shop Drawing; 2. Location of existing structures, utilities, and equipment related to the Shop Drawing have been shown and conflicts between the products existing structures, utilities, and equipment have been identified; 3. Conflicts that impact the installation of the products have been brought to the attention of the OPT through the Designer; 4. Shop Drawing are complete for their intended purpose; and S. Conflicts between the Shop Drawing related to the various Subcontractors and Suppliers have been resolved. F. Review Shop Drawings prior to submitting to the Designer. Certify that all Shop Drawings have been reviewed by the Contractor and are in strict conformance with the Contract Documents as modified by Addenda, Change Order, Field Order, or Contract Amendment when submitting Shop Drawings except for deviations specifically brought to the Designer's attention on an attached Shop Drawing Deviation Request form in accordance with Paragraph 1.10. G. Fabrication or installation of any products prior to the approval of Shop Drawings is done at the Contractor's risk. Defective products may be rejected at the Owner's option. H. Payment will not be made for products for which Shop Drawings or Samples are required until these are approved by the Designer. Shop Drawings E14061 Pier R Replacement Exhibit J Page 2 of 10 1.04 SHOP DRAWING REQUIREMENTS A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general, conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. B. Include a complete description of the product to be furnished, including: 1. Type, dimensions, size, arrangement, and operational characteristics of the product; 2. Weights, gauges, materials of construction, external connections, anchors, and supports required; 3. All applicable standards such as ASTM or Federal specification numbers; 4. Fabrication and installation drawings, setting diagrams, manufacturing instructions, templates, patterns, and coordination drawings; S. Mix designs for concrete, asphalt, or other materials proportioned for the Project; and 6. Complete and accurate field measurements for products which must fit existing conditions. Indicate on the document submittal that the measurements represent actual dimensions obtained at the Site. C. Submit Shop Drawings that require coordination with other Shop Drawings at the same time. Shop Drawings requiring coordination with other Shop Drawings will be rejected until a complete package is submitted. 1.05 SPECIAL CERTIFICATIONS AND REPORTS A. Provide all required certifications with the Shop Drawings as specified in the individual Specification Sections: 1. Certified Test Reports (CTR): A report prepared by an approved testing agency giving results of tests performed on products to indicate their compliance with the Specifications. This report is to demonstrate that the product when installed will meet the requirements and is part of the Shop Drawing. Field tests may be performed by the Owner to determine that in place materials or products meet the same quality as indicated in the CTR submitted as part of the Shop Drawing. 2. Certification of Local Field Service (CLS): A certified letter stating that field service is available from a factory or supplier approved service organization located within a 300 mile radius of the Site. List names, addresses, and telephone numbers of approved service organizations on or attach it to the certificate. 3. Certification of Adequacy of Design (CAD): A certified letter from the manufacturer of the equipment stating that they have designed the equipment to be structurally stable Shop Drawings E14061 Pier R Replacement Exhibit J Page 3 of 10 and to withstand all imposed loads without deformation, failure, or adverse effects to the performance and operational requirements of the unit. The letter shall state that mechanical and electrical equipment is adequately sized to be fully operational for the conditions specified or normally encountered by the product's intended use. 1.06 WARRANTIES AND GUARANTEES A. Provide all required warranties, guarantees, and related documents with the Shop Drawing. The effective date of warranties and guarantees will be the date of acceptance of the Work by the Owner. B. Identify all Extended Warranties, defined as any guarantee of performance for the product or system beyond the 1 year correction period described in the General Conditions. Issue the warranty certificate in the name of the Owner. Provide a Warranty Bond for Extended Warranties if required by Specification Sections. C. Provide a copy of all warranties in a separate document in accordance with SECTION 0170 00 EXECUTION AND CLOSEOUT REQUIREMENTS. 1.07 SHOP DRAWING SUBMITTAL PROCEDURES A. Submit Shop Drawings through the Designer. Send all documents in digital format for processing. 1. Provide all information requested in the Shop Drawing submittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. The Shop Drawing submittal form is to be the first document in the file submitted. 2. Submit all documents in Portable Document Format (PDF). a. Create PDF document using Bluebeam Revu software or other compatible software that will create files that can be opened and annotated using Bluebeam Revu software. b. Create PDF documents from native format files unless files are only available from scanned documents. c. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. d. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. e. Submit color PDF documents where color is required to interpret the Shop Drawing. Submit Samples and color charts per Paragraph 1.08.A. f. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. g. Shop Drawings E14061 Pier R Replacement Exhibit J Page 4 of 10 h. Use Bluebeam Revu software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. i. Add footers to each document with the Project name. 3. Submit each specific product or class of material separately so these can be tracked and processed independently. Do not submit Shop Drawings for more than one product in the same Shop Drawing. 4. Submit items specified in different Specification Sections separately unless they are part of an integrated system. 5. Define abbreviations and symbols used in Shop Drawings. a. Use terms and symbols in Shop Drawings consistent with the Contract Drawings. b. Provide a list of abbreviations and their meaning as used in the Shop Drawings. c. Provide a legend for symbols used on Shop Drawings. 6. Mark Shop Drawings to reference: a. Related Specification Sections, b. Drawing number and detail designation, c. Product designation or name, d. Schedule references, e. System into which the product is incorporated, and f. Location where the product is incorporated into the Project. B. Use the following conventions to markup Shop Drawings for review: 1. Make comments and corrections in the color blue. Add explanatory comments to the markup. 2. Highlight items in black that are not being furnished when the Supplier's standard drawings or information sheets are provided so that only the products to be provided are in their original color. 3. Make comments in the color yellow where selections or decisions by the Designer are required, but such selections do not constitute a deviation from the Contract Documents. Add explanatory comments to the markup to indicate the action to be taken by the Designer. 4. Make comments in the color orange that are deviation requests. Include the deviation request number on the Shop Drawing that corresponds to the deviation request on the Shop Drawing Deviation Request form. Include explanatory comments in the Shop Drawing Deviation Request form. 5. Mark dimensions with the prefix FD to indicate field verified dimensions on the Shop Drawings. C. Submit a Change Proposal per SECTION 01 31 14 CHANGE MANAGEMENT to request modifications to the Contract Documents, including those for approval of "or equal" Shop Drawings E14061 Pier R Replacement Exhibit J Page 5of10 products when specifically allowed by the Contract Documents or as a substitution for specified products or procedures. D. Designate a Shop Drawing as requiring priority treatment in the comment section of the Shop Drawing submittal form to place the review of the Shop Drawing ahead of other Shop Drawings previously delivered. Shop Drawings are typically reviewed in the order received, unless Contractor requests that a different priority be assigned. Priority Shop Drawings will be reviewed before other Shop Drawings for this Project already received but not yet reviewed. Use of this priority designation for Shop Drawings may delay the review of Shop Drawings previously submitted, pushing the processing of Shop Drawings beyond the 14 day target. Contractor is responsible for delays resulting from the use of the priority designation status on Shop Drawings. E. Complete the certification required by Paragraph 1.03. 1.08 SAMPLE AND MOCKUP SUBMITTAL PROCEDURES A. Submit color charts and Samples for every product requiring color, texture, or finish selection. 1. Submit color charts and Samples only after Shop Drawings for the products have been approved. 2. Deliver all color charts and Samples at one time. 3. Provide Samples of adequate size to clearly illustrate the functional characteristics of the product, with integrally related parts and attachment devices. 4. Indicate the full range of color, texture, and patterns. 5. Deliver color charts and Samples to the field office and store for the duration of the Project 6. Notify the Designer that color charts and Samples have been delivered for approval using the Notification by Contractor form. 7. Submit color charts and Samples not less than 30 days prior to when these products are to be ordered or released for fabrication to comply with the Project schedule. 8. Remove Samples that have been rejected. Submit new Samples following the same process as for the initial Sample until Samples are approved. 9. Dispose of Samples when related Work has been completed and approved and disposal is approved by the Designer. At Owner's option, Samples will become the property of the Owner. B. Construct mockups for comparison with the Work being performed. 1. Construct mockups from the actual products to be used in construction per detailed Specification Sections. 2. Construct mockups of the size and in the area indicated in the Contract Documents. 3. Construct mockups complete with texture and finish to represent the finished product. Shop Drawings E14061 Pier R Replacement Exhibit J Page 6 of 10 4. Notify the Designer that mockups have been constructed and are ready for approval using the Notification by Contractor form. Allow 2 weeks for OPT to approve of the mockup before beginning the Work represented by the mockup. 5. Remove mockups that have been rejected. Construct new mockups following the same process as for the initial mockup until mockup is approved. 6. Protect mockups until Work has been completed and accepted by the OPT. 7. Dispose of mockups when related Work has been completed and disposal is approved by the Designer. 1.09 REQUESTS FOR DEVIATION A. Submit requests for deviation from the Contract Documents for any product that does not fully comply with the Contract Documents. B. Submit requests for deviation using the Shop Drawing Deviation Request form provided. Identify each deviation request as a separate item. Include all requested deviations that must be approved as a group together and identify them as a single item. C. Include a description of why the deviation is required and the impact on Contract Price or Contract Times. Include the amount of any cost savings to the Owner for deviations that result in a reduction in cost. D. Submit as a Change Proposal prior to submitting the Shop Drawing if the deviation will result in a change in Contract Price or Contract Times. E. A Modification must be issued by the Designer for approval of a deviation. Approval of a requested Shop Drawing deviation by the Designer on the Shop Drawings Deviation Request form indicates approval of the requested deviation only on its technical merits as generally conforming to the Contract Documents. Deviations from the Contract Documents can only be approved by a Modification. 1.10 DESIGNER RESPONSIBILITIES A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Section for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the Shop Drawings E14061 Pier R Replacement Exhibit 1 Page 7 of 10 document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. c. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per SECTION 0133 03 RECORD DATA. c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other g. Shop Drawings E14061 Pier R Replacement Exhibit J Page 8 of 10 information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Submit any requested deviation that requires as change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 1.10.8 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. 1.11 RESUBMISSION REQUIREMENTS A. Make all corrections or changes in the documents required by the Designer and resubmit to the Designer until approved. 1. Revise initial drawings or data and resubmit as specified for the original document. 2. Highlight or cloud in green those revisions which have been made in response to the previous reviews by the Designer. This will include changes previously highlighted or clouded in yellow to direct attention to Designer to items requiring selections or decisions by the Designer or highlighted or clouded in orange for a requested deviation from the Contract Documents. 3. Highlight and cloud new items in yellow where selections or decisions by the Designer are required, but such selections do not constitute a deviation from the Contract Documents. Add explanatory comments to the markup to indicate the action to be taken by the Designer. Shop Drawings E14061 Pier R Replacement Exhibit J Page 9 of 10 4. Highlight and cloud new items in orange that are deviation requests. Include the deviation request number on the Shop Drawing that corresponds to the deviation request on the Shop Drawing Deviation Request form. Numbering for these new items is to start with the next number following the last Shop Drawing deviation requested. Include explanatory comments in the Shop Drawing Deviation Request form. B. Pay for excessive review of Shop Drawings. 1. Excessive review of Shop Drawings is defined as any review required after the original review has been made and the first resubmittal has been checked to see that corrections have been made. 2. Review of Shop Drawings or Samples will be an additional service requiring payment by the Contractor if the Contractor submits a substitution for a product for which a Shop Drawing or Sample has previously been approved, unless the need for such change is beyond the control of Contractor. 3. Cost for additional review time will be billed to the Owner by the Designer for the actual hours required for the review of Shop Drawings by Designer and in accordance with the rates listed in SECTION 00 73 00 SUPPLEMENTARY CONDITIONS. 4. A Set-off will be included in each Application for Payment to pay cost for the additional review to the Owner on a monthly basis. The Set-off will be based on invoices submitted to Owner for these services. S. Need for more than one resubmission or any other delay of obtaining Designer's review of Shop Drawings will not entitle the Contractor to an adjustment in Contract Price or an extension of Contract Times. 2.00 PRODUCTS (NOT USED) 3.00 EXECUTION (NOT USED) END OF SECTION Shop Drawings E14061 Pier R Replacement Exhibit J Page 10 of 10 01 33 03 RECORD DATA 1.00 GENERAL 1.01 WORK INCLUDED A. Submit Record Data as required by the Contract Documents and as reasonably requested by the OPT. Provide Record Data for all products unless a Shop Drawing is required for the same item. B. Submit Record Data to provide documents that allow the Owner to: 1. Record the products incorporated into the Project for the Owner; 2. Review detailed information about the products regarding their fabrication, installation, commissioning, and testing; and 3. Provide replacement or repair of the products at some future date. C. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the receipt or cursory review of Record Data. Contract modifications can only be approved by Change Order or Field Order. D. Provide various reports or other documents that Contract Documents required be submitted for record purposes. 1.02 QUALITY ASSURANCE A. Submit legible, accurate, and complete documents presented in a clear, easily understood manner. Record Data not meeting these criteria will be rejected. 1.03 CONTRACTOR'S RESPONSIBILITIES A. Submit Record Data for all dock fabrication components, special fittings, fasteners and equipment required for substantial completion of Pier R Replacement. Refer to Exhibit A-1. B. Include Record Data in the Schedule of Documents required by SECTION 0133 00 DOCUMENT MANAGEMENT to indicate the Record Data to be submitted, the dates on which documents are to be sent to the Designer for review, and proposed dates that the product will be incorporated into the Project. C. Complete the following before submitting Record Data: 1. Prepare Record Data and coordinate with Shop Drawings or Samples, other Record Data, and with the requirements of the Work and the Contract Documents; 2. Determine and verify specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information; 3. Determine and verify the suitability of materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and 4. Determine and verify information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto. Record Data E14061 Pier R Replacement Exhibit K Page 1 of 5 D. Determine and verify: 1. Accurate field measurements, quantities, and dimensions are shown on the Record Data; 2. Location of existing structures, utilities, and equipment related to the Record Data have been shown and conflicts between the products existing structures, utilities, and equipment have been identified; 3. Conflicts that impact the installation of the products have been brought to the attention of the OPT through the Designer; 4. Record Data are complete for their intended purpose; and 5. Conflicts between the Record Data related to the various Subcontractors and Suppliers have been resolved. E. Review Record Data prior to submitting to the Designer. Certify that all Record Data has been reviewed by the Contractor and is in strict conformance with the Contract Documents as modified by Addenda, Change Order, Field Order, or Contract Amendment when submitting Record Data. 1.04 RECORD DATA REQUIREMENTS A. Include a complete description of the material or equipment to be furnished, including: 1. Type, dimensions, size, arrangement, model number, and operational parameters of the components; 2. Weights, gauges, materials of construction, external connections, anchors, and supports required; 3. All applicable standards such as ASTM or Federal specification numbers; 4. Fabrication and installation drawings, setting diagrams, manufacturing instructions, templates, patterns, and coordination drawings; 5. Mix designs for concrete, asphalt, or other materials proportioned for the Project; and 6. Complete and accurate field measurements for products which must fit existing conditions. Indicate on the document submittal that the measurements represent actual dimensions obtained at the Site. 1.05 SPECIAL CERTIFICATIONS AND REPORTS A. Provide all required certifications with the Record Data as specified in the individual Specification Sections: 1. Certified Test Reports (CTR): A report prepared by an approved testing agency giving results of tests performed on products to indicate their compliance with the Specifications. This report is to demonstrate that the product when installed will meet the requirements and is part of the Record Data. Field tests may be performed by the Owner to determine that in place materials or products meet the same quality as indicated in the CTR submitted as part of the Record Data. Record Data E14061 Pier R Replacement Exhibit K Page 2 of 5 1.06 WARRANTIES AND GUARANTEES A. Provide all required warranties, guarantees, and related documents with the Record Data. The effective date of warranties and guarantees will be the date of acceptance of the Work by the Owner. B. Identify all Extended Warranties, defined as any guarantee of performance for the product or system beyond the 1 year correction period described in the General Conditions. Issue the warranty certificate in the name of the Owner. Provide a Warranty Bond for Extended Warranties if required by Specification Sections. C. Provide a copy of all warranties in a separate document in accordance with SECTION 0170 00 EXECUTION AND CLOSEOUT REQUIREMENTS. 1.07 RECORD DATA SUBMITTAL PROCEDURES A. Submit Record Data through the Designer. Send all documents in digital format for processing. 1. Provide all information requested in the Record Data submittal form. Do not leave any blanks incomplete. If information is not applicable, enter NA in the space provided. The Record Data submittal form is to be the first document in the file. 2. Submit all documents in Portable Document Format (PDF). a. Create PDF document using Bluebeam Revu software or other compatible software that will create files that can be opened and annotated using Bluebeam Revu software. b. Create PDF documents from native format files unless files are only available from scanned documents. c. Rotate pages so that the top of each document appears at the top of the monitor screen when opened in PDF viewing software. d. Submit PDF document with adequate resolution to allow documents to be printed in a format equivalent to the document original. Documents are to be scalable to allow printing on standard 8-1/2 x 11 or 11 x 17 paper. e. Submit color PDF documents where color is required to interpret the Record Data. f. Create or convert documents to allow text to be selected for comments or searched using text search features. Run scanned documents through Optical Character Recognition (OCR) software if necessary. g. Flatten markups in documents to prevent markups made by Contractor from being moved or deleted. Flatten documents to allow markup recovery. h. Use Bluebeam Revu software to reduce file size using default settings except the option for "Drop Metadata." Uncheck the "Drop Metadata" box when reducing file size. i. Add footers to each document with the Project name. Record Data E14061 Pier R Replacement Exhibit K Page 3 of 5 3. Submit each specific product, class of material, or product separately so these can be tracked and processed independently. Do not submit Record Data for more than one system in the same Record Data. 4. Submit items specified in different Specification Sections separately unless they are part of an integrated system. S. Define abbreviations and symbols used in Record Data. a. Use terms and symbols in Record Data consistent with the Contract Drawings. b. Provide a list of abbreviations and their meaning as used in the Record Data. c. Provide a legend for symbols used on Record Data. 6. Mark Record Data to reference: a. Related Specification Sections, b. Drawing number and detail designation, c. Product designation or name, d. Schedule references, e. System into which the product is incorporated, and f. Location where the product is incorporated into the Project. B. Submit a Change Proposal per SECTION 0131 14 CHANGE MANAGEMENT to request modifications to the Contract Documents, including those for approval of "or equal" products when specifically allowed by the Contract Documents or as a substitution for specified products or procedures. Deviations from the Contract Documents can only be approved by a Modification. C. Complete the certification required by Paragraph 1.03. 1.08 DESIGNER'S RESPONSIBILITIES A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 1.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 1.02. Document will be given the status of "Filed as Received" and not further action is required on that Record Data. Record Data E14061 Pier R Replacement Exhibit K Page 4 of 5 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per SECTION 0133 02 SHOP DRAWINGS. b. The cursory review indicates that the document does not meet the requirements of Paragraph 1.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." 2.00 PRODUCTS (NOT USED) 3.00 EXECUTION (NOT USED) END OF SECTION Record Data E14061 Pier R Replacement Exhibit K Page 5 of 5 at Corpus Chr sti Capital Programs Design — Build Services Pier R Replacement Corpus Christi Marina Council Presentation December 9, 2014 Project Scope Corpus Chr sti Capital Programs EXHIsn-A-1CONCER REFERENCE DRAVARG DOCK R J • 4 A) *_?r,•I • k-1=`` th• . DOCK S • k A A v. • ---1 • - DoCK T # • • „ r IZr- DOCK L :L: A k 9 1 1 1 CFP'S ALLE' mem.1.-IIMIC SOL ' "••••.„ • •F OVERALL DOCK PLAN - 121 cs' 11=1147. saur• rsri OM MAW.% .C441.7 PM 1-.W 41111, t. 2 Project Schedule Corpus Chr sti Capital Programs J A s 0 N D Bid & Award J F M A M J J Design / Construction Project Estimate: 195 Calendar Days 6 Months Projected Schedule reflects City Council award in December 2014 with anticipated construction completion in July 2015. Project Budget s Chr sti Capital Programs PROJECT FUNDS AVAILABLE: Marina Revenue Bond$ 2/600.000.00 US Fish and Wildlife Transient Grant 502.400.00 US Fish and Wildlife Pump Out Grant162.770.00 Marina Operating Budget41.211.32 TOTAL $ 3,306,381.32 FUNDS REQUIRED: Construction: Design Build Team (Jacob White Construction Company)............... Construction Materials Testi ng(Esti mated) ... ......... ......... ........ 3'208.065.32 32,774.00 16,197.00 Design: Geotechnical Testing (Rock Engimsmhng)------------ 19.300.00 Equipment Rental (for obtaining testing aannplea)— — — — — — — — — 8.000.00 Reimbursements: 22.045.00 TOTAL $ 3,306,381.32 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 9, 2014 Action Item for the City Council Meeting of December 16, 2014 DATE: November 20, 2014 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com FROM: Valerie H. Gray, P.E., Interim Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 Michael Morris, Director of Park & Recreation MichaelMo@cctexas.com (361) 826-3464 Granting Revocable Easements to Eagle Ford Pipeline, LLC CAPTION: Ordinance granting two Revocable Easements to Eagle Ford Pipeline, LLC to construct, operate, maintain, repair and remove two (2) 20 -inch pipelines across the north edge of a City park known as Hudson Park located south of Leopard Street and west of Main Drive; for the amount of $38,412 as compensation to the City; authorizing the City Manager or designee to execute the two Revocable Easement instruments and other related documents for the conveyance of the revocable easements. PURPOSE: This ordinance conveys two Revocable Easements to Eagle Ford Pipeline, LLC which enables them to construct two pipelines across the northern edge of the City's park. BACKGROUND AND FINDINGS: The City has received a request from Eagle Ford Pipeline, LLC to acquire Revocable Easements for two pipelines which would cross the City's park as shown on the attached City Council Exhibit. Both pipelines would be constructed by a horizontal boring process with a finished pipeline depth of approximately 57 feet deep. The pipeline boring entry will begin 115 feet west of the park and will surface approximately 1,000 east of the park. There will be no valves or other fixtures within the park property. The City's Capital Program and Park & Recreation staff have met to discuss the easement request and have no concerns or objections to their placement across the park property. A negotiated amount of $38,412 as compensation to the City has been agreed to by the parties. The Revocable Easements allow Eagle Ford Pipeline the right to construct and maintain both pipelines within these overlapping revocable easements. The City will monitor the boring operation and any other construction adjacent to the park. The Revocable Easement instruments contain terms and conditions which pertained to construction standards and compliance with laws, including the City's Pipeline License Ordinance passed in 1993 under Ordinance No. 021776. A Pipeline License Agreement is in the process of being issued to Eagle Ford Pipeline by the Development Services since the pipeline also crossed various City street right-of-ways. The easement is revocable by the City if Eagle Ford violates and fails to correct any of the laws, rules, or regulations of the Department of Transportation, Railroad Commission, and certain City ordinances. Eagle Ford will also full indemnify the City against any and all liability, damage, loss claims and actions of any nature as stated in Section 12 of the attached Revocable Easement; Amendment No. 1 instrument. Authorization to convey or amend easements across City land is required by City Council. There is no title company participation required in the conveyance of this amended easement. ALTERNATIVES: Do not amend the easement granted to Eagle Ford Pipeline, LLC which could lead to eminent domain proceedings by them. OTHER CONSIDERATIONS: Eagle Ford Pipeline, LLC requires this Revocable Easement in order to be able to construct their pipelines. CONFORMITY TO CITY POLICY: The City is authorized under its home -rule authority, as well as under the grant of powers under Section 1, Article X of the Charter, to convey this easement. This ordinance also conforms to Section 1, Article IX of the Charter. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Engineering and Park & Recreation Departments 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: This is a revenue item. No expenditures are requested. RECOMMENDATION: Approval of the Ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Certification of Funds Council Exhibit Revocable Easement, #19069 Revocable Easement, #51994 Ordinance Ordinance granting two Revocable Easements to Eagle Ford Pipeline, LLC to construct, operate, maintain, repair and remove two (2) 20 -inch pipelines across the north edge of a City park known as Hudson Park located south of Leopard Street and west of Main Drive; for the amount of $38,412 as compensation to the City; authorizing the City Manager or designee to execute the two Revocable Easement instruments and other related documents for the conveyance of the revocable easements. Section 1. That two Revocable Easements be granted to Eagle Ford Pipeline, LLC, each for the purpose of constructing, operating, maintaining, repairing and removing one (1) 20 -inch pipelines across a tract of City owned land known as Hudson Park located south of Leopard Street and west of Main Drive for the amount of $38,412 paid to the City. Section 2. That the City Manager or designee is authorized to execute the Revocable Easements and other related documents for the conveyance of the revocable easements. 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 , 2014. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor I'/A Easement Location LOCATION MAP NOT TO SCALE N EAGLE FORD PIPELINE, LLC 20' Revocable Easements Hudson Park CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 1OF1 REVOCABLE EASEMENT (Eagle Ford Pipeline, LLC, 20 in., #19069, 2014) THE STATE OF TEXAS § COUNTY OF NUECES § KNOW ALL MEN BY THESE PRESENTS: That, the City of Corpus Christi, a Texas home -rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas, 78469-9277, ("Grantor") acting by its duly authorized City Manager, or designee, ("City Manager") in consideration of the sum of Ten Dollars ($10.00) to it in hand paid by Eagle Ford Pipeline, LLC, whose address is 333 Clay Street, Suite 1600, Houston, Harris County, Texas,77210 ("Grantee"), the receipt of which is acknowledged, and the further consideration of "Grantee" complying with the City's Hazardous Substances, Liquids, and Gas Pipelines and Distribution System Ordinance, Article VII Chapter 35 Code of Ordinances, and City's pipeline ordinance, Article VII Chapter 49 Code of Ordinances, as amended, has GRANTED, SOLD, AND CONVEYED, and by these presents does GRANT, SELL, AND CONVEY, upon the conditions hereinafter stated unto the said Eagle Ford Pipeline, LLC, the right to relocate, install, operate, repair, replace, and maintain one (1) pipeline, not to exceed twenty (20) inches in diameter, together with appurtenant facilities including, but not limited to, valves, meters, regulators, cathodic protection, pigging facilities, test leads, and aerial markers for the transportation of natural gas, gaseous products, crude oil, and other hydrocarbons or minerals, whether in gaseous or liquid form, across, under and upon the land owned by Grantor described and shown on the attached Exhibit A. TO HAVE AND TO HOLD the same unto the Grantee its successors and assigns, together with the right to enter upon Grantor's tract of land as shown on the attached and incorporated Exhibit "A", for the purpose of relocating, installing, operating, repairing, replacing, and maintaining said Improvements under the following conditions. 1. Definitions: a) City means the City of Corpus Christi, a Texas home -rule municipal corporation. b) Grantor means City, and may be used interchangeably with City. c) City Manager means the City's City Manager or his designee. d) Director means City's Director of Engineering Services or his designee. e) Risk Manager means City's Director of Risk Management or his designee. f) City Attorney means City's City Attorney or his designee. g) Grantee means Eagle Ford Pipeline, LLC. Revocable Easement 1 of 16 g) Grantee means Eagle Ford Pipeline, LLC. h) Improvements means one (1) pipeline not to exceed twenty (20) inches in diameter, together with appurtenant facilities including, but not limited to, valves, meters, regulators, cathodic protection, pigging facilities, test leads, and aerial markers all within City property. 1) Contractor means Grantee's agent to construct, maintain, replace, repair, or remove the Improvements. j) Exhibit A means the Exhibit, whether 1 or more pages, showing the locations where the Improvements enter or cross City property. k) City Utilities means the City's Water, Wastewater, Storm Water and Gas divisions. I) Franchisees' Preexisting Improvements means those improvements owned or operated by a franchise or licensee of the City that were in place prior to the Improvements installed under this Revocable Easement. m) Utilities Representative means the applicable City Utilities representative that needs to be notified (1) prior to routine construction or repair work or (2) prior to or concurrently with emergency repair work. During routine relocation, installation, operation, repair, replacement, and maintenance work the Utilities Representative will be the appropriate Water, Wastewater, Storm Water or Gas division foreman on duty. The City has Water, Wastewater, and Gas crews on duty or on-call 24 hours a day, 365 days a year. The Water Representative, the Wastewater Representative, the Gas Representative, and the Drainage Representative is the respective name for each division's authorized representative as set out above, and collectively called the Utilities Representative. n) Franchisee's Representative means the representative of a City franchisee or licensee that has preexisting Improvements within 2 -feet of the proposed Improvements that need to be notified (1) prior to routine construction or repair work or (2) prior to or concurrently with emergency repair work. During routine installation, maintenance, or repair work each franchisee's or licensee's representative (e.g. the SWBT Representative, the AEP Representative) will be contacted. The franchisee and licensee representatives are collectively called Franchisee's Representative. o) City Inspector means that person acting on behalf of a City Utility or the City Street Department inspecting the relocation, installation, Revocable Easement 2 of 16 operation, repair, replacement, and maintenance of the Improvements. p) Revocable Easement Area means that portion of City property upon which the Improvements will be installed, operated, repaired, replaced, and maintained. 2. Construction Standards. All work proposed by Grantee to install, repair, or replace the Improvements will equal or exceed Department of Transportation Pipeline Safety Standards as applicable (Title 49, Code of Federal Regulations, Part 192 - Transportation of Natural and other Gas by Pipeline, or Part 195 -Transportation of Liquids by Pipeline - latest revision) for the transportation of gas or liquids by the Improvements. 3. Compliance with Laws. In installing, operating, maintaining, repairing, or replacing the Improvements Grantee must comply with all applicable Federal, State, County, and City laws and ordinances, and all amendments thereto, and secure all necessary permits from the appropriate agencies, including but not limited to, City Ordinance No. 021776, approved on October 20, 1993, which provides for emergency response coordination for pipelines transporting hazardous substances, liquids, and gases, including information reporting requirements for existing and new pipelines. 4. Depth Limits and Water Transmission Pipeline Clearances . Grantee must install, replace, repair, and maintain the Improvements so that no portion of the pipeline will be any shallower than 36 -inches from existing ground or roadway pavement. Grantee will also maintain a minimum of twelve (12') feet clearance between Grantee's pipelines and any City water transmission pipelines. Grantee must notify the Texas One -Call at 1-800-245-4545, 1-800-DIG-TESS, and Southwestern Bell 1-800- 828-5127 for utility locations in the Revocable Easement Area at least 48 hours prior to the start of construction. 5. Crossing or Ditch Requirements. Prior to any repair or replacement of the Improvements, Grantee must provide protection at all road crossings or ditches, by either casing, extra pipe wall thickness, concrete jacketed pipe, or other means approved by the Railroad Commission or Federal D.O.T. as applicable, and Grantee must identify the method on the construction plans. 6. Operating Pressure. Grantee's maximum operating pressure for the Improvements must not exceed design limitations as set forth in the Railroad Commission or Federal D.O.T. regulations for the size and type of line to be installed and operated. 7. 60 Dav Revocation. Grantee understands and agrees that the right and easement herein granted may be revoked at any time by the City of Corpus Christi acting through its City Manager, and Grantee may be required to remove the Improvements at Grantee's sole expense upon 60 days' notice in writing. If Grantee is in violation of Department of Transportation or Railroad Commission laws, rules, or regulations, or City ordinances, Grantee will be given written notice of the violation and Revocable Easement 3 of 16 30 days from receipt of such notice to commence to cure the stated violations, within the overall 60 day period. If after the 30 day cure period has expired and Grantee has not cured the violations, this Revocable Easement may be revoked and Grantee may be required to remove the Improvements upon 30 days' notice in writing: provided however that if Grantee has commenced to cure the stated violation but has not completed same with the 30 day cure period, Grantee may proceed to cure such violation and this Revocable Easement shall not be revoked. 8. Improvements Markers. Grantee will place markers at the points where such Improvements enter or leave a public street or drainage right-of-way or other City property. Such markers must be of permanent construction bearing Grantee's name and emergency telephone number and placed on the edge of the public right-of-way. 9. Assignability. This Revocable Easement, and all its terms and conditions, bind and inure to the benefit of Grantor and Grantee and their respective lessees, licensees, successors, and assigns. Grantee may assign this Revocable Easement to any person, firm, corporation, partnership, or other entity, with the prior written consent of Grantor's City Manager, which consent will not be unreasonably withheld. Any assignment must provide that the assignee unconditionally assumes all the duties and obligations of assignor upon the same terms and conditions as set out in this Revocable Easement, which assumption of duties and obligations is partial consideration for Grantor's consent to the assignment. 10. Construction Drawings & As-Builts. Grantee must provide Director with a set of construction plans for all work proposed for the Improvements located within the Revocable Easement Area, one month prior to the start of construction, for Director's review and approval. The plans will tie the centerline of the proposed Improvements to the centerline of the Revocable Easement Area. Any centerline improvements will also be tied to the existing utility centerlines. The Grantee must provide the Director with a complete depth profile, distance, and location of its Improvements from existing City utilities, other franchised utilities, and other pipelines, that fall within the Revocable Easement Area. The Grantee is advised that centerline of proposed Improvements must have a minimum centerline to centerline horizontal distance as shown in the table below: Water - 60" TimeWarner - 12" KMC - 12" Wastewater - 18" SWB - 12" ICG - 12" Gas - 18" AEP (CPL) - 12" Grande(ClearSource) - 12" Storm Water - 18" ESPIRE- 12" Caprock - 12" The Grantee must provide the Director with a 24"x36" size reproducible set of as -built drawings of the Improvements within 60 days after completion of construction; failure to do so may result in Grantee's Revocable Easement being forfeited by the City. 11. Insurance. The Grantee must not commence work under this Agreement until it and its Contractor have obtained through self-insurance or insurance policies required herein and proof of such insurance as evidenced by the Certificate of Revocable Easement 4 of 16 Insurance has been submitted to and approved by the Risk Manager. The required type and amount of required insurance coverage is specified in the attached and incorporated Exhibit "B". The Grantee and its Contractor, if any, must have and maintain Commercial General Liability Insurance during the entire construction phase of the project. When construction is finished and the Improvements completed the Grantee must have and maintain Commercial General Liability Insurance through self- insurance or insurance policies for the entire duration of this Revocable Easement and for so long as Grantee's Improvements are located in or upon property of the Grantor. This provision shall survive termination or expiration of this Revocable Easement. The contractual liability portion of this insurance must be broad enough to cover the indemnity agreement in this Agreement. Such policies of insurance must include the City as an additional insured with respect to any liability arising out of the Grantee's and its Contractor's use or maintenance of the Improvements in the Revocable Easement Area. The insurance policies specified must include an endorsement stating that the insurance company(ies) must give the Director 30 days written notice by certified mail, before any policy covered thereby is canceled, not renewed, or materially changed. Copies of all insurance policies from Grantee and Contractor must be provided to City Attorney within 30 days after City Manager's reasonable written request therefor. Grantee and Contractor, if applicable, must provide copies of all insurance policies to the City Attorney within 30 days of the City Manager's reasonable request therefor if an incident -relating to the Improvements or Grantee's operations hereunder -occurs that reasonably appears to be covered by such insurance. If such copies are requested and provided, Grantee may mark the information in Grantee's policies that Grantee believes is confidential or proprietary. If City is requested to provide all or part of Grantee's insurance policies to third parties, City will timely forward the records to the Attorney General for a determination whether the records are "Open Records" under the Texas Open Records Act. City will contemporaneously notify Grantee of the open records request so that Grantee may participate in any available procedures and take steps it believes necessary to protect the nature of the confidential or proprietary information. 12. Indemnity. Grantee must fully indemnify the City of Corpus Christi, its officers, employees and agents ("Indemnitees") against any and all liability, damage, loss claims, demands, and actions of any nature whatsoever on account of personal injuries (including without limitation, workers; compensation and death claims), or property loss or damage of any kind, or any other kind of damage which arise or are claimed to arise out of or in connection with the Grantee's or Grantee officers', agents', and employees' ("Grantee's Agents' ") negligent acts or omissions or acts of intentional or willful misconduct in their respective installing or marking of the Improvements or other construction, operation, maintenance, repair, control, or use of the Improvements or the Revocable Easement Area, including but not limited to, those damages arising out of Indemnitees' intentional or negligent acts in cutting or causing to be cut the Improvements during installation, repair, replacement, maintenance, or Revocable Easement 5 af 16 operation of City utilities located in or adjacent to the Revocable Easement Area; and including but not limited to those damages arising out of the Grantee's or Grantee's Agents' intentional or negligent acts in cutting or causing to be cut City utility lines during Grantee's or Grantee's Agents' use of the Revocable Easement Area. This provision shall continue so long as Grantee's Improvements are located on City property. 13. Repairs to City's Improvements or Franchisees' Preexisting Improvements. Grantee will repair, or cause to be repaired, any damage its construction, operation, repair, relocation, replacement or maintenance of the Improvements causes to a City street, sanitary sewer, storm sewer, gas, drainage facility, or to a Franchisees' Preexisting Improvements if the City Improvements or Franchisees' Preexisting Improvements were in place prior to Grantee's initial installation of the Improvements. 14. Abandonment of pipeline. Grantee may leave abandoned pipe in place unless the Director requires the Grantee to remove the abandoned pipe to facilitate city operations or protect the public safety. Upon notice from the Director, Grantee shall promptly remove the specified abandoned Improvement. If a Grantee abandons Improvements, the Grantee remains responsible for the safe condition of the Improvements after the pipe is abandoned, The City will not assume ownership or control over the abandoned Improvements, and the City assumes no responsibility for their maintenance and safety, unless the City in writing accepts a particular facility. Subsection 49-97(e) of the City Code of Ordinances continues to apply to any pipe, facilities and appurtenances not removed by Grantee after abandonment. If Grantee removes any pipe, facilities or appurtenances, the Grantee shall restore the City property, at the sole cost of the Grantee, under subsection 49-97(c) of the City Code of Ordinances. 15. General Conditions. a) Recordation. City will file the Revocable Easement at the Nueces County Courthouse and Grantee will reimburse City for the recording fees. b) Notification and Verification. Contractor must verify depth and locations of City Utilities, and all Franchisees' Preexisting Improvements in or near the Revocable Easement Area 48 hours prior to commencing any routine construction or repair work, other than bona fide emergency repairs which must be reported to the appropriate Utilities Representative(s), the Street Superintendent, and the appropriate Franchisee's Representative(s) immediately upon Grantee's knowledge of Revocable Easement 6of16 the need for repairs. Contractor must notify the Utility Water Representative Wastewater Representative Gas Representative Street Superintendent Storm Water Superintendent Traffic Signal & Fiber Optic Texas One Call 1-800-DIG-TESS Representatives at: - 361 - 857-1888 (880-3140, after hours) - 361 - 857-1818 (880-3140, after hours) - 361 - 885-6900 (885-4396, after hours) - 361 - 857-1940 (886-2600, after hours) - 361 - 857-1881 (880-3140, after hours) - 361 - 857-1940 (886-7452, after hours) - 361 -1-800-245-4545 - 361 - 1-800-344-8377 and the Franchisee's Representative(s) at: SWBT - 361 - 881-2511 (1-800-824-4424, after hours) AEP (CP&L) - 361 - 299-4833 (693-9444, after hours) Time Warner - 361 - 857-5000 (857-5060, after hours) Grande (ClearSource) Espire (Fiber Optic) KMC (Fiber Optic) ICG (Fiber Optic) Caprock (Fiber Optic) - 361 - 814-1500 (334-3000, after hours) - 880-5934 (pager, 850-2652, after hours) - 504 - 733-3900 (pager, 1-800-676-9407) - 361 - 561-3204 (361-774-3889, after hours) - 972 - 702-7924 to verify depths, locations, and time of beginning construction or repair The Utility Representatives, the Street Superintendent, and the Franchisee's Representatives may have a representative present during Grantee's construction, repair, or emergency repair operations. c) Permit. 48 hours prior to commencing any routine construction or repair work, and by 9 a.m. the next work day for emergency repairs, the Grantee will apply to the Director or his designee for a permit before disturbing part of the Revocable Easement Area. Grantee must perform the work in accordance with the permit and all applicable federal, state, and local laws and regulations. Contractor must not leave trenches or pits in the Revocable Easement Area open overnight unless Contractor provides adequate safety and security devices to prevent possible injuries or accidents. All trenches or pits must be backfilled as soon as possible, the backfill properly compacted, the surface restored, and the work all done in a neat and workmanlike manner. No bore pits may be left open longer than 14 calendar days regardless of location. Barrel type barricades will be placed adjacent to all pits. Revocable Easement 7of16 At a minimum the following items will be included in the permit: i) Bore. Grantee's pipelines crossing the Revocable Easement Area will be dry or slick bored. Wet or slick bore may be approved by the Director if the Grantee will provide the Director or "Designee" sufficient and satisfactory soil analysis information to support the wet bore. ii) Open -Cut. Grantee or its Contractor must saw cut any existing concrete and asphalt down to sub -base, and replace with new concrete or asphalt. The pavement repair must consist of 5 -inches of compacted Hot Mix Asphalt Concrete (HMAC) Type D to be placed in two lifts, i.e., 3 -inches and 2 -inches or two lifts of 2.5 -inches. The HMAC pavement must extend over the existing base for a width of 12 - inches on either side of trench cut. Subgrade will be trenched with some prime coat MC -70 at 0.15 gal./sy. Final backfill shall consist of cement stabilized sand containing a minimum of 2 sacks of Standard Type I Portland cement per cubic yard of sand in street right-of-way where asphalt concrete pavement has been cut and surface. Pavement will be restored as described five feet on each side of cut centerline, such that no settlement will occur in roadway area. Grantee will encase the Improvements in sand, with a minimum of 8 -inches around the Improvements. d) Uncovering City Utilities. A City Inspector has the authority to request Contractor to uncover a Utility Line in the Revocable Easement Area to verify its depth or location. If the proposed Improvements cross an existing transmission main (16" diameter and above), the Contractor will uncover the main at the point of intersection with the Improvements, with a Utilities (Water) Representative on-site during excavation. This excavation will occur 24 hours prior to start of construction of that portion of the Improvements that intersect the transmission main. If the proposed Improvements cross a City Utility, Grantee must maintain a 3 -foot vertical separation; however Grantee must maintain a twelve (12) foot vertical and 5 -foot horizontal separation around all water transmission mains. Grantee must properly compact backfill around all existing City Utilities in accordance with all City constructions standards, including City Water Distribution System Standards, paragraph 15(c), and the City Inspector's request. Contractor must take every precaution to not disturb the soil surrounding the existing City Utilities, including any and all thrust blocks. Revocable Easement TexStar Midstream Utility, LP 6 of 16 If Contractor's work on the Improvements damages a Waterline, as determined by the Water Representative, a Water crew must be immediately allowed access to the Revocable Easement Area to make all repairs. All City's costs (labor and equipment) associated with the Waterline repairs will be paid by the Grantee within 30 days after City sends Grantee an invoice. The Water Representative will determine the extent of damage to the Waterline and the type of repair necessary. If Contractor's work on the Improvements damages a City Utility line and soil or sand enters service lines and causes damage to residential or non- residential plumbing, Grantee must resolve the damage issue with the individual owners, including all costs associated with resolution. e) City Inspectors. While work is being done within the Revocable Easement Area, including without limitation work around any existing Water main, Contractor must pay for each City Inspector's time at the Revocable Easement Area at a daily rate of $301.31 for each day spent inspecting construction, maintenance, repair, replacement, or relocation of said Improvements. A half-day - 4 or more hours of work - constitutes a whole working day for purposes of calculation. Any time in excess of 8 hours a day, or on Saturday, Sunday, and Holidays, is calculated at a daily rate of $56.49 per hour. Grantee must pay these funds to the appropriate City Department within the City as allocated by the Director. The daily rate and overtime charges may be changed by the Director each August 1 based upon the average wages of the City Inspectors. The new charges will be on file with the Director. fl Drainage, grading, and erosion. Contractor must maintain proper drainage at all times, including without limitation at the end of each work day, in all drainage ditches impacted by the construction, maintenance, repair, replacement, or operation of the Improvements. After completion of, or in the event of repair or replacement of, the Improvements Contractor must reshape and grade, and sod if applicable, drainage ditches to a correct and permanent condition as determined by the Director. If the drainage ditch is concrete there will be no grading, etc., but the ditch must be repaired to its previously existing condition as determined by the Director. If there is any erosion of roadway or private property due to loss of existing vegetation along the banks of the drainage ditches, or from any other condition due to disturbing the soil along the Revocable Easement Area caused by Grantee relocating, installing, operating, repairing, and Revocable Easement 9of16 replacing the Improvements, Grantee must resolve the damages issue with the individual owners, including all costs associated with resolution. g) Damages to structures. If there is any damage to driveways, culverts, head walls, and any other structure, public or private, caused by Grantee relocating, installing, operating, repairing, and replacing the Improvements, Grantee must resolve the damages issue with the individual owners, including all costs associated with resolution. h) Equipment and materials. Grantee may not store or leave overnight any equipment or material in City property. Grantee's equipment or stock pile of material on private property, or on City right-of-way during the day, must not obstruct the vision of vehicles or pedestrians for 500 feet either direction from a street intersection or driveways onto a street. i) Aesthetics. To preserve and protect trees, shrubbery, and other aesthetic features on the street right-of-way and on City property, the Director may specify the extent and methods of tree removal, tree trimming, or replacement, and replacement of other aesthetic features, including specifying the methods of installing the Improvements. The Director will use due consideration in establishing the value of trees and other aesthetic features in the proximity of the proposed Improvements and any special requirements justified by the value of the trees and other aesthetic features. j) Testing. City Inspector determines when laboratory testing will be required, the number, location, and frequency of testing. All testing is at the Contractor's expense. k) Safety. The City Inspector may request any other conditions that may be required to complete this project in a safe and workmanlike manner. 1) Guarantee. Grantee's workmanship and materials must comply with all applicable City Standards and all work must be guaranteed by the Grantee for a one-year period from the date Grantee provides the reproducible, as -built drawing required by Section 10, to the Director. m) Notification of Leaks. Grantee must notify Director of any spills and leaks within the Revocable Easement Area within two business days after Grantee is aware of the spill or leak. Grantee must pay for all remediation costs related to its Improvements spills or leaks within the Revocable Easement Area. Grantee must provide Director a remediation plan that complies with all applicable federal, state, and local rules and regulations Revocable Easement 10 of 16 at the time of discovery of the leak or spill. The City Manager may investigate the condition and extent of the leaks and spills. 16. City use of Revocable Easement Area. All rights granted Grantee, are subordinate to all uses as the City may make of such Revocable Easement Area, and street right-of-ways for public purposes, and any drainage right-of-way for State, County, for City purposes. 17. Sale of Natural Gas - Restrictions. Grantee is expressly prohibited from the sale or distribution of natural gas to consumers, whether industrial, commercial or residential, except AEP (Central Power & Light Company), which consumers are located within the city limits of the City of Corpus Christi as may be amended from time to time. It is expressly provided that, as used in this paragraph, the sale of "natural gas" does not include the intercompany sale or transfer by or between two or more business entities of fuel gas or fuel in any form used and consumed in the fractionation, heating, distilling, producing or manufacturing process, of the petro -chemical industry. It is mutually understood and agreed that this Agreement, as written, covers all covenants, agreements, and stipulations between the parties and that no representations or statements, written or oral, have been made modifying, adding to, or changing the terms hereof, and that any party securing this conveyance on behalf of Grantee is without authority to make representation, stipulation, covenant or agreement not herein expressed. Executed this the day of , 2014 GRANTOR ATTEST: THE CITY QF CORPUS CHRISTI By: City Secretary Ron L. Olson, City Manager APPROVED S TO LEGAL FORM: day of , 2014 Revocable Basement 11 of 16 By: , Assistant City Attorney THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2014, by Ron L. Olson, City Manager, of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public, State of Texas Revocable Easement 12 of 16 GRANTEE The above and foregoing REVOCABLE EASEMENT is accepted this the day of , 2014, by , in their capacity as of Eagle Ford Pipeline, LLC, the Grantee herein, and Grantee agrees to keep and perform the conditions imposed by the Revocable Easement as amended. Eagle Ford Pipeline, LLC By: Name: Title: THE STATE OF TEXAS COUNTY OF § § This instrument was acknowledged before me this day of 2014, by as of Eagle Ford Pipeline, LLC, who declared that they executed the same for the purposes therein stated and with proper authority to do so. Notary Public, State of Texas Revocable Easement 13 of 16 EXHIBIT B INSURANCE REQUIREMENTS I. GRANTEE'S LIABILITY INSURANCE A. Grantee must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. Grantee must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Grantee must furnish to the City's Risk Manager and Director of Development Services, two (2) copies of Certificates of Insurance with applicable policy endorsements, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured for the General Liability and Auto Liability policies and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 day written notice of cancellation is required on all certificates or by policy endorsement Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY (including): 1. Commercial Broad Form 2. Premises — Operations 3. Underground Hazard (if applicable) 4. Products/ Completed Operations Hazard 5. Contractual Liability 6. Independent Contractor 7. Personal Injury/ Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate UMBRELLA/EXCESS LIABILITY $10,000,000 Per Occurrence $10,000,000 Aggregate AUTOMOBILE LIABILITY 1. Owned Vehicles 2. Hired and Non -owned Vehicles $1,000,000 COMBINED SINGLE LIMIT POLLUTION LEGAL LIABILITY including; Third Party Remediation $5,000,000 Per Claim $5,000,000 Aggregate WORKERS' COMPENSATION Which Complies With The Texas Workers' Revocable Easement 14 of 16 All States Endorsement is Required if Not Domiciled in Texas EMPLOYERS' LIABILITY Compensation Act And Paragraph Ii Of This Exhibit $500,0001$500,0005500,000 C. In the event of accidents of any kind, Grantee must furnish the Risk Manager with copies of all reports related to this permit of such accidents within 10 days of any accident. II. ADDITIONAL REQUIREMENTS A. Grantee 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 required if Grantee is not domiciled in Texas. B. Grantee shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Grantee's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City. Grantee shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Grantee 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 F.O. Box 9277 Corpus Christi, TX 78469-9277 (361) 826-3980 D. Grantee agrees that with respect to the above required insurance, aII insurance policies are to contain or be endorsed to contain the following required provisions: • Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement or comparable policy language, as respects operations, completed operations and activities of, or on behalf of, the named Revocable Easement 15 of 16 insured performed under contract with the City, with the exception of the workers' compensation and professional liability polices; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, Grantee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Grantee's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this agreement. F. In addition to any other remedies the City may have upon Grantee'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 Grantee to stop work hereunder until Grantee demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Grantee may be held responsible for payments of damages to persons or property resulting from Grantee's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Grantee's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this 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. Eagle Ford Pipeline, LLC Revocable Easement ins. req. 6/27/2013 ds Risk Mgmt. Revocable Easement 16 of 16 P.O.B. TX: 2.446,315.4' Y: 13,117,028.8' P.ER. W. - EXHIBIT "A" NUECES COUNTY, TEXAS 19W$1Q000 NORMA LEE 8IOCNSETHAPO PATSYAN4 614003S CALLED 81.86 ADAM VOL 1306 PO 613 O.P.RN.C,T — S 870720 W 237.4' _ P.0 C. X 2,446,552.8' Y: 13,117,032.4' 112' I.P. - PIPELINE AS -BUILT PLAINS PROJECT# 51994 (2012) b b � N SUBJECT REFERENCE INE PLAINS PROJECT# 19069 (2014) 1997-0294.000 THE CRY OF CORPUS CHRISM CALLED 123 ACRES (OUT OF LOT 24 HS SHEPPARD FARM 1015) VOL. 1427 P0.117 D.RN C.T JOHN DUNN A-985 PIPELINE AND EASEMENT LINEAR FEET 237.5 RODS 14.4 ACREAGE aGq'4•ESMT 010 NOM. THIS PAT WAS PREPARED WHOM' THE KNEW OFq.FRENTTR1E IEFORT ALL DEFIB NEM PRGVOED SY THE CJENR AND MAY NOT ACRE= CLRREIROWNEWAIP, EASEMENTS OFSEM=APE NOT BHaNRN HEREIN NO an= RESEMIOI WAS PFAfawRD SYTHE 1 a1MEYOR ALL 6EIVNIG ANGTUBTANSE CONTAINED HER= ARE GAO. RASED ON TfETESIIR PIRATE PLANE COORONATESYSTEK SCUM CENTRAL ZONE 142041, US SLRNEYFEET, NIMH AMERICAN DATW OF 1s Im111 SEE SHEET 2 OF DATED 10ARAM4 FORA ODIAPANTIJO DESCmT1014 SEAL ANC5124ATUPE THIS RAT S 4TE2OED FOR THE USE OP EAGLE FORD RPHlB MC. FOR THE PURPOSE OF GBTAA G A PIPEL IE EAS0GMT Fr DOES NOT REPRESOOABOUNDARY CR CO•GTRU TON SURVEY. NO TOPOGRAPHY OR PPELKECAOSSPASARE SHOWN ON THE PLAT DRAM Dr CERA DATE: 037117)014 DRAWNG NAME SHEETNO APPROVED Br JOB NQ =4 EAGLE FORD PIPELINE, LLC. N 01'0424' W 5.5' P.O.TY:. 13,1.02 91-1 Y: 13,11717,0266 .9' SCJLLE r•leo 50' 0' LEGEND - PROPOSED PIPELINE PROPERTY LINE — SURVEY UNE 100' F.O.N. POINT OF BEGINPSNG P.O.C. PONT OF WWAENCEAENT P.O.T. PONT OF TERMINATION P.ERW. 015212461.W25SIDAENT AND RIGHT OF WAY A.T.WS. ADDITIONAL 1ELIPOR4RY WORKSPACE FWD FNC IA I.P. TYP, 0.14.14.0 .T FOUND FENCE IRON RDD IRON PIPE TYPICAL DEED RECORDS OF NUECES COUPRY, TX EAGLE FORD PIPELINE, LLC. EASEMENT AND RIGHT OF WAY 1997-0294.000 THE CITY OF CORPUS CHRISTI JOHN DUNN SURVEY, A- 985 NUECES COUNTY, TEXAS T. BAKER SMITH SOLUTIONS ITA"T HERS ISS T,WRY MAIL StA6bd TX 7'477 12 5112 40 91 '3 E"nNmn TX. REGI 101102-01 REV NO[ Si CSRA REVISONOESCRPTION, AIDED REFERENCE UNE RAINS PROJECTS 51234 (2012) t BAKER SMITH, LLC ►A 104AL C°•f•LnnNn fl•Vf 1.11 TX. REG. #101102-01 12825 Trinity Dr., Houston, TX 77477 Main Line: 281.240.0113 • Toll Free: 1.866.357.1050 • Fax: 281.240.0245 • Online: www.tbsmith.com EXHIBIT "A" FIELD NOTES FOR EAGLE FORD PIPEL , LLC. TWENTY (20) FOOTS EA AND RIGHT OF WAY Adlik Being a description of a TWENTY (20) foot wide. AND RIGHT OF WAY (P.E.R.W.) out of the John Dunn Survey, Abstract No. 985 in Nueces County, Texas, said easement being upon, over, through and across a portion of a called 3.25 acre tract of land, as recorded in Volume 1427, Page 117 of the Deed Records of Nueces County, Texas, (D.R.N.C.T.), said easement being situated TEN (10) feet on the South and TEN (10) feet on the North of the herein described REFERENCE LINE; said REFERENCE LINE also being the proposed pipeline route, the sidelines of said easement being lengthened or shortened to meet the boundaries of said tract, and said REFERENCE LINE being more particularly described as follows: COMMENCING at a 1/2" iron pipe found for the Northeast comer of said 3.25 acre tract, for the POINT OF COMMENCEMENT; THENCE S 89°07'20" W along the North line of said 3.25 acre tract, a distance of237.4 feet to a point on the North line of said 3.25 acre tract for the POINT OF BEGINNING of the herein described REFERENCE LINE; THENCE S 89°32'32" E, over and across said 3.25 acre tract a distance of 237.5 feet, more or less, to the POINT OF TERMINATION on the East line of said 3.25 acre tract from which a 1/2" iron pipe found for the Northeast corner of said 3.25 acre tract bears N 01°04'24" W, a distance of 5.5 feet; Said REFERENCE LINE having a total length of 237.5 feet or 14.4 rods and said easement containing 0.10 acres of land, more or less. See sheet 1 of 2 for plat and additional notes. Basis of Bearings: G.P.S. Observations, State Plane Coordinate System, Texas South Central Zone, NAD 83 (2011) Datum. Prepared September 11, 2014 Revised October 9, 2014 W. Andrew McLaughlin, R.P.L.S. Texas Registered Professional Land Surveyor No. 6473 2ar2 REVOCABLE EASEMENT (Eagle Ford Pipeline, LLC, 20 in., #51994, 2012) THE STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES § That, the City of Corpus Christi, a Texas home -rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas, 78469-9277, ("Grantor") acting by its duly authorized City Manager, or designee, ("City Manager") in consideration of the sum of Ten Dollars ($10.00) to it in hand paid by Eagle Ford Pipeline, LLC, whose address is 333 Clay Street, Suite 1600, Houston, Harris County, Texas,77210 ("Grantee"), the receipt of which is acknowledged, and the further consideration of "Grantee" complying with the City's Hazardous Substances, Liquids, and Gas Pipelines and Distribution System Ordinance, Article VII Chapter 35 Code of Ordinances, and City's pipeline ordinance, Article VII Chapter 49 Code of Ordinances, as amended, has GRANTED, SOLD, AND CONVEYED, and by these presents does GRANT, SELL, AND CONVEY, upon the conditions hereinafter stated unto the said Eagle Ford Pipeline, LLC, the right to relocate, install, operate, repair, replace, and maintain one (1) pipeline, not to exceed twenty (20) inches in diameter, together with appurtenant facilities including, but not limited to, valves, meters, regulators, cathodic protection, pigging facilities, test leads, and aerial markers for the transportation of natural gas, gaseous products, crude oil, and other hydrocarbons or minerals, whether in gaseous or liquid form, across, under and upon the land owned by Grantor described and shown on the attached Exhibit A. TO HAVE AND TO HOLD the same unto the Grantee its successors and assigns, together with the right to enter upon Grantor's tract of land as shown on the attached and incorporated Exhibit "A', for the purpose of relocating, installing, operating, repairing, replacing, and maintaining said Improvements under the following conditions. 1. Definitions: a) City means the City of Corpus Christi, a Texas home -rule municipal corporation. b) Grantor means City, and may be used interchangeably with City. c) City Manager means the City's City Manager or his designee. d) Director means City's Director of Engineering Services or his designee. e) Risk Manager means City's Director of Risk Management or his designee. f) City Attorney means City's City Attorney or his designee. g) Grantee means Eagle Ford Pipeline, LLC. Revocable Easement 1 of 16 g) Grantee means Eagle Ford Pipeline, LLC. h) Improvements means one (1) pipeline not to exceed twenty (20) inches in diameter, together with appurtenant facilities including, but not limited to, valves, meters, regulators, cathodic protection, pigging facilities, test leads, and aerial markers all within City property. 1) Contractor means Grantee's agent to construct, maintain, replace, repair, or remove the Improvements. j) Exhibit A means the Exhibit, whether 1 or more pages, showing the locations where the Improvements enter or cross City property. k) City Utilities means the City's Water, Wastewater, Storni Water and Gas divisions. I) Franchisees' Preexisting Improvements means those improvements owned or operated by a franchise or licensee of the City that were in place prior to the Improvements installed under this Revocable Easement. m) Utilities Representative means the applicable City Utilities representative that needs to be notified (1) prior to routine construction or repair work or (2) prior to or concurrently with emergency repair work. During routine relocation, installation, operation, repair, replacement, and maintenance work the Utilities Representative will be the appropriate Water, Wastewater, Storm Water or Gas division foreman on duty. The City has Water, Wastewater, and Gas crews on duty or on-call 24 hours a day, 365 days a year. The Water Representative, the Wastewater Representative, the Gas Representative, and the Drainage Representative is the respective name for each division's authorized representative as set out above, and collectively called the Utilities Representative. n) Franchisee's Representative means the representative of a City franchisee or licensee that has preexisting Improvements within 2 -feet of the proposed Improvements that need to be notified (1) prior to routine construction or repair work or (2) prior to or concurrently with emergency repair work. During routine installation, maintenance, or repair work each franchisee's or licensee's representative (e.g. the SWBT Representative, the AEP Representative) will be contacted. The franchisee and licensee representatives are collectively called Franchisee's Representative. o) City Inspector means that person acting on behalf of a City Utility or the City Street Department inspecting the relocation, installation, Revocable Easement 2 of 16 the City Street Department inspecting the relocation, installation, operation, repair, replacement, and maintenance of the Improvements. p) Revocable Easement Area means that portion of City property upon which the Improvements will be installed, operated, repaired, replaced, and maintained. 2. Construction Standards. All work proposed by Grantee to install, repair, or replace the Improvements will equal or exceed Department of Transportation Pipeline Safety Standards as applicable (Title 49, Code of Federal Regulations, Part 192 - Transportation of Natural and other Gas by Pipeline, or Part 195 -Transportation of Liquids by Pipeline - latest revision) for the transportation of gas or liquids by the Improvements. 3. Compliance with Laws. In installing, operating, maintaining, repairing, or replacing the Improvements Grantee must comply with all applicable Federal, State, County, and City laws and ordinances, and all amendments thereto, and secure all necessary permits from the appropriate agencies, including but not limited to, City Ordinance No. 021776, approved on October 20, 1993, which provides for emergency response coordination for pipelines transporting hazardous substances, liquids, and gases, including information reporting requirements for existing and new pipelines. 4. Depth Limits and Water Transmission Pipeline Clearances . Grantee must install, replace, repair, and maintain the Improvements so that no portion of the pipeline will be any shallower than 36 -inches from existing ground or roadway pavement. Grantee will also maintain a minimum of twelve (12') feet clearance between Grantee's pipelines and any City water transmission pipelines. Grantee must notify the Texas One -Call at 1-800-245-4545, 1-800-DIG-TESS, and Southwestern Bell 1-800- 828-5127 for utility locations in the Revocable Easement Area at least 48 hours prior to the start of construction. 5. Crossing or Ditch Requirements. Prior to any repair or replacement of the Improvements, Grantee must provide protection at all road crossings or ditches, by either casing, extra pipe wall thickness, concrete jacketed pipe, or other means approved by the Railroad Commission or Federal D.O.T. as applicable, and Grantee must identify the method on the construction plans. 6. Operating Pressure. Grantee's maximum operating pressure for the Improvements must not exceed design limitations as set forth in the Railroad Commission or Federal D.O.T. regulations for the size and type of line to be installed and operated. 7. 60 Dav Revocation. Grantee understands and agrees that the right and easement herein granted may be revoked at any time by the City of Corpus Christi acting through its City Manager, and Grantee may be required to remove the Improvements at Grantee's sole expense upon 60 days' notice in writing. If Grantee is in violation of Department of Transportation or Railroad Commission laws, rules, or Revocable Easement 3 of 16 regulations, or City ordinances, Grantee will be given written notice of the violation and 30 days from receipt of such notice to commence to cure the stated violations, within the overall 60 day period. If after the 30 day cure period has expired and Grantee has not cured the violations, this Revocable Easement may be revoked and Grantee may be required to remove the Improvements upon 30 days' notice in writing: provided however that if Grantee has commenced to cure the stated violation but has not completed same with the 30 day cure period, Grantee may proceed to cure such violation and this Revocable Easement shall not be revoked. 8. Improvements Markers. Grantee will place markers at the points where such Improvements enter or leave a public street or drainage right-of-way or other City property. Such markers must be of permanent construction bearing Grantee's name and emergency telephone number and placed on the edge of the public right-of-way. 9. Assignability. This Revocable Easement, and all its terms and conditions, bind and inure to the benefit of Grantor and Grantee and their respective lessees, licensees, successors, and assigns. Grantee may assign this Revocable Easement to any person, firm, corporation, partnership, or other entity, with the prior written consent of Grantor's City Manager, which consent will not be unreasonably withheld. Any assignment must provide that the assignee unconditionally assumes all the duties and obligations of assignor upon the same terms and conditions as set out in this Revocable Easement, which assumption of duties and obligations is partial consideration for Grantor's consent to the assignment. 10. Construction Drawings & As-Builts. Grantee must provide Director with a set of construction plans for all work proposed for the Improvements located within the Revocable Easement Area, one month prior to the start of construction, for Director's review and approval. The plans will tie the centerline of the proposed Improvements to the centerline of the Revocable Easement Area. Any centerline improvements will also be tied to the existing utility centerlines. The Grantee must provide the Director with a complete depth profile, distance, and location of its Improvements from existing City utilities, other franchised utilities, and other pipelines, that fall within the Revocable Easement Area. The Grantee is advised that centerline of proposed Improvements must have a minimum centerline to centerline horizontal distance as shown in the table below: Water - 60" TimeWarner - 12" KMC - 12" Wastewater - 18" SWB - 12" ICG - 12" Gas - 18" AEP (CPL) - 12" Grande(ClearSource) - 12" Storm Water - 18" ESPIRE- 12" Caprock - 12" The Grantee must provide the Director with a 24"x36" size reproducible set of as -built drawings of the Improvements within 60 days after completion of construction; failure to do so may result in Grantee's Revocable Easement being forfeited by the City. 11. Insurance. The Grantee must not commence work under this Agreement until it and its Contractor have obtained through self-insurance or insurance Revocable Easement 4 of 16 policies required herein and proof of such insurance as evidenced by the Certificate of Insurance has been submitted to and approved by the Risk Manager. The required type and amount of required insurance coverage is specified in the attached and incorporated Exhibit "B". The Grantee and its Contractor, if any, must have and maintain Commercial General Liability Insurance during the entire construction phase of the project. When construction is finished and the Improvements completed the Grantee must have and maintain Commercial General Liability Insurance through self- insurance or insurance policies for the entire duration of this Revocable Easement and for so long as Grantee's Improvements are located in or upon property of the Grantor. This provision shall survive termination or expiration of this Revocable Easement. The contractual liability portion of this insurance must be broad enough to cover the indemnity agreement in this Agreement. Such policies of insurance must include the City as an additional insured with respect to any liability arising out of the Grantee's and its Contractor's use or maintenance of the Improvements in the Revocable Easement Area. The insurance policies specified must include an endorsement stating that the insurance company(ies) must give the Director 30 days written notice by certified mail, before any policy covered thereby is canceled, not renewed, or materially changed. Copies of all insurance policies from Grantee and Contractor must be provided to City Attorney within 30 days after City Manager's reasonable written request therefor. Grantee and Contractor, if applicable, must provide copies of all insurance policies to the City Attorney within 30 days of the City Manager's reasonable request therefor if an incident -relating to the Improvements or Grantee's operations hereunder -occurs that reasonably appears to be covered by such insurance. If such copies are requested and provided, Grantee may mark the information in Grantee's policies that Grantee believes is confidential or proprietary. If City is requested to provide all or part of Grantee's insurance policies to third parties, City will timely forward the records to the Attorney General for a determination whether the records are "Open Records" under the Texas Open Records Act. City will contemporaneously notify Grantee of the open records request so that Grantee may participate in any available procedures and take steps it believes necessary to protect the nature of the confidential or proprietary information. 12. Indemnity. Grantee must fully indemnify the City of Corpus Christi, its officers, employees and agents ("Indemnitees") against any and all liability, damage, loss claims, demands, and actions of any nature whatsoever on account of personal injuries (including without limitation, workers; compensation and death claims), or property loss or damage of any kind, or any other kind of damage which arise or are claimed to arise out of or in connection with the Grantee's or Grantee officers', agents', and employees' ("Grantee's Agents' ") negligent acts or omissions or acts of intentional or willful misconduct in their respective installing or marking of the Improvements or other construction, operation, maintenance, repair, control, or use of the Improvements or the Revocable Easement Area, including but not limited to, those damages arising out of Indemnitees' intentional or negligent acts in cutting or causing to be cut Revocable Easement 5 af 16 the Improvements during installation, repair, replacement, maintenance, or operation of City utilities located in or adjacent to the Revocable Easement Area; and including but not limited to those damages arising out of the Grantee's or Grantee's Agents' intentional or negligent acts in cutting or causing to be cut City utility lines during Grantee's or Grantee's Agents' use of the Revocable Easement Area. This provision shall continue so long as Grantee's Improvements are located on City property. 13. Repairs to City's Improvements or Franchisees' Preexisting Improvements. Grantee will repair, or cause to be repaired, any damage its construction, operation, repair, relocation, replacement or maintenance of the Improvements causes to a City street, sanitary sewer, storm sewer, gas, drainage facility, or to a Franchisees' Preexisting Improvements if the City Improvements or Franchisees' Preexisting Improvements were in place prior to Grantee's initial installation of the Improvements. 14. Abandonment of pipeline. Grantee may leave abandoned pipe in place unless the Director requires the Grantee to remove the abandoned pipe to facilitate city operations or protect the public safety. Upon notice from the Director, Grantee shall promptly remove the specified abandoned Improvement. If a Grantee abandons Improvements, the Grantee remains responsible for the safe condition of the Improvements after the pipe is abandoned, The City will not assume ownership or control over the abandoned Improvements, and the City assumes no responsibility for their maintenance and safety, unless the City in writing accepts a particular facility. Subsection 49-97(e) of the City Code of Ordinances continues to apply to any pipe, facilities and appurtenances not removed by Grantee after abandonment. If Grantee removes any pipe, facilities or appurtenances, the Grantee shall restore the City property, at the sole cost of the Grantee, under subsection 49-97(c) of the City Code of Ordinances. 15. General Conditions. a) Recordation. Citv will file the Revocable Easement at the Nueces County Courthouse and Grantee will reimburse City for the recording fees. b) Notification and Verification. Contractor must verify depth and locations of City Utilities, and all Franchisees' Preexisting Improvements in or near the Revocable Easement Area 48 hours prior to commencing any routine construction or repair work, other than bona fide emergency repairs which must be reported to the appropriate Utilities Representative(s), the Street Superintendent, and the appropriate Revocable Easement 6 of 16 Franchisee's Representative(s) immediately upon Grantee's knowledge of the need for repairs. Contractor must notify the Utility Water Representative Wastewater Representative Gas Representative Street Superintendent Storm Water Superintendent Traffic Signal & Fiber Optic Texas One CaII 1-800-DIG-TESS Representatives at: - 361 - 857-1888 (880-3140, after hours) - 361 - 857-1818 (880-3140, after hours) - 361 - 885-6900 (885-4396, after hours) - 361 - 857-1940 (886-2600, after hours) - 361 - 857-1881 (880-3140, after hours) - 361 - 857-1940 (886-7452, after hours) - 361 - 1-800-245-4545 - 361 - 1-800-344-8377 and the Franchisee's Representative(s) at: SWBT - 361 - 881-2511 (1-800-824-4424, after hours) AEP (CP&L) - 361 - 299-4833 (693-9444, after hours) Time Warner - 361 - 857-5000 (857-5060, after hours) Grande (ClearSource) Espire (Fiber Optic) KMC (Fiber Optic) ICG (Fiber Optic) Caprock (Fiber Optic) - 361 - 814-1500 (334-3000, after hours) - 880-5934 (pager, 850-2652, after hours) - 504 - 733-3900 (pager, 1-800-676-9407) - 361 - 561-3204 (361-774-3889, after hours) - 972 - 702-7924 to verify depths, locations, and time of beginning construction or repair The Utility Representatives, the Street Superintendent, and the Franchisee's Representatives may have a representative present during Grantee's construction, repair, or emergency repair operations. c) Permit. 48 hours prior to commencing any routine construction or repair work, and by 9 a.m. the next work day for emergency repairs, the Grantee will apply to the Director or his designee for a permit before disturbing part of the Revocable Easement Area. Grantee must perform the work in accordance with the permit and all applicable federal, state, and local laws and regulations. Contractor must not leave trenches or pits in the Revocable Easement Area open overnight unless Contractor provides adequate safety and security devices to prevent possible injuries or accidents. All trenches or pits must be backfilled as soon as possible, the backfill properly compacted, the surface restored, and the work all done in a neat and workmanlike manner. No bore pits may be left open longer than 14 calendar days regardless of location. Barrel type barricades will be placed Revocable Easement 7of15 adjacent to all pits. At a minimum the following items will be included in the permit: 1) Bore. Grantee's pipelines crossing the Revocable Easement Area will be dry or slick bored. Wet or slick bore may be approved by the Director if the Grantee will provide the Director or "Designee" sufficient and satisfactory soil analysis information to support the wet bore. ii) Open -Cut. Grantee or its Contractor must saw cut any existing concrete and asphalt down to sub -base, and replace with new concrete or asphalt. The pavement repair must consist of 5 -inches of compacted Hot Mix Asphalt Concrete (HMAC) Type D to be placed in two lifts, i.e., 3 -inches and 2 -inches or two lifts of 2.5 -inches. The HMAC pavement must extend over the existing base for a width of 12 - inches on either side of trench cut. Subgrade will be trenched with some prime coat MC -70 at 0.15 gal./sy. Final backfill shall consist of cement stabilized sand containing a minimum of 2 sacks of Standard Type 1 Portland cement per cubic yard of sand in street right-of-way where asphalt concrete pavement has been cut and surface. Pavement will be restored as described five feet on each side of cut centerline, such that no settlement will occur in roadway area. Grantee will encase the Improvements in sand, with a minimum of 8 -inches around the Improvements. d) Uncovering City Utilities. A City Inspector has the authority to request Contractor to uncover a Utility Line in the Revocable Easement Area to verify its depth or location. If the proposed Improvements cross an existing transmission main (16" diameter and above), the Contractor will uncover the main at the point of intersection with the Improvements, with a Utilities (Water) Representative on-site during excavation. This excavation will occur 24 hours prior to start of construction of that portion of the Improvements that intersect the transmission main. If the proposed Improvements cross a City Utility, Grantee must maintain a 3 -foot vertical separation; however Grantee must maintain a twelve (12) foot vertical and 5 -foot horizontal separation around all water transmission mains. Grantee must properly compact backfill around all existing City Utilities in accordance with all City constructions standards, including City Water Distribution System Standards, paragraph 15(c), and the City Inspector's request. Contractor must take every precaution to not disturb the soil Revocable Easement 8 of 16 surrounding the existing City Utilities, including any and all thrust blocks. If Contractor's work on the Improvements damages a Waterline, as determined by the Water Representative, a Water crew must be immediately allowed access to the Revocable Easement Area to make all repairs. All City's costs (labor and equipment) associated with the Waterline repairs will be paid by the Grantee within 30 days after City sends Grantee an invoice. The Water Representative will determine the extent of damage to the Waterline and the type of repair necessary. If Contractor's work on the Improvements damages a City Utility line and soil or sand enters service lines and causes damage to residential or non- residential plumbing, Grantee must resolve the damage issue with the individual owners, including all costs associated with resolution. e) City Inspectors. While work is being done within the Revocable Easement Area, including without limitation work around any existing Water main, Contractor must pay for each City Inspector's time at the Revocable Easement Area at a daily rate of $301.31 for each day spent inspecting construction, maintenance, repair, replacement, or relocation of said Improvements. A half-day - 4 or more hours of work - constitutes a whole working day for purposes of calculation. Any time in excess of 8 hours a day, or on Saturday, Sunday, and Holidays, is calculated at a daily rate of $56.49 per hour. Grantee must pay these funds to the appropriate City Department within the City as allocated by the Director. The daily rate and overtime charges may be changed by the Director each August 1 based upon the average wages of the City Inspectors. The new charges will be on file with the Director. f) Drainage, grading, and erosion. Contractor must maintain proper drainage at all times, including without limitation at the end of each work day, in all drainage ditches impacted by the construction, maintenance, repair, replacement, or operation of the Improvements. After completion of, or in the event of repair or replacement of, the Improvements Contractor must reshape and grade, and sod if applicable, drainage ditches to a correct and permanent condition as determined by the Director. If the drainage ditch is concrete there will be no grading, etc., but the ditch must be repaired to its previously existing condition as determined by the Director. If there is any erosion of roadway or private property due to loss of existing vegetation along the banks of the drainage ditches, or from any other condition due to disturbing the soil along the Revocable Easement Revocable Easement 9 of 16 Area caused by Grantee relocating, installing, operating, repairing, and replacing the Improvements, Grantee must resolve the damages issue with the individual owners, including all costs associated with resolution. g) Damages to structures. If there is any damage to driveways, culverts, head walls, and any other structure, public or private, caused by Grantee relocating, installing, operating, repairing, and replacing the Improvements, Grantee must resolve the damages issue with the individual owners, including all costs associated with resolution. h) Equipment and materials. Grantee may not store or leave overnight any equipment or material in City property. Grantee's equipment or stock pile of material on private property, or on City right-of-way during the day, must not obstruct the vision of vehicles or pedestrians for 500 feet either direction from a street intersection or driveways onto a street. i) Aesthetics. To preserve and protect trees, shrubbery, and other aesthetic features on the street right-of-way and on City property, the Director may specify the extent and methods of tree removal, tree trimming, or replacement, and replacement of other aesthetic features, including specifying the methods of installing the Improvements. The Director will use due consideration in establishing the value of trees and other aesthetic features in the proximity of the proposed Improvements and any special requirements justified by the value of the trees and other aesthetic features. j) Testing. City Inspector determines when laboratory testing will be required, the number, location, and frequency of testing. All testing is at the Contractor's expense. k) Safety. The City Inspector may request any other conditions that may be required to complete this project in a safe and workmanlike manner. 1) Guarantee. Grantee's workmanship and materials must comply with all applicable City Standards and all work must be guaranteed by the Grantee for a one-year period from the date Grantee provides the reproducible, as -built drawing required by Section 10, to the Director. m) Notification of Leaks. Grantee must notify Director of any spills and leaks within the Revocable Easement Area within two business days after Grantee is aware of the spill or leak. Grantee must pay for all remediation costs related to its Improvements spills or leaks within the Revocable Easement Area. Grantee must provide Director a remediation plan that Revocable Easement 10 of 16 complies with all applicable federal, state, and local rules and regulations at the time of discovery of the leak or spill. The City Manager may investigate the condition and extent of the leaks and spills. 16. City use of Revocable Easement Area. All rights granted Grantee, are subordinate to all uses as the City may make of such Revocable Easement Area, and street right-of-ways for public purposes, and any drainage right-of-way for State, County, for City purposes. 17. Sale of Natural Gas - Restrictions. Grantee is expressly prohibited from the sale or distribution of natural gas to consumers, whether industrial, commercial or residential, except AEP (Central Power & Light Company), which consumers are located within the city limits of the City of Corpus Christi as may be amended from time to time. It is expressly provided that, as used in this paragraph, the sale of "natural gas" does not include the intercompany sale or transfer by or between two or more business entities of fuel gas or fuel in any form used and consumed in the fractionation, heating, distilling, producing or manufacturing process, of the petro -chemical industry. It is mutually understood and agreed that this Agreement, as written, covers all covenants, agreements, and stipulations between the parties and that no representations or statements, written or oral, have been made modifying, adding to, or changing the terms hereof, and that any party securing this conveyance on behalf of Grantee is without authority to make representation, stipulation, covenant or agreement not herein expressed. Executed this the day of , 2014 GRANTOR ATTEST: THE CITY OF CORPUS CHRISTI City Secretary APPROVED S TO LEGAL FORM: Revocable Easement 11 of 16 By: Ron L. Olson, City Manager day of , 2014 By: , Assistant City Attorney THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2014, by Ron L. Olson, City Manager, of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public, State of Texas Revocable Easement 12 of 16 GRANTEE The above and foregoing REVOCABLE EASEMENT is accepted this the day of , 2014, by , in their capacity as of Eagle Ford Pipeline, LLC, the Grantee herein, and Grantee agrees to keep and perform the conditions imposed by the Revocable Easement as amended. Eagle Ford Pipeline. LLC By: Name: Title: THE STATE OF TEXAS COUNTY OF § § This instrument was acknowledged before me this day of 2014, by as of Eagle Ford Pipeline, LLC, who declared that they executed the same for the purposes therein stated and with proper authority to do so. Notary Public, State of Texas Revocable Easement 13 of 16 EXHIBIT B INSURANCE REQUIREMENTS I. GRANTEE'S LIABILITY INSURANCE A. Grantee must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. Grantee must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Grantee must furnish to the City's Risk Manager and Director of Development Services, two (2) copies of Certificates of Insurance with applicable policy endorsements, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured for the General Liability and Auto Liability policies and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 day written notice of cancellation is required on all certificates or by policy endorsement Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY (including): 1. Commercial Broad Form 2. Premises — Operations 3. Underground Hazard (if applicable) 4. Products/ Completed Operations Hazard 5. Contractual Liability 6. Independent Contractor 7. Personal Injury/ Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate UMBRELLA/EXCESS LIABILITY $10,000,000 Per Occurrence $10,000,000 Aggregate AUTOMOBILE LIABILITY 1. Owned Vehicles 2. Hired and Non -owned Vehicles $1,000,000 COMBINED SINGLE LIMIT POLLUTION LEGAL LIABILITY including; Third Party Remediation $5,000,000 Per Claim $5,000,000 Aggregate WORKERS' COMPENSATION Which Complies With The Texas Workers' Revocable Easement 14 of 16 All States Endorsement is Required if Not Domiciled in Texas EMPLOYERS' LIABILITY Compensation Act And Paragraph Ii Of This Exhibit $500,000/5500,00015500,000 C. In the event of accidents of any kind, Grantee must furnish the Risk Manager with copies of all reports related to this permit of such accidents within 10 days of any accident. II. ADDITIONAL REOUIREMENTS A. Grantee 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 required if Grantee is not domiciled in Texas. B. Grantee shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Grantee's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City. Grantee shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Grantee shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 (361) 826-3980 D. Grantee agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement or comparable policy language, as respects operations, completed operations and activities of, or on behalf of, the named Revocable Easement 15 of 16 insured performed under contract with the City, with the exception of the workers' compensation and professional liability polices; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, Grantee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Grantee's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this agreement. F. In addition to any other remedies the City may have upon Grantee'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 Grantee to stop work hereunder until Grantee demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Grantee may be held responsible for payments of damages to persons or property resulting from Grantee's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Grantee's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this 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. Eagle Ford Pipeline, LLC Revocable Easement ins. req. 6/27/2013 ds Risk Mgmt. Revocable Easement 16 of 16 • x: 2,446,180.4• Y: 13,117,0193 9 005240" E 8z EXHIBIT "A" NUECES COUNTY, TEXAS 12w -03)200D NORMA LEE STOCIOETM AND PATSY ANN BROOKS CALLED EDM ACRES VC.1 5PG612 0.P.F1 N.G.T. P.ERW. S 0110424' E 15.5' 9 B9'07'20' W 3722 P.O.C. X: 2.448,562,6' Y:13,117,032,4' 1 I.P. Wit SUBJECT REFERENCE UNE PLAINS PROJECT# 51994 (2012) 41 PROPOSED PIPELINE PLAINS PROJECT# 19009 (2014) P.O,T. 1997-0294,000 THE CT OF CORPUS WTI Ci! ED 2.25 ACAEB (OUT OF LOT 24 HB SHEPPARD FARM LOTS) VOL 1427 PG. 117 ❑RN.GT, JOHN DUNN A-985 PIPELINE AND EASEMENT UNEAR FEET 372.7 RODS 22.8 ACREAGE OI- #M ESMT 0.14 NOTE& T1W RA -WAS PREPARED WNTIGUTTIE S MEM 0FOUFENTURI REPGRI AIL TR EDSWERE PR:70CW BY THE CLIENT AND MAY ROT REFLECT CURRENT ONNEFSEPCASE1/04150F RIGORCS ARE RCT SHCNN RL:RE24 NO OTHER MENE MWAS PERPORYID SYTHE LNCERSONP9 SURVEYOR AL_ IWJENOAPO D67 NCL CONTANED HERON ARE 22RD, BASED DNTHE TEM STATE PATE 000RDNATEATIVEAt. SOUTH NT ALE0N!14E4 U2 SLAVEYPBT. NORTH ANENCAII OATUU Cf:2A 1277111 EMMET CLUED :OA70M3t4FOR ACYDRPARYN33EY71ERGPL BEALANOS2TNATUIE TIO RAT 111 NTINOE3 FORTH! LRE Of EAGLE FORD PPELW[ LLG 1011 THE PURPOSE OFDSTAMB A PI►LINE EALP22147. R WE I NCT REPRESENT BOUCWYORCOMM-1670R 1CATVEY. PC TOPODAAP1.OR PIPEI3NE CROOPTOSAAl!FCWN DUTIES PAT. GRAMN 57 CERA .1 APPROVED BY: WAFT X: 2,446,553.1 Y: 13,117,0169 SCALE; 1`.100 1W 50' LEGEND - - PROPOSED 4158,54! PROPERTY UNE - - — SURVEY UNE P .O.E. P .OL. P DX P.ERW. AT.W9. 100' POINT OF BEGINNING POINT OF COMWQKEWENT POINT OF N.GRON AY15EAIEH7AN0 0. AY AODh10NALTEW'ORARY WORI3PAOE FOUND FENCE IRON ROO IRON PIPE TYPICAL DHDED RECORC5 OF NUECES COUNTY TX DATE: 10011112014 JOS Na 20143117E EAGLE FORD PIPELINE, LLC. EASEMENT AND RIGHT OP WAY 1997-0294.000 THE CITY OF CORPUS CHRISTI JOHN DUNN SURVEY, A- 985 NUECES COUNTY, TEXAS T. BAKER SMITH NOLUTI DNS START Rona 12312 T1M,0..4. Sm#Wq Tx 77477 172117460113 -ENARN4 m r 1 i .•1 REV WE 4a - REVISEN DESCRIPTION REV BY qBs, Z BAKER SM1TFL ue •• Pu,.lONAL NNNNNNTANt .U,L+ nv TX. REG. #101102-01 12825 Trinity Dr., Houston, TX 77477 Main Line: 281.240.0113 • Toll Free: 1.866.357.1050 • Fax: 281.240.0245 • Online: www.tbsmith.com EXHIBIT "A" FIELD NOTES FOR EAGLE FORD PIPELINE LLC. TWENTY (20) FOOT EAS AND RIGHT OF \ AY t. Being a description of a TWENTY (20) foot wide` EASe AND RIGHT OF WAY (P.E.R.W.) out of the John Dunn Survey, Abstract o. 985 in Nueces County, Texas, said easement being upon, over, through and across a portion of a called 3.25 acre tract of land, as recorded in Volume 1427, Page 117 of the Deed Records of Nueccs County, Texas, (D.RN.C.T.), said easement being situated TEN (10) feet on the South and TEN (10) feet on the North of the herein described REFERENCE LINE; said REFERENCE LINE also being the pipeline route, the sidelines of said easement being lengthened or shortened to meet the boundaries of said tract, and said REFERENCE LINE being more particularly described as follows: COMMENCING at a 1/2" iron pipe found for the Northeast corner of said 3.25 acre tract, for the PONT OF COMMENCEMENT; THENCE S 89°07'20" W along the North line of said 3.25 acre tract, a distance of 372.6 feet to the Northwest corner of said 3.25 acre tract THENCE S 00°52'40" E along the West line of said 3.25 acre tract, a distance of 6.9 feet to a point on the West line of said 3.25 acre tract for the POINT OF BEGINNING of the herein described REFERENCE LINE; THENCE S 89°32'32" E, over and across said 3.25 acre pact a distance of 372.7 feet, more or less, to the POINT OF TERMINATION on the East line of said 3.25 acre tract from which a 1/2" iron pipe found for the Northeast corner of said 3.25 acre tract bears N 01°04'24" W, a distance of 15.5 feet; Said REFERENCE LINE having a total length of 372.7 feet or 22.6 rods and said 1 d.t easement containing 0.14 acres of land, more or less. See sheet 1 of 2 for plat and additional notes. Basis of Bearings: G.P.S. Observations, State Plane Coordinate System, Texas South Central Zone, NAD 83 (2011) Datum. Prepared October 9, 201 W. Andrew McLaughlin, RP.L.S. Texas Registered Professional Land Surveyor No. 6473 2 of 2 AGENDA MEMORANDUM First Reading Item for the City Council Meeting of December 9, 2014 Second Reading Item for the City Council Meeting of December 16, 2014 DATE: November 12, 2014 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com FROM: Valerie H. Gray, P.E., Interim Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 Mark Van Vleck, P.E. Executive Director, Utilities MarkVV@cctexas.com (361) 826-1874 Amending a Revocable Easement conveyed to TexStar MidStream Utility, LP CAPTION: Ordinance amending the Revocable Easement conveyed to TexStar Midstream Utility, LP under Ordinance No. 029956 approved by City Council on September 17, 2013, to allow an additional six (6) inch pipeline in the existing easement area that crosses two tracts of City owned land located southwest of the O.N. Stevens Water Treatment Plant; providing for compensation in the amount of $26,250 paid to the City; authorizing the City Manager or designee to execute the amended Revocable Easement instrument and other related documents for the conveyance of the amended easement. PURPOSE: This ordinance amends a Revocable Easement previously conveyed to TexStar Midstream Utility, LP, on September 17, 2013 permitting them to add an additional pipeline to their easement. BACKGROUND AND FINDINGS: On September 17, 2013, the City granted TexStar Midstream Utility, LP (TexStar) a Revocable Easement which allowed them to construct a single, 12 -inch diameter pipeline, across two tracts (Tract 91 and Tract 92) of City land located southwest of the O.N. Stevens Plant shown on the attached City Council Exhibit. The total amount of $70,000 was paid by TexStar to the City for both original easements, each 50 foot wide by a total of 1,390 feet long. TexStar has recently asked the City to amend their original easement to allow a second pipeline, 6 -inch in diameter, which will carry crude oil to the Equistar refinery. A negotiated amount of $26,250, as compensation to the City, has been agreed to for the right to install a second pipeline. TexStar will use directional drilling to construct the second pipeline under the City's existing water transmission lines southwest of the ONS Water plant. The City will closely monitor the boring operations and any other construction adjacent to its water transmission lines. A requirement of 12 feet of clearance between TexStar's pipeline and the City's waterline is required by the City. The original Revocable Easement instrument also contained terms and conditions which pertained to construction standards and compliance with laws, including the City's Pipeline License Ordinance passed in 1993 under Ordinance No. 021776. A Pipeline License Agreement was issued to TexStar by the Development Services since the pipeline also crossed various City street right-of-ways. The amended easement is revocable by the City if TexStar violates and fails to correct any of the laws, rules, or regulations of the Department of Transportation, Railroad Commission, and certain City ordinances. TexStar will also full indemnify the City against any and all liability, damage, loss claims and actions of any nature as stated in Section 12 of the attached Revocable Easement; Amendment No. 1 instrument. Authorization to convey or amend easements across City land is required by City Council. There is no title company participation required in the conveyance of this amended easement. ALTERNATIVES: Do not amend the easement granted to TexStar Midstream Utility, LP which could lead to eminent domain proceedings by TexStar. OTHER CONSIDERATIONS: TexStar Midstream Utility, LP needs to amend this Revocable Easement in order to be able to construct an additional pipeline. The original easement contains sufficient area to place an additional line. CONFORMITY TO CITY POLICY: The City is authorized under its home -rule authority, as well as under the grant of powers under Section 1, Article X of the Charter, to convey this easement. This ordinance also conforms to Section 1, Article IX of the Charter. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Engineering and Water Departments 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: No expenditures are requested. RECOMMENDATION: Approval of the Ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Council Exhibit Revocable Easement, Amendment No. 1, Tract 91 Revocable Easement, Amendment No. 1, Tract 92 Ordinance Ordinance amending the Revocable Easement conveyed to TexStar Midstream Utility, LP under Ordinance No. 029956 approved by City Council on September 17, 2013, to allow an additional six (6) inch pipeline in the existing easement area that crosses two tracts of City owned land located southwest of the O.N. Stevens Water Treatment Plant; providing for compensation in the amount of $26,250 paid to the City; authorizing the City Manager or designee to execute the amended Revocable Easement instrument and other related documents for the conveyance of the amended easement. Section 1. That the Revocable Easement granted to TexStar Midstream Utility, LP by City Ordinance No. 029956 is revised to allow an additional six (6) inch pipeline in consideration of payment of $26,250. Section 2. That the City Manager or designee is authorized to execute the amended Revocable Easement and other related documents for the conveyance of the amended revocable easement. 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 , 2014. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor REVOCABLE EASEMENT Amendment No. 1 (TexStar Midstream Utilitily, LP, Tract TX -NUE -91) THE STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES § That, the City of Corpus Christi, a Texas home -rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas, 78469-9277, ("Grantor") acting by its duly authorized City Manager, or designee, ("City Manager") in consideration of the sum of Ten Dollars ($10.00) to it in hand paid by TexStar Midstream Utility, LP, whose address is 18615 Tuscany Stone, Suite 300, San Antonio, Bexar County, Texas, ("Grantee"), the receipt of which is acknowledged, and the further consideration of "Grantee" complying with the City's Hazardous Substances, Liquids, and Gas Pipelines and Distribution System Ordinance, Article VII Chapter 35 Code of Ordinances, and City's pipeline ordinance, Article VII Chapter 49 Code of Ordinances, as amended, has GRANTED, SOLD, AND CONVEYED, and by these presents does GRANT, SELL, AND CONVEY, upon the conditions hereinafter stated unto the said TexStar Midstream Utility, LP, the right to relocate, install, operate, repair, replace, and maintain one refined products pipeline not to exceed twelve (12) inches in diameter, and one additional refined products pipeline not to exceed six (6) inches in diameter, together with appurtenant facilities including, but not limited to, valves, meters, regulators, cathodic protection, pigging facilities, test leads, and aerial markers for the transportation of natural gas, gaseous products, crude oil, and other hydrocarbons or minerals, whether in gaseous or liquid form, across, under and upon the land owned by Grantor described on the attached Exhibit A and shown on the attached Exhibit B. TO HAVE AND TO HOLD the same unto the Grantee its successors and assigns, together with the right to enter upon Grantor's tract of land as shown on the attached and incorporated Exhibit "A and B", for the purpose of relocating, installing, operating, repairing, replacing, and maintaining said Improvements under the following conditions. 1. Definitions: a) City means the City of Corpus Christi, a Texas home -rule municipal corporation. b) Grantor means City, and may be used interchangeably with City. c) City Manager means the City's City Manager or his designee. d) Director means City's Director of Engineering Services or his designee. e) Risk Manager means City's Director of Risk Management or his designee. Revocable Easement TexStar Midstream Utility, LP 1 of 18 f) City Attorney means City's City Attorney or his designee. g) Grantee means TexStar Midstream Utility, LP. h) Improvements means one refined products pipeline not to exceed twelve (12) inches in diameter, and one (1) additional refined products pipeline not to exceed six (6) inches in diameter, together with appurtenant facilities including, but not limited to, valves, meters, regulators, cathodic protection, pigging facilities, test leads, and aerial markers all within City property. i) Contractor means Grantee's agent to construct, maintain, replace, repair, or remove the Improvements. j) Exhibit A and B means the Exhibits, whether 1 or more pages, showing the locations where the Improvements enter or cross City property. k) City Utilities means the City's Water, Wastewater, Storm Water and Gas divisions. I) Franchisees' Preexisting Improvements means those improvements owned or operated by a franchise or licensee of the City that were in place prior to the Improvements installed under this Revocable Easement. m) Utilities Representative means the applicable City Utilities representative that needs to be notified (1) prior to routine construction or repair work or (2) prior to or concurrently with emergency repair work. During routine relocation, installation, operation, repair, replacement, and maintenance work the Utilities Representative will be the appropriate Water, Wastewater, Storm Water or Gas division foreman on duty. The City has Water, Wastewater, and Gas crews on duty or on-call 24 hours a day, 365 days a year. The Water Representative, the Wastewater Representative, the Gas Representative, and the Drainage Representative is the respective name for each division's authorized representative as set out above, and collectively called the Utilities Representative. n) Franchisee's Representative means the representative of a City franchisee or licensee that has preexisting Improvements within 2 -feet of the proposed Improvements that need to be notified (1) prior to routine construction or repair work or (2) prior to or concurrently with emergency repair work. During routine installation, maintenance, or repair work each franchisee's or licensee's representative (e.g. the SWBT Representative, Revocable Easement TexStar Midstream Utility, LP 2 of 18 the AEP Representative) will be contacted. The franchisee and licensee representatives are collectively called Franchisee's Representative. o) City Inspector means that person acting on behalf of a City Utility or the City Street Department inspecting the relocation, installation, operation, repair, replacement, and maintenance of the Improvements. p) Revocable Easement Area means that portion of City property upon which the Improvements will be installed, operated, repaired, replaced, and maintained. 2. Construction Standards. All work proposed by Grantee to install, repair, or replace the Improvements will equal or exceed Department of Transportation Pipeline Safety Standards as applicable (Title 49, Code of Federal Regulations, Part 192 - Transportation of Natural and other Gas by Pipeline, or Part 195 -Transportation of Liquids by Pipeline - latest revision) for the transportation of gas or liquids by the Improvements. 3. Compliance with Laws. In installing, operating, maintaining, repairing, or replacing the Improvements Grantee must comply with all applicable Federal, State, County, and City laws and ordinances, and all amendments thereto, and secure all necessary permits from the appropriate agencies, including but not limited to, City Ordinance No. 021776, approved on October 20, 1993, which provides for emergency response coordination for pipelines transporting hazardous substances, liquids, and gases, including information reporting requirements for existing and new pipelines. 4. Depth Limits and Water Transmission Pipeline Clearances . Grantee must install, replace, repair, and maintain the Improvements so that no portion of the pipeline will be any shallower than 36 -inches from existing ground or roadway pavement. Grantee will also maintain a minimum of twelve (12') feet clearance between Grantee's pipelines and any City water transmission pipelines. Grantee must notify the Texas One -Call at 1-800-245-4545, 1-800-DIG-TESS, and Southwestern Bell 1-800- 828-5127 for utility locations in the Revocable Easement Area at least 48 hours prior to the start of construction. 5. Crossing or Ditch Requirements. Prior to any repair or replacement of the Improvements, Grantee must provide protection at all road crossings or ditches, by either casing, extra pipe wall thickness, concrete jacketed pipe, or other means approved by the Railroad Commission or Federal D.O.T. as applicable, and Grantee must identify the method on the construction plans. Grantee will maintain a minimum clearance of ten (10') feet between Grantee's pipelines and Grantor's concrete lined drainage channel located on Grantee's construction drawing, Sheet 6, Station 278+00. 6. Operating Pressure. Grantee's maximum operating pressure for the Improvements must not exceed design limitations as set forth in the Railroad Revocable Easement TexStar Midstream Utility, LP 3 of 18 Commission or Federal D.O.T. regulations for the size and type of line to be installed and operated. 7. 60 Day Revocation. Grantee understands and agrees that the right and easement herein granted may be revoked at any time by the City of Corpus Christi acting through its City Manager, and Grantee may be required to remove the Improvements at Grantee's sole expense upon 60 days' notice in writing. If Grantee is in violation of Department of Transportation or Railroad Commission laws, rules, or regulations, or City ordinances, Grantee will be given written notice of the violation and 30 days from receipt of such notice to commence to cure the stated violations, within the overall 60 day period. If after the 30 day cure period has expired and Grantee has not cured the violations, this Revocable Easement may be revoked and Grantee may be required to remove the Improvements upon 30 days' notice in writing: provided however that if Grantee has commenced to cure the stated violation but has not completed same with the 30 day cure period, Grantee may proceed to cure such violation and this Revocable Easement shall not be revoked. 8. Improvements Markers. Grantee will place markers at the points where such Improvements enter or leave a public street or drainage right-of-way or other City property. Such markers must be of permanent construction bearing Grantee's name and emergency telephone number and placed on the edge of the public right-of-way. 9. Assignability. This Revocable Easement, and all its terms and conditions, bind and inure to the benefit of Grantor and Grantee and their respective lessees, licensees, successors, and assigns. Grantee may assign this Revocable Easement to any person, firm, corporation, partnership, or other entity, with the prior written consent of Grantor's City Manager, which consent will not be unreasonably withheld. Any assignment must provide that the assignee unconditionally assumes all the duties and obligations of assignor upon the same terms and conditions as set out in this Revocable Easement, which assumption of duties and obligations is partial consideration for Grantor's consent to the assignment. 10. Construction Drawings & As-Builts. Grantee must provide Director with a set of construction plans for all work proposed for the Improvements located within the Revocable Easement Area, one month prior to the start of construction, for Director's review and approval. The plans will tie the centerline of the proposed Improvements to the centerline of the Revocable Easement Area. Any centerline improvements will also be tied to the existing utility centerlines. The Grantee must provide the Director with a complete depth profile, distance, and location of its Improvements from existing City utilities, other franchised utilities, and other pipelines, that fall within the Revocable Easement Area. The Grantee is advised that centerline of proposed Improvements must have a minimum centerline to centerline horizontal distance as shown in the table below: Water - 60" TimeWarner - 12" KMC - 12" Wastewater - 18" SWB - 12" ICG - 12" Gas - 18" AEP (CPL) - 12" Grande(ClearSource) - 12" Revocable Easement TexStar Midstream Utility, LP 4 of 18 Storm Water - 18" ESPIRE- 12" Caprock - 12" The Grantee must provide the Director with a 24"x36" size reproducible set of as -built drawings of the Improvements within 60 days after completion of construction; failure to do so may result in Grantee's Revocable Easement being forfeited by the City. 11. Insurance. The Grantee must not commence work under this Agreement until it and its Contractor have obtained through self-insurance or insurance policies required herein and proof of such insurance as evidenced by the Certificate of Insurance has been submitted to and approved by the Risk Manager. The required type and amount of required insurance coverage is specified in the attached and incorporated Exhibit "C". The Grantee and its Contractor, if any, must have and maintain Commercial General Liability Insurance during the entire construction phase of the project. When construction is finished and the Improvements completed the Grantee must have and maintain Commercial General Liability Insurance through self- insurance or insurance policies for the entire duration of this Revocable Easement and for so long as Grantee's Improvements are located in or upon property of the Grantor. This provision shall survive termination or expiration of this Revocable Easement. The contractual liability portion of this insurance must be broad enough to cover the indemnity agreement in this Agreement. Such policies of insurance must include the City as an additional insured with respect to any liability arising out of the Grantee's and its Contractor's use or maintenance of the Improvements in the Revocable Easement Area. The insurance policies specified must include an endorsement stating that the insurance company(ies) must give the Director 30 days written notice by certified mail, before any policy covered thereby is canceled, not renewed, or materially changed. Copies of all insurance policies from Grantee and Contractor must be provided to City Attorney within 30 days after City Manager's reasonable written request therefor. Grantee and Contractor, if applicable, must provide copies of all insurance policies to the City Attorney within 30 days of the City Manager's reasonable request therefor if an incident -relating to the Improvements or Grantee's operations hereunder -occurs that reasonably appears to be covered by such insurance. If such copies are requested and provided, Grantee may mark the information in Grantee's policies that Grantee believes is confidential or proprietary. If City is requested to provide all or part of Grantee's insurance policies to third parties, City will timely forward the records to the Attorney General for a determination whether the records are "Open Records" under the Texas Open Records Act. City will contemporaneously notify Grantee of the open records request so that Grantee may participate in any available procedures and take steps it believes necessary to protect the nature of the confidential or proprietary information. 12. Indemnity. Grantee must fully indemnify the City of Corpus Christi, its officers, employees and agents ("Indemnitees") against any and all liability, damage, loss claims, demands, and actions of any nature whatsoever on account of personal injuries (including without limitation, workers; compensation and Revocable Easement TexStar Midstream Utility, LP 5of18 death claims), or property loss or damage of any kind, or any other kind of damage which arise or are claimed to arise out of or in connection with the Grantee's or Grantee officers', agents', and employees' ("Grantee's Agents' ") negligent acts or omissions or acts of intentional or willful misconduct in their respective installing or marking of the Improvements or other construction, operation, maintenance, repair, control, or use of the Improvements or the Revocable Easement Area, including but not limited to, those damages arising out of Indemnitees' intentional or negligent acts in cutting or causing to be cut the Improvements during installation, repair, replacement, maintenance, or operation of City utilities located in or adjacent to the Revocable Easement Area; and including but not limited to those damages arising out of the Grantee's or Grantee's Agents' intentional or negligent acts in cutting or causing to be cut City utility lines during Grantee's or Grantee's Agents' use of the Revocable Easement Area. This provision shall continue so long as Grantee's Improvements are located on City property. 13. Repairs to City's Improvements or Franchisees' Preexisting Improvements. Grantee will repair, or cause to be repaired, any damage its construction, operation, repair, relocation, replacement or maintenance of the Improvements causes to a City street, sanitary sewer, storm sewer, gas, drainage facility, or to a Franchisees' Preexisting Improvements if the City Improvements or Franchisees' Preexisting Improvements were in place prior to Grantee's initial installation of the Improvements. 14. Abandonment of pipeline. Grantee may leave abandoned pipe in place unless the Director requires the Grantee to remove the abandoned pipe to facilitate city operations or protect the public safety. Upon notice from the Director, Grantee shall promptly remove the specified abandoned Improvement. If a Grantee abandons Improvements, the Grantee remains responsible for the safe condition of the Improvements after the pipe is abandoned, The City will not assume ownership or control over the abandoned Improvements, and the City assumes no responsibility for their maintenance and safety, unless the City in writing accepts a particular facility. Subsection 49-97(e) of the City Code of Ordinances continues to apply to any pipe, facilities and appurtenances not removed by Grantee after abandonment. If Grantee removes any pipe, facilities or appurtenances, the Grantee shall restore the City property, at the sole cost of the Grantee, under subsection 49-97(c) of the City Code of Ordinances. 15. General Conditions. a) Recordation. City will file the Revocable Easement at the Nueces Revocable Easement TexStar Midstream Utility, LP 6 of 18 County Courthouse and Grantee will reimburse City for the recording fees. b) Notification and Verification. Contractor must verify depth and locations of City Utilities, and all Franchisees' Preexisting Improvements in or near the Revocable Easement Area 48 hours prior to commencing any routine construction or repair work, other than bona fide emergency repairs which must be reported to the appropriate Utilities Representative(s), the Street Superintendent, and the appropriate Franchisee's Representative(s) immediately upon Grantee's knowledge of the need for repairs. Contractor must notify the Utility Water Representative Wastewater Representative Gas Representative Street Superintendent Storm Water Superintendent Traffic Signal & Fiber Optic Texas One Call 1-800-DIG-TESS Representatives at: - 361 - 857-1888 (880-3140, after hours) - 361 - 857-1818 (880-3140, after hours) - 361 - 885-6900 (885-4396, after hours) - 361 - 857-1940 (886-2600, after hours) - 361 - 857-1881 (880-3140, after hours) - 361 - 857-1940 (886-7452, after hours) - 361 -1-800-245-4545 - 361 - 1-800-344-8377 and the Franchisee's Representative(s) at: SWBT - 361 - 881-2511 (1-800-824-4424, after hours) AEP (CP&L) - 361 - 299-4833 (693-9444, after hours) Time Warner - 361 - 857-5000 (857-5060, after hours) Grande (ClearSource) Espire (Fiber Optic) KMC (Fiber Optic) ICG (Fiber Optic) Caprock (Fiber Optic) - 361 - 814-1500 (334-3000, after hours) - 880-5934 (pager, 850-2652, after hours) - 504 - 733-3900 (pager, 1-800-676-9407) - 361 - 561-3204 (361-774-3889, after hours) - 972 - 702-7924 to verify depths, locations, and time of beginning construction or repair The Utility Representatives, the Street Superintendent, and the Franchisee's Representatives may have a representative present during Grantee's construction, repair, or emergency repair operations. c) Permit. 48 hours prior to commencing any routine construction or repair work, and by 9 a.m. the next work day for emergency repairs, the Grantee will apply to the Director or his designee for a permit before disturbing part of the Revocable Easement Area. Grantee must perform the work in accordance with the permit and all applicable federal, state, and local laws and regulations. Revocable Easement TexStar Midstream Utility LP 7 of 18 Contractor must not leave trenches or pits in the Revocable Easement Area open overnight unless Contractor provides adequate safety and security devices to prevent possible injuries or accidents. All trenches or pits must be backfilled as soon as possible, the backfill properly compacted, the surface restored, and the work all done in a neat and workmanlike manner. No bore pits may be left open longer than 14 calendar days regardless of location. Barrel type barricades will be placed adjacent to all pits. At a minimum the following items will be included in the permit: i) Bore. Grantee's pipelines crossing the Revocable Easement Area will be dry or slick bored. Wet or slick bore may be approved by the Director if the Grantee will provide the Director or "Designee" sufficient and satisfactory soil analysis information to support the wet bore. ii) Open -Cut. Grantee or its Contractor must saw cut any existing concrete and asphalt down to sub -base, and replace with new concrete or asphalt. The pavement repair must consist of 5 -inches of compacted Hot Mix Asphalt Concrete (HMAC) Type D to be placed in two lifts, i.e., 3 -inches and 2 -inches or two lifts of 2.5 -inches. The HMAC pavement must extend over the existing base for a width of 12 - inches on either side of trench cut. Subgrade will be trenched with some prime coat MC -70 at 0.15 gal./sy. Final backfill shall consist of cement stabilized sand containing a minimum of 2 sacks of Standard Type I Portland cement per cubic yard of sand in street right-of-way where asphalt concrete pavement has been cut and surface. Pavement will be restored as described five feet on each side of cut centerline, such that no settlement will occur in roadway area. Grantee will encase the Improvements in sand, with a minimum of 8 -inches around the Improvements. d) Uncovering City Utilities. A City Inspector has the authority to request Contractor to uncover a Utility Line in the Revocable Easement Area to verify its depth or location. If the proposed Improvements cross an existing transmission main (16" diameter and above), the Contractor will uncover the main at the point of intersection with the Improvements, with a Utilities (Water) Representative on-site during excavation. This excavation will occur 24 hours prior to start of construction of that portion of the Improvements that intersect the transmission main. If the proposed Improvements cross a City Utility, Grantee must maintain Revocable Easement TexStar Midstream Utility, LP 8 of 18 a 3 -foot vertical separation; however Grantee must maintain a twelve (12) foot vertical and 5 -foot horizontal separation around all water transmission mains. Grantee must properly compact backfill around all existing City Utilities in accordance with all City constructions standards, including City Water Distribution System Standards, paragraph 15(c), and the City Inspector's request. Contractor must take every precaution to not disturb the soil surrounding the existing City Utilities, including any and all thrust blocks. If Contractor's work on the Improvements damages a Waterline, as determined by the Water Representative, a Water crew must be immediately allowed access to the Revocable Easement Area to make all repairs. All City's costs (labor and equipment) associated with the Waterline repairs will be paid by the Grantee within 30 days after City sends Grantee an invoice. The Water Representative will determine the extent of damage to the Waterline and the type of repair necessary. If Contractor's work on the Improvements damages a City Utility line and soil or sand enters service lines and causes damage to residential or non- residential plumbing, Grantee must resolve the damage issue with the individual owners, including all costs associated with resolution. e) City Inspectors. While work is being done within the Revocable Easement Area, including without limitation work around any existing Water main, Contractor must pay for each City Inspector's time at the Revocable Easement Area at a daily rate of $301.31 for each day spent inspecting construction, maintenance, repair, replacement, or relocation of said Improvements. A half-day - 4 or more hours of work - constitutes a whole working day for purposes of calculation. Any time in excess of 8 hours a day, or on Saturday, Sunday, and Holidays, is calculated at a daily rate of $56.49 per hour. Grantee must pay these funds to the appropriate City Department within the City as allocated by the Director. The daily rate and overtime charges may be changed by the Director each August 1 based upon the average wages of the City Inspectors. The new charges will be on file with the Director. t) Drainage, grading, and erosion. Contractor must maintain proper drainage at all times, including without limitation at the end of each work day, in all drainage ditches impacted by the construction, maintenance, repair, replacement, or operation of the Improvements. After completion of, or in the event of repair or replacement of, the Improvements Contractor must reshape and grade, and sod if applicable, Revocable Easement TexStar Midstream Utility, LP 9of18 drainage ditches to a correct and permanent condition as determined by the Director. If the drainage ditch is concrete there will be no grading, etc., but the ditch must be repaired to its previously existing condition as determined by the Director. If there is any erosion of roadway or private property due to loss of existing vegetation along the banks of the drainage ditches, or from any other condition due to disturbing the soil along the Revocable Easement Area caused by Grantee relocating, installing, operating, repairing, and replacing the Improvements, Grantee must resolve the damages issue with the individual owners, including all costs associated with resolution. g) Damages to structures. If there is any damage to driveways, culverts, head walls, and any other structure, public or private, caused by Grantee relocating, installing, operating, repairing, and replacing the Improvements, Grantee must resolve the damages issue with the individual owners, including all costs associated with resolution. h) Equipment and materials. Grantee may not store or leave overnight any equipment or material in City property. Grantee's equipment or stock pile of material on private property, or on City right-of-way during the day, must not obstruct the vision of vehicles or pedestrians for 500 feet either direction from a street intersection or driveways onto a street. r) Aesthetics. To preserve and protect trees, shrubbery, and other aesthetic features on the street right-of-way and on City property, the Director may specify the extent and methods of tree removal, tree trimming, or replacement, and replacement of other aesthetic features, including specifying the methods of installing the Improvements. The Director will use due consideration in establishing the value of trees and other aesthetic features in the proximity of the proposed Improvements and any special requirements justified by the value of the trees and other aesthetic features. j) Testing. City Inspector determines when laboratory testing will be required, the number, location, and frequency of testing. All testing is at the Contractor's expense. k) Safety. The City Inspector may request any other conditions that may be required to complete this project in a safe and workmanlike manner. 1) Guarantee. Grantee's workmanship and materials must comply with all applicable City Standards and all work must be guaranteed by the Revocable Easement TexStar Midstream Utility, LP 10 of 18 Grantee for a one-year period from the date Grantee provides the reproducible, as -built drawing required by Section 10, to the Director. m) Notification of Leaks. Grantee must notify Director of any spills and leaks within the Revocable Easement Area within two business days after Grantee is aware of the spill or leak. Grantee must pay for all remediation costs related to its Improvements spills or leaks within the Revocable Easement Area. Grantee must provide Director a remediation plan that complies with all applicable federal, state, and local rules and regulations at the time of discovery of the leak or spill. The City Manager may investigate the condition and extent of the leaks and spills. 16. City use of Revocable Easement Area. All rights granted Grantee, are subordinate to all uses as the City may make of such Revocable Easement Area, and street right-of-ways for public purposes, and any drainage right-of-way for State, County, for City purposes. 17. Sale of Natural Gas - Restrictions. Grantee is expressly prohibited from the sale or distribution of natural gas to consumers, whether industrial, commercial or residential, except AEP (Central Power & Light Company), which consumers are located within the city limits of the City of Corpus Christi as may be amended from time to time. It is expressly provided that, as used in this paragraph, the sale of "natural gas" does not include the intercompany sale or transfer by or between two or more business entities of fuel gas or fuel in any form used and consumed in the fractionation, heating, distilling, producing or manufacturing process, of the petro -chemical industry. It is mutually understood and agreed that this Agreement, as written, covers all covenants, agreements, and stipulations between the parties and that no representations or statements, written or oral, have been made modifying, adding to, or changing the terms hereof, and that any party securing this conveyance on behalf of Grantee is without authority to make representation, stipulation, covenant or agreement not herein expressed. This Revocable Easement for this tract of land substitutes and revises the Revocable Easement for this tract of land authorized by Corpus Christi City Council on September 17, 2013 by Ordinance 029956. Executed this the day of , 2014 Revocable Easement TexStar Midstream Utility LP 11 of 18 GRANTOR ATTEST: THE CITY OF CORPUS CHRISTI By: City Secretary Ron L. Olson, City Manager APPROVED S TO LEGAL FORM: day of , 2014 By: , Assistant City Attorney THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2014, by Ron L. Olson, City Manager, of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public, State of Texas Revocable Easement TexStar Midstream Utility, LP 12 of 18 GRANTEE The above and foregoing REVOCABLE EASEMENT is accepted this the day of , 2014, by , in their capacity as of TexStar Midstream Utility, LP, the Grantee herein, and Grantee agrees to keep and perform the conditions imposed by the Revocable Easement as amended. TexStar Midstream Utility, LP By: Name: Title: THE STATE OF TEXAS COUNTY OF This instrument was acknowledged before me this day of 2014, by as of TexStar Midstream Utility, LP who declared that they executed the same for the purposes therein stated and with proper authority to do so. Notary Public, State of Texas Revocable Easement TexStar Midstream Utility, LP 13 of 113 EXHIBIT A [METES AND BOUNDS] Revocable Easement TexStar Midstream Utility, LP 14 of 18 EXHIBIT B [PICTURE DIAGRAM OF SITE] Revocable Easement TexStar Midstream Utility, LP 15 of 18 EXHIBIT C INSURANCE REQUIREMENTS I. GRANTEE'S LIABILITY INSURANCE A. Grantee must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. Grantee must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Grantee must furnish to the City's Risk Manager and Director of Development Services, two (2) copies of Certificates of Insurance with applicable policy endorsements, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured for the General Liability and Auto Liability policies and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 day written notice of cancellation is required on all certificates or by policy endorsement Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY Iinclud C ommercial Broad Form 2. Premises -- Operations 3. Underground Hazard (if applicable) 4. Products/ Completed Operations Hazard 5. Contractual Liability 6. Independent Contractor 7. Personal Injury/ Advertising Injury $I,000,000 Per Occurrence $2,000,000 Aggregate UMBRELLA/EXCESS LIABILITY $ I0,000,000 Per Occurrence $10,000,000 Aggregate AUTOMOBILE LIABILITY I. Owned Vehicles 2. Hired and Non -owned Vehicles $ I,000,000 COMBINED SINGLE LIMIT POLLUTION LEGAL LIABILITY including; Third Party Remediation _ $5,000,000 Per Claim $5,000,000 Aggregate Revocable Easement TexStar Midstream Utility, LP 16 of 18 WORKERS' COMPENSATION All States Endorsement is Required if Not Domiciled in Texas EMPLOYERS' 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, Grantee must furnish the Risk Manager with copies of all reports related to this permit of such accidents within 10 days of any accident. II. ADDITIONAL REQUIREMENTS A. Grantee 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 required if Grantee is not domiciled in Texas. B. Grantee shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Grantee's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City. Grantee shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within I0 days of the requested change. Grantee 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 (36I) 826-3980 D. Grantee agrees that with respect to the above required insurance, alI insurance policies are to contain or be endorsed to contain the following required provisions: Revocable Easement TexStar Midstream Utility, LP 17 of 18 • Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement or comparable policy language, as respects operations, completed operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation and professional liability polices; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not Iess than ten (I0) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, Grantee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Grantee's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this agreement. F. In addition to any other remedies the City may have upon Grantee'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 Grantee to stop work hereunder until Grantee demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Grantee may be held responsible for payments of damages to persons or property resulting from Grantee's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Grantee's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this 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. TexStar Midstream Revocable Easement ins. req. 6/27/20I3 ds Risk Mgmt. Revocable Easement TexStar Midstream Utility, LP 18 of 18 TEXSTAR MIDSTREAM SERVICES LP. EXHIBIT "A" NUECES COUNTY, TEXAS 50 FOOT WIDE EASEMENT DESCRIPTION February 06, 2013 Sheet 2 of 2 DESCRIPTION: EASEMENT A 50 foot wide casement, being twenty five -feet (25) left of and twenty five -feet (25) right of a surveyed baseline as shown on Sheet 1 of 2 of this Exhibit "A", being situated in the Gregoria Farias Survey, Abstract No. 592, Nueces County. Texas, and out of a called 11963 acre tract of land (Tract 2b), awarded to The City of Corpus Christi by Judgement. in Cause No. 71, styled City of Corpus Christi vs. Clyde Jennings and Zelda Jennings, recorded in the Minutes of the County Court of Nueces County, Texas, said 50 foot wide easement being more particularly described along a surveyed baseline by centerline description as follows: BEGINNING (B.O.L) on the Northeast Zine of said 11963 acre tract and on the Southwest line of a called 4.726 acre tract of land described in a decd to the R. E. Stanley and wife Paula Stanley, recorded in Document No. 2006027304, Official Public Records, Nueces County, Texas (O.P.R.N.C.T.), from which a I -inch iron pipe found on the Northeast line of said 13.963 acre tract, same being the Southeast comer of a said 4.726 acre tract. bears: South 56°07'35" East. a distance of 21.81 feet; THENCE South 15°24'54" East, a distance of 645.82 feet; THENCE South 02°39'40" East, a distance of 495.74 feet to the Southwest line of said 13.963 acre tract, and the Northeast line of a called 4.92 acre tract of land, descnbed in a deed to The City of Corpus Christi, recorded in Volume 1370, Page 27 (D.R_N_C.T.), for the END OF THIS DESCRIPTION, and POINT OF EXIT (P.O.E), from which a 5.1 -inch iron rod found for the South corner of said 13.963 acre tract, bears: South 55'47'15" East, a distance of 89.98 feet. The above surveyed baseline traverses the said 13.963 acre tract for a total distance of 1,141.56 feet or 69.19 rods and containing 1.31 acres of land in said easement. All bearings and distances contained herein are grid, based upon the Texas State Plane Coordinate System, South Zone, of the North American Datum 1983, in U.S. Survey Feet. DESCRIPTION; TEMPORARY WORK SPACE: A Temporary Work Space out of said 13.963 acre tract of land, located West of and adjoining the West line of the previously described Easement as shown on Sheet 1 of 2, containing a total of 0.79 acre of land. Plat of even date accompanies this field note description. Topographic Land Surveyors 1400 Evcrman Parkway Suite 197 Fort Worth, TX 76140 Mork D. Bryant Sr., .L.S. No. 4360 February 06, 2013 Li...,i Ir.. w�..e33r/+e sem. .._51_�YeSLiZ! rlNw. rte. '73iI� likail�++turl�vSuly ry�u[.,H7 Cr._ 1G N Tx -NUE -09700 R. E STANLEY AND WIFE PAULA STANLEY DOCUMENT No 2006027304 CALLED 4 726 ACRES LESS 0.425 10 RAILROAD 0 P R N..'.1 SCALE 17•1 0' 100' 200' P.O.B. X=1270002.2 Y=17201958.4 EXHIBIT '" C. FAWAS SURVEY, ABSTRACT NO. 69Z NUECES COUNTY. TEZAS EASEMENT PLAT TOTAL LENGTH: 1141.56 FEET 0R 69.19 RODS TOTAL EASEMENT: 1.31 ACRES TEMPORARY WORKSPACE: 0.79 ACRE N Tx -NUE-068.00 ROBERT E. STANLEY. SR DOCUMENT No. 2007032025 LOT 4. BLK 4 FAR1AS GRANT SUBDMSION CALLED 1 78 ACRES j1 11 1 L* -1 k 1 11 ''SII DETNL NEW S+^4LE• r'.• SC' 4 4 w A Tx -NUE -091.00 TILE CITY of CORPUS CIIRISR CAUSE Na. 71 TRACT 26 CALLED 13.963 ACRES % UNE 2 UNE TABLE BEMENG 5 15'24'54' E 5 0239'40' E DGrANCE 64562' 495.74' .f • 5 TOPOGRAPHIC P.O.E X=1270196.9 Y=17200840.6 ammo • M1=ao • GS •l9P3 1400 BERM Y. Sm. 197 • R. TEIAS 76)46 TELEPHONE 61 744-7817 • FART a1 744-7646 • EQUISTAR EXTENTION TX -NUE -091.00 INT JC DATE: 02/06/13 FILEBLIRRAMIJ r[ 611 x TI DRAWN BY: S.M.E. .SHEET : 1 of 2 S 5S'4775 E 5/6 -INCH IRF. LEGEND • — - - — SURVEY/SECTION LINE SURVEYED BASELINE - - - - - CONTINUED BASEUNE/PIPELINE TRACT BORDER EDGE OF EASEMENT - - - - - TEMPORARY WORKSPACE ROAD WAY x— FENCE UNE \\— EXISTING PIPELINE — OHE — OVERHEAD ELECTRIC — • — - WATER UNE D POINT Of INTERSECTION • IRON R00 FOUND (LRF.) O LION PIPE FOUND lye l4. II it)1GG FOsY.Og 9? J)OL1p�?� o,4ryccRfs44, 2 R�Sr .• U , 438 9ti°A'eSS?{O Mork D. Bryant, Sr., FL.S. No. 4360 February 06, 2013 Feld note descrIpUon of man data accompanies this plat. REVISION: -no= 1 MEWL DOCUMENT 20C 69' x 14' 2. ALL EFAIINCS, 17I51ANCQ AND COOROs441E vOLUM CONTAINED HEREIN ARE CO MED UPON NE TEXAS STATE PEAK p6OR0s*1E 383704 mum zone, EMS. EMU FEET. NORTH AMERICAN 061UM 1563 IZR16T 3. ATION CAT46 17.048616.,6 MADE ONLY TO INE LOCATION O17.048616., N MAT= 10 INE CADENCE FOLND 6IWD A W FIELD 9UMEYY, LIME ON 714 GROOM. UNDER EIT SIWEHY610N, AID 0910 0OCNENTAT1011 PROMOED In 106TH MOSTREAM MN= LP. CRY LIDUTO /0L4,LE1T5 THAT WERE essIE ON TE 061E Or 7116 58968. MNR IOMO AAIO1661 E45ENENT. KAYE BEEN LOCATED AS 988)4 WREN Of MACH I HAVE KNOWLEDGE. TNS NO 15 LIa1ED TO 1SE PERMS 011 EWES WPM ON 11C FACE OF THIS FIAT AND 6 466-6WISTEEA16E, AND MADE FOR Ts! 76.4764c766 ONLY. 4. 60.14146.41.- 0076#744 Cf LIC/PCNT 06 a6GAINDIG 5. EILL/8OL - DD OF LUC/PO•Ir or ear 6. OAI.N.0.T ® OROCOIDS MI[C[S COUNT: 1003 7. 0.4N.C.T. - On64. RECORDS AuECES COL66. TOMS a 0PA.N.C.T - 07106. P11 IXC RED= M® MS ICOUNTY. TE DATE 9-3-13 k 1..'.ve01,4.4r4L M'a1r...4W_ #HcarCi“..CL4.D7IMFnA-r•.'.iL. J4.iT I[, [,nw+a.Lcruh>.]Yrti M.4.Err 2•Yrr..,rr, D Ji lr] 74.sr 44 40 REVOCABLE EASEMENT Amendment No. 1 (TexStar Midstream Utilitily, LP, Tract TX -NUE -92) THE STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES § That, the City of Corpus Christi, a Texas home -rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas, 78469-9277, ("Grantor") acting by its duly authorized City Manager, or designee, ("City Manager") in consideration of the sum of Ten Dollars ($10.00) to it in hand paid by TexStar Midstream Utility, LP, whose address is 18615 Tuscany Stone, Suite 300, San Antonio, Bexar County, Texas, ("Grantee"), the receipt of which is acknowledged, and the further consideration of "Grantee" complying with the City's Hazardous Substances, Liquids, and Gas Pipelines and Distribution System Ordinance, Article VII Chapter 35 Code of Ordinances, and City's pipeline ordinance, Article VII Chapter 49 Code of Ordinances, as amended, has GRANTED, SOLD, AND CONVEYED, and by these presents does GRANT, SELL, AND CONVEY, upon the conditions hereinafter stated unto the said TexStar Midstream Utility, LP, the right to relocate, install, operate, repair, replace, and maintain one refined products pipeline not to exceed twelve (12) inches in diameter, and one additional refined products pipeline not to exceed six (6) inches in diameter, together with appurtenant facilities including, but not limited to, valves, meters, regulators, cathodic protection, pigging facilities, test leads, and aerial markers for the transportation of natural gas, gaseous products, crude oil, and other hydrocarbons or minerals, whether in gaseous or liquid form, across, under and upon the land owned by Grantor described on the attached Exhibit A and shown on the attached Exhibit B. TO HAVE AND TO HOLD the same unto the Grantee its successors and assigns, together with the right to enter upon Grantor's tract of land as shown on the attached and incorporated Exhibit "A and B", for the purpose of relocating, installing, operating, repairing, replacing, and maintaining said Improvements under the following conditions. 1. Definitions: a) City means the City of Corpus Christi, a Texas home -rule municipal corporation. b) Grantor means City, and may be used interchangeably with City. c) City Manager means the City's City Manager or his designee. d) Director means City's Director of Engineering Services or his designee. e) Risk Manager means City's Director of Risk Management or his designee. Revocable Easement TexStar Midstream Utility, LP 1 of 18 f) City Attorney means City's City Attorney or his designee. g) Grantee means TexStar Midstream Utility, LP. h) Improvements means one refined products pipeline not to exceed twelve (12) inches in diameter, and one (1) additional refined products pipeline not to exceed six (6) inches in diameter, together with appurtenant facilities including, but not limited to, valves, meters, regulators, cathodic protection, pigging facilities, test leads, and aerial markers all within City property. i) Contractor means Grantee's agent to construct, maintain, replace, repair, or remove the Improvements. j) Exhibit A and B means the Exhibits, whether 1 or more pages, showing the locations where the Improvements enter or cross City property. k) City Utilities means the City's Water, Wastewater, Storm Water and Gas divisions. I) Franchisees' Preexisting Improvements means those improvements owned or operated by a franchise or licensee of the City that were in place prior to the Improvements installed under this Revocable Easement. m) Utilities Representative means the applicable City Utilities representative that needs to be notified (1) prior to routine construction or repair work or (2) prior to or concurrently with emergency repair work. During routine relocation, installation, operation, repair, replacement, and maintenance work the Utilities Representative will be the appropriate Water, Wastewater, Storm Water or Gas division foreman on duty. The City has Water, Wastewater, and Gas crews on duty or on-call 24 hours a day, 365 days a year. The Water Representative, the Wastewater Representative, the Gas Representative, and the Drainage Representative is the respective name for each division's authorized representative as set out above, and collectively called the Utilities Representative. n) Franchisee's Representative means the representative of a City franchisee or licensee that has preexisting Improvements within 2 -feet of the proposed Improvements that need to be notified (1) prior to routine construction or repair work or (2) prior to or concurrently with emergency repair work. During routine installation, maintenance, or repair work each franchisee's or licensee's representative (e.g. the SWBT Representative, Revocable Easement TexStar Midstream Utility, LP 2 of 18 the AEP Representative) will be contacted. The franchisee and licensee representatives are collectively called Franchisee's Representative. o) City Inspector means that person acting on behalf of a City Utility or the City Street Department inspecting the relocation, installation, operation, repair, replacement, and maintenance of the Improvements. p) Revocable Easement Area means that portion of City property upon which the Improvements will be installed, operated, repaired, replaced, and maintained. 2. Construction Standards. All work proposed by Grantee to install, repair, or replace the Improvements will equal or exceed Department of Transportation Pipeline Safety Standards as applicable (Title 49, Code of Federal Regulations, Part 192 - Transportation of Natural and other Gas by Pipeline, or Part 195 -Transportation of Liquids by Pipeline - latest revision) for the transportation of gas or liquids by the Improvements. 3. Compliance with Laws. In installing, operating, maintaining, repairing, or replacing the Improvements Grantee must comply with all applicable Federal, State, County, and City laws and ordinances, and all amendments thereto, and secure all necessary permits from the appropriate agencies, including but not limited to, City Ordinance No. 021776, approved on October 20, 1993, which provides for emergency response coordination for pipelines transporting hazardous substances, liquids, and gases, including information reporting requirements for existing and new pipelines. 4. Depth Limits and Water Transmission Pipeline Clearances . Grantee must install, replace, repair, and maintain the Improvements so that no portion of the pipeline will be any shallower than 36 -inches from existing ground or roadway pavement. Grantee will also maintain a minimum of twelve (12) feet clearance between Grantee's pipelines and any City water transmission pipelines. Grantee must notify the Texas One -Call at 1-800-245-4545, 1-800-DIG-TESS, and Southwestern Bell 1-800- 828-5127 for utility locations in the Revocable Easement Area at least 48 hours prior to the start of construction. 5. Crossing or Ditch Requirements. Prior to any repair or replacement of the Improvements, Grantee must provide protection at all road crossings or ditches, by either casing, extra pipe wall thickness, concrete jacketed pipe, or other means approved by the Railroad Commission or Federal D.O.T. as applicable, and Grantee must identify the method on the construction plans. Grantee will maintain a minimum clearance of ten (10') feet between Grantee's pipelines and Grantor's concrete lined drainage channel located on Grantee's construction drawing, Sheet 6, Station 278+00. 6. Operating Pressure. Grantee's maximum operating pressure for the Improvements must not exceed design limitations as set forth in the Railroad Revocable Easement TexStar Midstream Utility, LP 3 of 18 Commission or Federal D.O.T. regulations for the size and type of line to be installed and operated. 7. 60 Dav Revocation. Grantee understands and agrees that the right and easement herein granted may be revoked at any time by the City of Corpus Christi acting through its City Manager, and Grantee may be required to remove the Improvements at Grantee's sole expense upon 60 days' notice in writing. If Grantee is in violation of Department of Transportation or Railroad Commission laws, rules, or regulations, or City ordinances, Grantee will be given written notice of the violation and 30 days from receipt of such notice to commence to cure the stated violations, within the overall 60 day period. If after the 30 day cure period has expired and Grantee has not cured the violations, this Revocable Easement may be revoked and Grantee may be required to remove the Improvements upon 30 days' notice in writing: provided however that if Grantee has commenced to cure the stated violation but has not completed same with the 30 day cure period, Grantee may proceed to cure such violation and this Revocable Easement shall not be revoked. 8. Improvements Markers. Grantee will place markers at the points where such Improvements enter or leave a public street or drainage right-of-way or other City property. Such markers must be of permanent construction bearing Grantee's name and emergency telephone number and placed on the edge of the public right-of-way. 9. Assignability. This Revocable Easement, and all its terms and conditions, bind and inure to the benefit of Grantor and Grantee and their respective lessees, licensees, successors, and assigns. Grantee may assign this Revocable Easement to any person, firm, corporation, partnership, or other entity, with the prior written consent of Grantor's City Manager, which consent will not be unreasonably withheld. Any assignment must provide that the assignee unconditionally assumes all the duties and obligations of assignor upon the same terms and conditions as set out in this Revocable Easement, which assumption of duties and obligations is partial consideration for Grantor's consent to the assignment. 10. Construction Drawings & As-Builts. Grantee must provide Director with a set of construction plans for all work proposed for the Improvements located within the Revocable Easement Area, one month prior to the start of construction, for Director's review and approval. The plans will tie the centerline of the proposed Improvements to the centerline of the Revocable Easement Area. Any centerline improvements will also be tied to the existing utility centerlines. The Grantee must provide the Director with a complete depth profile, distance, and location of its Improvements from existing City utilities, other franchised utilities, and other pipelines, that fall within the Revocable Easement Area. The Grantee is advised that centerline of proposed Improvements must have a minimum centerline to centerline horizontal distance as shown in the table below: Water - 60" TimeWarner - 12" KMC - 12" Wastewater - 18" SWB - 12" ICG - 12" Gas - 18" AEP (CPL) - 12" Grande(ClearSource) - 12" Revocable Easement TexStar Midstream Utility, LP 4 of 18 Storm Water - 18" ESPIRE- 12" Caprock - 12" The Grantee must provide the Director with a 24"x36" size reproducible set of as -built drawings of the Improvements within 60 days after completion of construction; failure to do so may result in Grantee's Revocable Easement being forfeited by the City. 11. Insurance. The Grantee must not commence work under this Agreement until it and its Contractor have obtained through self-insurance or insurance policies required herein and proof of such insurance as evidenced by the Certificate of Insurance has been submitted to and approved by the Risk Manager. The required type and amount of required insurance coverage is specified in the attached and incorporated Exhibit "C". The Grantee and its Contractor, if any, must have and maintain Commercial General Liability Insurance during the entire construction phase of the project. When construction is finished and the Improvements completed the Grantee must have and maintain Commercial General Liability Insurance through self- insurance or insurance policies for the entire duration of this Revocable Easement and for so long as Grantee's Improvements are located in or upon property of the Grantor. This provision shall survive termination or expiration of this Revocable Easement. The contractual liability portion of this insurance must be broad enough to cover the indemnity agreement in this Agreement. Such policies of insurance must include the City as an additional insured with respect to any liability arising out of the Grantee's and its Contractor's use or maintenance of the Improvements in the Revocable Easement Area. The insurance policies specified must include an endorsement stating that the insurance company(ies) must give the Director 30 days written notice by certified mail, before any policy covered thereby is canceled, not renewed, or materially changed. Copies of all insurance policies from Grantee and Contractor must be provided to City Attorney within 30 days after City Manager's reasonable written request therefor. Grantee and Contractor, if applicable, must provide copies of all insurance policies to the City Attorney within 30 days of the City Manager's reasonable request therefor if an incident -relating to the Improvements or Grantee's operations hereunder -occurs that reasonably appears to be covered by such insurance. If such copies are requested and provided, Grantee may mark the information in Grantee's policies that Grantee believes is confidential or proprietary. If City is requested to provide all or part of Grantee's insurance policies to third parties, City will timely forward the records to the Attorney General for a determination whether the records are "Open Records" under the Texas Open Records Act. City will contemporaneously notify Grantee of the open records request so that Grantee may participate in any available procedures and take steps it believes necessary to protect the nature of the confidential or proprietary information. 12. Indemnity. Grantee must fully indemnify the City of Corpus Christi, its officers, employees and agents ("Indemnitees") against any and all liability, damage, Toss claims, demands, and actions of any nature whatsoever on account of personal injuries (including without limitation, workers; compensation and Revocable Easement TexStar Midstream Utility, LP 5 of 18 death claims), or property loss or damage of any kind, or any other kind of damage which arise or are claimed to arise out of or in connection with the Grantee's or Grantee officers', agents', and employees' ("Grantee's Agents' ") negligent acts or omissions or acts of intentional or willful misconduct in their respective installing or marking of the Improvements or other construction, operation, maintenance, repair, control, or use of the Improvements or the Revocable Easement Area, including but not limited to, those damages arising out of Indemnitees' intentional or negligent acts in cutting or causing to be cut the Improvements during installation, repair, replacement, maintenance, or operation of City utilities located in or adjacent to the Revocable Easement Area; and including but not limited to those damages arising out of the Grantee's or Grantee's Agents' intentional or negligent acts in cutting or causing to be cut City utility lines during Grantee's or Grantee's Agents' use of the Revocable Easement Area. This provision shall continue so long as Grantee's Improvements are located on City property. 13. Repairs to City's Improvements or Franchisees' Preexisting Improvements. Grantee will repair, or cause to be repaired, any damage its construction, operation, repair, relocation, replacement or maintenance of the Improvements causes to a City street, sanitary sewer, storm sewer, gas, drainage facility, or to a Franchisees' Preexisting Improvements if the City Improvements or Franchisees' Preexisting Improvements were in place prior to Grantee's initial installation of the Improvements. 14. Abandonment of pipeline. Grantee may leave abandoned pipe in place unless the Director requires the Grantee to remove the abandoned pipe to facilitate city operations or protect the public safety. Upon notice from the Director, Grantee shall promptly remove the specified abandoned Improvement. If a Grantee abandons Improvements, the Grantee remains responsible for the safe condition of the Improvements after the pipe is abandoned, The City will not assume ownership or control over the abandoned Improvements, and the City assumes no responsibility for their maintenance and safety, unless the City in writing accepts a particular facility. Subsection 49-97(e) of the City Code of Ordinances continues to apply to any pipe, facilities and appurtenances not removed by Grantee after abandonment. If Grantee removes any pipe, facilities or appurtenances, the Grantee shall restore the City property, at the sole cost of the Grantee, under subsection 49-97(c) of the City Code of Ordinances. 15. General Conditions. a) Recordation. City will file the Revocable Easement at the Nueces Revocable Easement TexStar Midstream Utility, LP 6 of 18 County Courthouse and Grantee will reimburse City for the recording fees. b) Notification and Verification. Contractor must verify depth and locations of City Utilities, and all Franchisees' Preexisting Improvements in or near the Revocable Easement Area 48 hours prior to commencing any routine construction or repair work, other than bona fide emergency repairs which must be reported to the appropriate Utilities Representative(s), the Street Superintendent, and the appropriate Franchisee's Representative(s) immediately upon Grantee's knowledge of the need for repairs. Contractor must notify the Utility Water Representative Wastewater Representative Gas Representative Street Superintendent Storm Water Superintendent Traffic Signal & Fiber Optic Texas One Call 1-800-DIG-TESS Representatives at: - 361 - 857-1888 (880-3140, - 361 - 857-1818 (880-3140, - 361 - 885-6900 (885-4396, - 361 - 857-1940 (886-2600, - 361 - 857-1881 (880-3140, - 361 - 857-1940 (886-7452, - 361 - 1-800-245-4545 - 361 - 1-800-344-8377 after hours) after hours) after hours) after hours) after hours) after hours) and the Franchisee's Representative(s) at: SWBT - 361 - 881-2511 (1-800-824-4424, after hours) AEP (CP&L) - 361 - 299-4833 (693-9444, after hours) Time Warner - 361 - 857-5000 (857-5060, after hours) Grande (ClearSource) Espire (Fiber Optic) KMC (Fiber Optic) ICG (Fiber Optic) Caprock (Fiber Optic) - 361 - 814-1500 (334-3000, after hours) - 880-5934 (pager, 850-2652, after hours) - 504 - 733-3900 (pager, 1-800-676-9407) - 361 - 561-3204 (361-774-3889, after hours) - 972 - 702-7924 to verify depths, locations, and time of beginning construction or repair The Utility Representatives, the Street Superintendent, and the Franchisee's Representatives may have a representative present during Grantee's construction, repair, or emergency repair operations. c) Permit. 48 hours prior to commencing any routine construction or repair work, and by 9 a.m. the next work day for emergency repairs, the Grantee will apply to the Director or his designee for a permit before disturbing part of the Revocable Easement Area. Grantee must perform the work in accordance with the permit and all applicable federal, state, and local laws and regulations. Revocable Easement TexStar Midstream Utility, LP 7 of 18 Contractor must not leave trenches or pits in the Revocable Easement Area open overnight unless Contractor provides adequate safety and security devices to prevent possible injuries or accidents. All trenches or pits must be backfilled as soon as possible, the backfill properly compacted, the surface restored, and the work all done in a neat and workmanlike manner. No bore pits may be left open longer than 14 calendar days regardless of location. Barrel type barricades will be placed adjacent to all pits. At a minimum the following items will be included in the permit: i) Bore. Grantee's pipelines crossing the Revocable Easement Area will be dry or slick bored. Wet or slick bore may be approved by the Director if the Grantee will provide the Director or "Designee" sufficient and satisfactory soil analysis information to support the wet bore. ii) Open -Cut. Grantee or its Contractor must saw cut any existing concrete and asphalt down to sub -base, and replace with new concrete or asphalt. The pavement repair must consist of 5 -inches of compacted Hot Mix Asphalt Concrete (HMAC) Type D to be placed in two lifts, i.e., 3 -inches and 2 -inches or two lifts of 2.5 -inches. The HMAC pavement must extend over the existing base for a width of 12 - inches on either side of trench cut. Subgrade will be trenched with some prime coat MC -70 at 0.15 gal./sy. Final backfill shall consist of cement stabilized sand containing a minimum of 2 sacks of Standard Type I Portland cement per cubic yard of sand in street right-of-way where asphalt concrete pavement has been cut and surface. Pavement will be restored as described five feet on each side of cut centerline, such that no settlement will occur in roadway area. Grantee will encase the Improvements in sand, with a minimum of 8 -inches around the Improvements. d) Uncovering City Utilities. A City Inspector has the authority to request Contractor to uncover a Utility Line in the Revocable Easement Area to verify its depth or location. If the proposed Improvements cross an existing transmission main (16" diameter and above), the Contractor will uncover the main at the point of intersection with the Improvements, with a Utilities (Water) Representative on-site during excavation. This excavation will occur 24 hours prior to start of construction of that portion of the Improvements that intersect the transmission main. If the proposed Improvements cross a City Utility, Grantee must maintain Revocable Easement TexStar Midstream Utility, LP 8 of 18 a 3 -foot vertical separation; however Grantee must maintain a twelve (12) foot vertical and 5 -foot horizontal separation around all water transmission mains. Grantee must properly compact backfill around all existing City Utilities in accordance with all City constructions standards, including City Water Distribution System Standards, paragraph 15(c), and the City Inspector's request. Contractor must take every precaution to not disturb the soil surrounding the existing City Utilities, including any and all thrust blocks. If Contractor's work on the Improvements damages a Waterline, as determined by the Water Representative, a Water crew must be immediately allowed access to the Revocable Easement Area to make all repairs. All City's costs (labor and equipment) associated with the Waterline repairs will be paid by the Grantee within 30 days after City sends Grantee an invoice. The Water Representative will determine the extent of damage to the Waterline and the type of repair necessary. If Contractor's work on the Improvements damages a City Utility line and soil or sand enters service lines and causes damage to residential or non- residential plumbing, Grantee must resolve the damage issue with the individual owners, including all costs associated with resolution. e) City Inspectors. While work is being done within the Revocable Easement Area, including without limitation work around any existing Water main, Contractor must pay for each City Inspector's time at the Revocable Easement Area at a daily rate of $301.31 for each day spent inspecting construction, maintenance, repair, replacement, or relocation of said Improvements. A half-day - 4 or more hours of work - constitutes a whole working day for purposes of calculation. Any time in excess of 8 hours a day, or on Saturday, Sunday, and Holidays, is calculated at a daily rate of $56.49 per hour. Grantee must pay these funds to the appropriate City Department within the City as allocated by the Director. The daily rate and overtime charges may be changed by the Director each August 1 based upon the average wages of the City Inspectors. The new charges will be on file with the Director. f Drainage, grading, and erosion. Contractor must maintain proper drainage at all times, including without limitation at the end of each work day, in all drainage ditches impacted by the construction, maintenance, repair, replacement, or operation of the Improvements. After completion of, or in the event of repair or replacement of, the Improvements Contractor must reshape and grade, and sod if applicable, Revocable Easement TexStar Midstream Utility, LP 9 of 18 drainage ditches to a correct and permanent condition as determined by the Director. If the drainage ditch is concrete there will be no grading, etc., but the ditch must be repaired to its previously existing condition as determined by the Director. If there is any erosion of roadway or private property due to loss of existing vegetation along the banks of the drainage ditches, or from any other condition due to disturbing the soil along the Revocable Easement Area caused by Grantee relocating, installing, operating, repairing, and replacing the Improvements, Grantee must resolve the damages issue with the individual owners, including all costs associated with resolution. g) Damages to structures. If there is any damage to driveways, culverts, head walls, and any other structure, public or private, caused by Grantee relocating, installing, operating, repairing, and replacing the Improvements, Grantee must resolve the damages issue with the individual owners, including all costs associated with resolution. h) Equipment and materials. Grantee may not store or leave overnight any equipment or material in City property. Grantee's equipment or stock pile of material on private property, or on City right-of-way during the day, must not obstruct the vision of vehicles or pedestrians for 500 feet either direction from a street intersection or driveways onto a street. i) Aesthetics. To preserve and protect trees, shrubbery, and other aesthetic features on the street right-of-way and on City property, the Director may specify the extent and methods of tree removal, tree trimming, or replacement, and replacement of other aesthetic features, including specifying the methods of installing the Improvements. The Director will use due consideration in establishing the value of trees and other aesthetic features in the proximity of the proposed Improvements and any special requirements justified by the value of the trees and other aesthetic features. j) Testing. City Inspector determines when laboratory testing will be required, the number, location, and frequency of testing. All testing is at the Contractor's expense. k) Safety. The City Inspector may request any other conditions that may be required to complete this project in a safe and workmanlike manner. 1) Guarantee. Grantee's workmanship and materials must comply with all applicable City Standards and all work must be guaranteed by the Revocable Easement TexStar Midstream Utility. LP 10 of 18 Grantee for a one-year period from the date Grantee provides the reproducible, as -built drawing required by Section 10, to the Director. m) Notification of Leaks. Grantee must notify Director of any spills and leaks within the Revocable Easement Area within two business days after Grantee is aware of the spill or leak. Grantee must pay for all remediation costs related to its Improvements spills or leaks within the Revocable Easement Area. Grantee must provide Director a remediation plan that complies with all applicable federal, state, and local rules and regulations at the time of discovery of the leak or spill. The City Manager may investigate the condition and extent of the leaks and spills. 16. City use of Revocable Easement Area. All rights granted Grantee, are subordinate to all uses as the City may make of such Revocable Easement Area, and street right-of-ways for public purposes, and any drainage right-of-way for State, County, for City purposes. 17. Sale of Natural Gas - Restrictions. Grantee is expressly prohibited from the sale or distribution of natural gas to consumers, whether industrial, commercial or residential, except AEP (Central Power & Light Company), which consumers are located within the city limits of the City of Corpus Christi as may be amended from time to time. It is expressly provided that, as used in this paragraph, the sale of "natural gas" does not include the intercompany sale or transfer by or between two or more business entities of fuel gas or fuel in any form used and consumed in the fractionation, heating, distilling, producing or manufacturing process, of the petro -chemical industry. It is mutually understood and agreed that this Agreement, as written, covers all covenants, agreements, and stipulations between the parties and that no representations or statements, written or oral, have been made modifying, adding to, or changing the terms hereof, and that any party securing this conveyance on behalf of Grantee is without authority to make representation, stipulation, covenant or agreement not herein expressed. This Revocable Easement for this tract of land substitutes and revises the Revocable Easement for this tract of land authorized by Corpus Christi City Council on September 17, 2013 by Ordinance 029956. Executed this the day of , 2014 Revocable Easement TexStar Midstream Utility, LP 11 WS GRANTOR ATTEST: THE CITY OF CORPUS CHRISTI By: City Secretary Ron L. Olson, City Manager APPROVED S TO LEGAL FORM: day of , 2014 By: , Assistant City Attorney THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2014, by Ron L. Olson, City Manager, of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public, State of Texas Revocable Easement TexStar Midstream Utility, LP 12 of 18 GRANTEE The above and foregoing REVOCABLE EASEMENT is accepted this the day of , 2014, by , in their capacity as of TexStar Midstream Utility, LP, the Grantee herein, and Grantee agrees to keep and perform the conditions imposed by the Revocable Easement as amended. TexStar Midstream Utility, LP By: Name: Title: THE STATE OF TEXAS COUNTY OF § § This instrument was acknowledged before me this day of 2014, by as of TexStar Midstream Utility, LP who declared that they executed the same for the purposes therein stated and with proper authority to do so. Notary Public, State of Texas Revocable Easement TexStar Midstream Utility, LP 13 of 18 EXHIBIT A [METES AND BOUNDS] Revocable Easement TexStar Midstream Utility. LP 14of1B EXHIBIT B [PICTURE DIAGRAM OF SITE] Revocable Easement TexStar Midstream Utility, LP 15 of 18 EXHIBIT C INSURANCE REQUIREMENTS I. GRANTEE'S LIABILITY INSURANCE A. Grantee must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. Grantee must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Grantee must furnish to the City's Risk Manager and Director of Development Services, two (2) copies of Certificates of Insurance with applicable policy endorsements, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured for the General Liability and Auto Liability policies and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 day written notice of cancellation is required on all certificates or by policy endorsement Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY (including): 1. Commercial Broad Form 2. Premises — Operations 3. Underground Hazard (if applicable) 4. Products/ Completed Operations Hazard 5. Contractual Liability 6. Independent Contractor 7. Personal Injury/ Advertising Injury $I,000,000 Per Occurrence $2,000,000 Aggregate UMBRELLA/EXCESS LIABILITY $I0,000,000 Per Occurrence $I0,000,000 Aggregate AUTOMOBILE LIABILITY 1. Owned Vehicles 2. Hired and Non -owned Vehicles $1,000,000 COMBINED SINGLE LIMIT POLLUTION LEGAL LIABILITY including; Third Party Remediation $5,000,000 Per Claim $5,000,000 Aggregate Revocable Easement TexStar Midstream Utility. LP 16 of 18 WORKERS' COMPENSATION All States Endorsement is Required if Not Domiciled in Texas EMPLOYERS' LIABILITY Which Complies With The Texas Workers' Compensation Act And Paragraph Ii Of This Exhibit $500,000/$500,000/S500,000 C. In the event of accidents of any kind, Grantee must furnish the Risk Manager with copies of all reports related to this permit of such accidents within 10 days of any accident. II. ADDITIONAL REQUIREMENTS A. Grantee 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 required if Grantee is not domiciled in Texas. B. Grantee shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Grantee's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City. Grantee shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within I0 days of the requested change. Grantee shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 (361) 826-3980 D. Grantee agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: Revocable Easement TexStar Midstream Utility, LP 17 of 18 • Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement or comparable policy language, as respects operations, completed operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation and professional liability polices; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not less than ten (I0) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, Grantee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Grantee's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this agreement. F. In addition to any other remedies the City may have upon Grantee'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 Grantee to stop work hereunder until Grantee demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as Iimiting in any way the extent to which Grantee may be held responsible for payments of damages to persons or property resulting from Grantee's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Grantee's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this 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. TexStar Midstream Revocable Easement ins. req. 6/27/20I3 ds Risk Mgmt. Revocable Easement TexStar Midstream Utility, LP 18 of 18 TEXSTAR MIDSTREAM SERVICES LP. EXHIBIT "A" NUECES COUNTY, TEXAS 50 FOOT WIDE EASEMENT DESCRIPTION February 08, 2013 Sheet 2 of 2 DESCRIPTION: EASEMENT A 50 foot wide easement, being twenty five -feet (25) left of and twenty five -feet (25) right of a surveyed baseline as shown on Sheet 1 of 2 of this Exhibit "A", being situated in the Gregorio Farias Survey, Abstract No. 592, Nueces County, Texas, and out of a called 4.92 acre tract of land, described in a deed to the City of Corpus Christi, recorded in Volume 1370, Page 27, Deed Records, Nueces County, Texas (D.R.N.C.T), said 50 foot wide easement being more particularly described along a surveyed baseline by centerline description as follows: BEGINNING (B.O.L) on the Northeast line of said 4.92 acre tract and on the Southwest line of a called 13.963 acre tract of land awarded to The City of Corpus Christi by Judgement, in Cause No. 71, styled City of Corpus Christi vs. Clyde Jennings and Zelda Jennings, recorded in the Minutes of the County Court of Nueces County Texas, from which a 518 -inch iron rod found for the South corner of said 13.963 acre tract. bears: South 55°47'15" East, a distance of 89.98 feet: THENCE South 02°39'40" East, a distance of 248.27 feet to the Southwest line of said 4.92 acre tract, and the most Westerly Northwest line ofa called 18.87 acre tract of land ( less 0.98 acre), described in a deed to Charles W. Bickham, recorded in Document #1996017928, Official Public Records, Nueces County, Texas (O.P.R.N.C.T.), for the END OF THIS DESCRIPTION, and POINT OF EXIT (P.O.E), from which a 3/4 -inch iron pipe found for the South comer of said 4.92 acre tract, bears: South 56°00'I5" East, a distance of 752.23 feet. The above surveyed baseline traverses the said 4.92 acre tract for a total distance of 248.27 feet or 15.05 rods, and containing 0.28 acre of land in said casement. All bearings and distances contained herein are grid, based upon the Texas State Plane Coordinate System, South Zone, of the North American Datum 1983, in U.S. Survey Feet. DESCRIPTION: TEMPORARY WORK SPACE: A Temporary Work Space out of said 4.92 acre tract of land, located West of and adjoining the West line of the previously described Easement as shown on Sheet 1 of 2, containing a total of 0.17 acre of land. Plat of even date accompanies this field note description. Topographic Land Surveyors 1400 Everman Parkway Suite 197 Fort Worth, TX 76140 Mark D. Bryant Sr., =.P,L.S. No. 4360 February 08, 2013 dOhnhert. .., 1 EASEMENT rioasaPicE j 5' J`- q• tei 0 0 � w in z tn cea� r+10 co 6U • 4 nLaw Nw0 2 N O z 8 0 (aovoa a 3LJ WflOSS1N) �oa7roa ouovd mown nosy si 11 111110 11 1:611 PI 141 4 ilibilIN le 401 P11;1111 404flitiliii Ill 11100 bAyy M1 Z 0.8 File :\Mproject\councilexh\pipelineeasementland.dwg TRACT 92 VICINITY MAP REVOCABLE PIPELINE EASEMENT TO TEXSTAR MIDSTREAM UTILITY, LP G. Farias Survey, Abstract No 592 Nueces County, Texas CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF CAPITAL PROGRAMS PAGE: 1 of 1 AGENDA MEMORANDUM Future item for the City Council Meeting of December 9, 2014 Action item for the City Council Meeting of December 16, 2014 DATE: November 12, 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 THRU: 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 Engineering Construction Contract Citywide Signage Upgrade CAPTION: Ordinance appropriating $189,229.31 of anticipated revenues from the Texas Department of Transportation in the No. 1041 Street Fund; amending FY 2014-2015 Operational Budget adopted by Ordinance No. 030294 to increase revenues and expenditures by $189,229.31 each; and authorizing the City Manager, or designee, to execute a construction contract with ACM HUB, LLC of San Antonio, Texas in the amount of $236,536.64 for the Citywide Signage Upgrade (Street Preventative Maintenance Program Project) for the total base bid. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute the construction contract with ACM HUB, LLC for Citywide Signage Upgrade (Street Preventative Maintenance Program project). BACKGROUND AND FINDINGS: As part of the Street Preventative Maintenance Program (SPMP), all roadway signage is being unified and brought up to current City of Corpus Christi (City) standards. The City was notified of available Metropolitan Planning Organization (MPO) funding available for roadway signage upgrades and on July 15, 2014, the City entered into an Advanced Funding Agreement with the Texas Department of Transportation (TXDOT) (approved by City Council Resolution No. 030223) for additional funding to supplement the SPMP project. This project includes the roadway signage for collector and arterial roads as identified in Delivery Order Nos. 1 - 5 in the City of Corpus Street Preventative Maintenance Program. Signs considered will be within 15 -feet of intersecting streets. These upgrades consist of signage assemblies and aprons to meet TXDOT and City standards with all street name blades being 9 -inch extruded with the first letter capitalized. As per the Advance Funding Agreement, the federal funding will be administered through TXDOT and will cover 80% of the construction cost of this project. The City will be responsible for the remaining cost of this project to include the 20% construction match and all other project related costs. The limits of the Federal Governments obligation under this contract will not exceed $303,800. This work is part of SPMP Year 1 approved program. On September 29, 2014, the City received proposals from three (3) bidders and the bidders and their respective bids are as follows: Contractor Base Bid ACM HUB, LLC San Antonio, Texas $236,536.64 Highway Barricades and Services, LLC Corpus Christi, Texas $269,025.00 D&G Energy Corporation McAllen, Texas $313,594.00 The City's consultant, Govind Development, LLC, conducted a bid analysis of the three (3) proposals submitted to the City. Govind Development, LLC determined that the lowest bidder based on the Total Base Bid is ACM HUB, LLC of San Antonio, Texas. Based on the information submitted, ACM HUB, LLC has the experience and resources to complete the project. ALTERNATIVES: 1. Authorize execution of the construction contract. 2. Do not authorize execution of the construction contract. (Not Recommended) OTHER CONSIDERATIONS: These improvements are part of the current year SPMP approved work plan. This contract will utilize federal funding to supplement the City's dollars to accomplish the required improvements. CONFORMITY TO CITY POLICY: Conforms to statutes regarding construction procurement criteria. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Street Department FINANCIAL IMPACT: Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Budget $0.00 $317,369.64 $0.00 $317,369.64 Encumbered / Expended Amount $0.00 $0.00 $0.00 $0.00 This item $0.00 $236,536.64 $0.00 $236,536.64 Future Anticipated Expenditures This Project $0.00 $80,826.29 $0.00 $80,826.29 BALANCE $0.00 $6.71 $0.00 $6.71 Fund(s): Street Operational Fund Comments: None RECOMMENDATION: City staff recommends that the construction contract be awarded to ACM HUB, LLC of San Antonio, Texas in the amount of $236,536.64 for the Citywide Signage Upgrade (Street Preventative Maintenance Program Project) for the total base bid. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Ordinance Presentation PROJECT BUDGET Citywide Signage Upgrade Street Preventative Maintenance Program FUNDS AVAILABLE: TxDOT 80% Participation for Construction - MPO Funds $189,229.31 Street Preventative Maintenance Program - City 20% Participation for Construction 47,307.33 Street Preventative Maintenance Program 80,833.00 Total Funds Available $317,369.64 FUNDS REQUIRED: Construction: Construction (ACM HUB, LLC) $236,536.64 Contingency (5%) 11,826.83 Texas Department of Transportation Advance Funding Agreement 7,665.00 Construction Inspection (In House) 9,500.00 Construction Materials Testing (Tolunay Wong Engineers) 3,920.00 Design Fees: Govind Development (Original and Amendment No. 1) 34,564.46 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance) 4,775.00 Engineering Services (Project Mgmt/Constr Mgmt/Land Acq Svcs) 5,575.00 Misc. (Printing, Advertising, etc.) 3,000.00 Total Funds Required $317,362.93 ESTIMATED PROJECT BUDGET BALANCE $6.71 * This work is part of SPMP Year 1 approved program. Page 1 of 2 ORDINANCE APPROPRIATING $189,229.31 OF ANTICIPATED REVENUES FROM THE TEXAS DEPARTMENT OF TRANSPORTATION IN THE NO. 1041, STREET FUND; AMENDING FY 2014-2015 OPERATIONAL BUDGET ADOPTED BY ORDINANCE NO. 030294 TO INCREASE REVENUES AND EXPENDITURES BY $189,229.31 EACH; AND AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE A CONSTRUCTION CONTRACT WITH ACM HUB, LLC OF SAN ANTONIO, TEXAS IN THE AMOUNT OF $236,536.64 FOR THE CITYWIDE SIGNAGE UPGRADE (STREET PREVENTATIVE MAINTENANCE PROGRAM PROJECT) FOR THE TOTAL BASE BID. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. An amount of $189,229.31 in anticipated revenues from the Texas Department of Transportation is appropriated in No. 1041 Street Fund. SECTION 2. The FY 2015 Operating Budget adopted by Ordinance No. 030290 is changed to increase revenues and expenditures in the amount of $189,229.31 each. SECTION 3. The City Manager or designee is authorized to execute a construction contract for the Citywide Signage Upgrade project in the amount of $236,536.64 with ACM HUB, LLC of San Antonio, Texas as part of the Street Preventative Maintenance program for the total base bid. ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Ordinance Citywide Signage Upgrade 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: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Ordinance Citywide Signage Upgrade Nelda Martinez Mayor Street Listing City of Corpus Christi, Texas Citywide Signage Upgrade Citywide Signage Upgrade will include the roadway signage for collector and arterial roads as identified in Delivery Order Nos. 1 - 5 in the City of Corpus Street Preventative Maintenance program. Signs considered will be within 15 -feet of intersecting streets. These upgrades will consist of signage assemblies and aprons to meet TXDOT and City standards with all street name blades being 9 -inch extruded with the first letter capitalized. Below are the 32 streets (approximately 475 signs) identified for these improvements and as shown on the Location Maps. Delivery Order No. 1 1. Baldwin Boulevard from Airport to Morgan 2. Nineteenth Street from Hospital to Buford 3. Agnes Street from Shawnee to Baldwin Boulevard 4. Port Street from Sonora to Baldwin Boulevard 5. Angela Street from Horne Road to West Point 6. Eighteenth Street from Isabel to Prescott 7. Comanche from Port Avenue to Palm Street Delivery Order No. 2 8. Waldron Road from Claire to Padre Island Drive 9. Graham Road from Meeks to Flour Bluff Drive 10. Compton Road from Waldron Road to First National 11. Yorktown Boulevard from Oso Creek Bridge to Flour Bluff Drive 12. Matlock Street from Behrman to McIver 13. St. Francis Street from St. Benedict Court to Dominic Court 14. Glenoak from Flour Bluff Drive to Waldron Road Delivery Order No. 3 15. Yorktown Boulevard from Starry to Oso Creek Bridge (East) 16. Cedar Pass Drive from Sun Valley Drive to Holly Ridge 17. Cedar Pass Drive from Holly Ridge to Aspen Grove 18. Sun Valley Drive from Snowmass Street to Eldora Drive 19. Woodway Drive from Brookedge to Windbrook Lane 20. Everhart Road from Holly Road to May Street 21. Sanders Drive from Coody Drive to Snead Drive 22. Dunbarton Oak from Patti Drive to Sudbury Road 23. Dunbarton Oak from Durham Drive to Earnhart 24. Victoria Park from Quebec to Oso Parkway 25. Spohn South from Saratoga Boulevard to Spohn Drive Delivery Order No. 4 26. Lipan Street from Palm Drive to Nineteenth Street 27. Elizabeth Street from Second Street to Fifth Street 28. Leopard Street from Nueces Bay to Up River Road Delivery Order No. 5 29. Bear Lane from Junior Beck to Heinsohn Road 30. Columbia Street from Horne Road to Villarreal Street 31. Weber Road from Barnes Street to Bradford 32. Gollihar Road from Cottage to Townsend lot 8LVD 11I vsmyttvinwohlypii two* win won' a.k:i 'Fair pvium I gag./ I to1 th -- r��w���w111 Ir :h1iuliiu i�i�1II � �r \V \N 1101 All I'A'hh' ufitli[nnlmE6iuIIuu MMIlll■frro ■1111[1_.� _ II I._ 171.... uInuls�t���= ���=�� "ae ITT-� ° mami- -ice 6h 0 O Q z Lu Lu cc 0 rat LOCATION MAP NOT TO SCALE Citywide Signage Upgrade - Street Preventative Maintenance CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 1 OF 3 wiwoo����� � Firmingros NIL"...„,A,,lailipiadokiimulio Dimm4iihillimiim illind►4"1Illlllrkt'_, ",s% ru to k %l II���'► 1 pig lin MCARDLE RD ---1 iiiii tI Aiskttit �tuumimmui— il,. EIREENEWIlliullinlik S PADRE ISLAND DR 111111.11 358 cc CC w WOOLDRIDGE RD 151 L i CATION MAP NOT TO SCALE Citywide Signage Upgrade - Street Preventative Maintenance CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 2 OF 3 11111011.1. MEW OCEAN, mum FRI SH 358 a 11" ■■■i■J t��� J241; G ft J imm 411111:11inmonwia- remeimak 11 DIVISIC 111 WOOLDRIDGE RD LL 0 00 ■ I HF TS v 0 15 L 0 u. RAMFIELD RD LOCATION MAP NOT TO SCALE 0 Oc Citywide Signage Upgrade - Street Preventative Maintenance CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 3 OF 3 Corpus Chr sti Capital Programs Citywide Signage Upgrade (Street Preventative Maintenance Program) Council Presentation December 9, 2014 Project Scope c.44 Corpus Chr sti Capital Programs • Bid received and opened on September 29, 2014. • Includes removal and installation of new roadway signs for collector and arterial roads as identified herein. • Improvements include sign assemblies, foundations, and aprons to meet TXDOT and City standards. • 80% construction cost reimbursement from Federal funds based on the bids received equal to $189,229.31. • City Staff recommends responsive bid from ACM HUB, LTD of San Antonio in the amount of $236,536.64. Project Scope Corpus Chr°sti Capital Programs Delivery Order No. 1 1. Baldwin Boulevard from Airport to Morgan 2. Nineteenth Street from Hospital to Buford 3. Agnes Street from Shawnee to Baldwin Boulevard 4. Port Street from Sonora to Baldwin Boulevard 5. Angela Street from Horne Road to West Point 6. Eighteenth Street from Isabel to Prescott 7. Comanche from Port Avenue to Palm Street Delivery Order No. 2 8. Waldron Road from Claire to Padre Island Drive 9. Graham Road from Meeks to Flour Bluff Drive 10. Compton Road from Waldron Road to First National 11. Yorktown Boulevard from Oso Creek Bridge to Flour Bluff Drive 12. Matlock Street from Behrman to McIver 13. St. Francis Street from St. Benedict Court to Dominic Court 14. Glenoak from Flour Bluff Drive to Waldron Road Project Scope c.44 Corpus Chr sti Capital Programs Delivery Order No. 3 15. Yorktown Boulevard from Starry to Oso Creek Bridge (East) 16. Cedar Pass Drive from Sun Valley Drive to Holly Ridge 17. Cedar Pass Drive from Holly Ridge to Aspen Grove 18. Sun Valley Drive from Snowmass Street to Eldora Drive 19. Woodway Drive from Brookedge to Windbrook Lane 20. Everhart Road from Holly Road to May Street 21. Sanders Drive from Coody Drive to Snead Drive 22. Dunbarton Oak from Patti Drive to Sudbury Road 23. Dunbarton Oak from Durham Drive to Earnhart 24. Victoria Park from Quebec to Oso Parkway 25. Spohn South from Saratoga Boulevard to Spohn Drive Delivery Order No. 4 26. Lipan Street from Palm Drive to Nineteenth Street 27. Elizabeth Street from Second Street to Fifth Street 28. Leopard Street from Nueces Bay and Up River Road Delivery Order No. 5 29. Bear Lane from Junior Beck to Heinsohn Road 30. Columbia Street from Horne Road to Villarreal Street 31. Weber Road from Barnes Street to Bradford 32. Gollihar Road from Cottage to Townsend Project Scope Corpus Chr sti Capital Programs A. mrr .1 ' t:svA, ■■ l ►3; 1 IILhbt whew. Wrif 1, Ili 1 (11441-10.1:7%,,,",,t.,40:1 AO �' f ott**4" g 40 4 4,N, -16111‘;:1714.\14 r S�� 'iii*I 11111.3. �� _ 111■_�I1rid■Q IIII 11 :Mk: 711MT6 . _�=�=.'I%1�;�==L1 111111 1110111"1/4111112101 �1`� rElj r !II h r=1 II -I 1- L11111111611iMbli �RliCimig roiim SIBmluru1!11111 -_ 'E�i111111111a �'Fir®— -4`1 mnmtria CAT N MAP _ In r. A 1 T T SCALE dui AI LD NO 5 Project Scope Corpus Chr sti Capital Programs !1f1I!iiPI11IIL IIIIMIII IIIl11A1' ! II!Ern orimaimaila am 20 = "irII ! 1NTiI %kr' Jam". Jtor2aft-.... 'r iuu.. mi I F.— TAN .-TiARea niii T h M mcni Virrid111 ...414p11111l uidPi res 1611 s R��I he urn 1 �l — aWJM 1i*Min GA BL 11 00 Minn Et -rt 0 0 hi -411 1 ATM-'l� % dii L,L SC • IPP Project Scope c.44 Corpus Chr sti Capital Programs 1 II it ikE WOOLDRIDGE RD LOCATION MAP NOT TO SCALE 7 Project Schedule Corpus Chr°sti Capital Programs 2014 2015 May 1.1t.m Jul Aug Sep Oct Nov Dec Jan Feb Mar DESIGN AWARD BID CONSTRUCTION Project Construction Estimate = 90 Calendar Days 8 Project Budget t.'Ar414 Corpus Chr sti Capital Programs FUNDS AVAILABLE: TxDOT 80% Participation for Construction - MPO Funds... Street Preventative Maintenance Program - City 20% Participation for Construction.... Street Preventative Maintenance Program Total Funds Available $189,229.31 47,307.33 80,833.00 $317,369.64 FUNDS REQUIRED: Construction: Construction (ACM HUB, LLC) $236,536.64 Contingency (5%) 11,826.83 Texas Department of Transportation Advance Funding Agreement... 7,665.00 Construction Inspection (In House) 9,500.00 Construction Materials Testing (Tolunay Wong Engineers) 3,920.00 Design Fees: Govind Development (Original and Amendment No. 1) 34,564.46 Reimbursements 13,350.00 Total Funds Required $317,362.93 ESTIMATED PROJECT BUDGET BALANCE $6.71 * This work is part of SPMP Year 1 approved program. AGENDA MEMORANDUM Future item for the City Council Meeting of December 9, 2014 Action item for the City Council Meeting of December 16, 2014 DATE: November 19, 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 THRU: 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: Engineering Construction Contract Citywide Street Overlay Ordinance appropriating $814,471.04 of anticipated revenues from the Texas Department of Transportation in the No. 1041 Street Fund; amending FY 2014-2015 Operational Budget adopted by Ordinance No. 030294 to increase revenues and expenditures by $814,471.04 each; and authorizing the City Manager, or designee, to execute a construction contract with Haas -Anderson Construction, LTD of Corpus Christi, Texas in the amount of $1,018,088.80 for the Citywide Street Overlay (Street Preventative Maintenance Program) project for the total base bid. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute the construction contract with Haas - Anderson Construction, LTD for Citywide Street Overlay (Street Preventative Maintenance Program project). BACKGROUND AND FINDINGS: The City was notified of available Metropolitan Planning Organization (MPO) funding available for city street overlay work and on July 15, 2014, the City entered into an Advanced Funding Agreement with the Texas Department of Transportation (TXDOT) (approved by City Council Resolution No. 030223) for additional funding to supplement the SPMP project. This project includes 1'/2 -inch HMAC overlay, new sidewalk, repair of rolled curb and gutter and new ADA curb ramps on Columbia Street from Horne Road to Villarreal Street and Lipan Street from 1 9th Street to Palm Drive. As per the Advance Funding Agreement, the federal funding will be administered through TXDOT and will cover 80% of the construction cost of this project. The City will be responsible for the remaining cost of this project to include the 20% construction match and all other project related costs. The limits of the Federal Governments obligation under this contract will not exceed $832,196. This work is part of SPMP Year 1 approved program. On September 29, 2014, the City received proposals from two (2) bidders and the bidders and their respective bids are as follows: Contractor Base Bid Haas -Anderson Construction, LTD Corpus Christi, Texas $1,018,088.80 Berry Contracting, LP dba Bay, LTD Corpus Christi, Texas $1,227,547.75 The City's consultant, Govind Development, LLC, conducted a bid analysis of the two (2) proposals submitted to the City. Govind Development, LLC determined that the lowest bidder based on the Total Base Bid is Haas -Anderson Construction, LTD of Corpus Christi, Texas. Based on the information submitted, Haas -Anderson Construction, LTD has the experience and resources to complete the project. ALTERNATIVES: 1. Authorize execution of the construction contract. 2. Do not authorize execution of the construction contract. (Not Recommended) OTHER CONSIDERATIONS: These improvements are part of the current year SPMP approved work plan. This contract will utilize federal funding to supplement the City's dollars to accomplish the required improvements. CONFORMITY TO CITY POLICY: Conforms to statutes regarding construction procurement criteria. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Street Department FINANCIAL IMPACT. Fiscal Year 2015 Operating Budget Fiscal Year 2013-2014 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget $0.00 $1,300,718.33 0.00 $1,300,718.33 Encumbered / Expended Amount 0.00 0.00 0.00 0.00 This item 0.00 1,018,088.80 0.00 1,018,088.80 Future Anticipated Expenditures This Project 0.00 282,629.53 0.00 282,629.53 BALANCE $0.00 $0.00 $0.00 $0.00 Fund(s): Street Operational Fund Comments: None RECOMMENDATION: City staff recommends that the construction contract be awarded to Haas -Anderson Construction, LTD of Corpus Christi, Texas in the amount of $1,018,088.80 for the Citywide Street Overlay (Street Preventative Maintenance Program Project) for the total base bid. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Ordinance Presentation Page 1 of 2 ORDINANCE APPROPRIATING $814,471.04 OF ANTICIPATED REVENUES FROM THE TEXAS DEPARTMENT OF TRANSPORTATION IN THE NO. 1041, STREET FUND; AMENDING FY 2014-2015 OPERATIONAL BUDGET ADOPTED BY ORDINANCE NO. 030294 TO INCREASE REVENUES AND EXPENDITURES BY $814,471.04 EACH; AND AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE A CONSTRUCTION CONTRACT WITH HAAS -ANDERSON CONSTRUCTION, LTD OF CORPUS CHRISTI, TEXAS IN THE AMOUNT OF $1,018,088.80 FOR THE CITYWIDE STREET OVERLAY (STREET PREVENTATIVE MAINTENANCE PROGRAM) PROJECT FOR THE TOTAL BASE BID. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. An amount of $814,471.04 in anticipated revenues from the Texas Department of Transportation is appropriated in No. 1041 Street Fund. SECTION 2. The FY 2015 Operating Budget adopted by Ordinance No. 030290 is changed to increase revenues and expenditures in the amount of $814,471.04 each. SECTION 3. The City Manager or designee is authorized to execute a construction contract for the Citywide Street Overlay project in the amount of $1,018,088.80 with Haas -Anderson Construction, Ltd. of Corpus Christi, Texas as part of the Street Preventative Maintenance program for the total base bid. ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Ordinance - Street Overlay 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: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Ordinance - Street Overlay Nelda Martinez Mayor PROJECT BUDGET Citywide Street Overlay Street Preventative Maintenance Program FUNDS AVAILABLE: TxDOT 80% Participation for Construction - MPO Funds $ 814,471.04 Street Preventative Maintenance Program - City 20% Participation for Construction 203,617.76 Street Preventative Maintenance Program 282,629.53 * Total Funds Available 1,300,718.33 FUNDS REQUIRED: Construction: Citywide Signage Upgrade (Haas Anderson) 1,018,088.80 Contingency (5%) 50,904.44 Texas Department of Transportation Advance Funding Agreement 15,172.00 Construction Inspection (In House) 39,021.55 Construction Materials Testing (Touleney Wong) 15,411.00 Design Fees (Govind Development, LLC): Govind Development (Original and Amendment No. 1) 148,770.54 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance) 4,775.00 Engineering Services (Project Mgmt/Constr Mgmt/Land Acq Svcs) 5,575.00 Misc. (Printing, Advertising, etc.) 3,000.00 Total Funds Required 1,300,718.33 ESTIMATED PROJECT BUDGET BALANCE 0.00 * This work is part of the existing SPMP Year 1 approved program Citywide Street Overlay Columbia Street Overlay From Horne Road to Villarreal Street CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 1 OF 2 Lipan Street Citywide Street Overlay Lipan Street Overlay From Palm Drive to N. 19th Street CITY OF CORPUS CHRISTI. TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 2 OF 2 Corpus Chr sti Capital Programs Citywide Street Overlay (Street Preventative Maintenance Program) Council Presentation December 9, 2014 Project Scope Corpus Chr sti Capital Programs • Bid received and opened on September 29, 2014. • Includes Columbia Street between Horne Road and Villarreal Street & Lipan Street between 19th Street and Palm Drive. • Improvements include 1-1/2" HMAC overlay, repairs to road base, repairs to "rolled" curb and gutter, completing sidewalks and ADA curb ramps. • 80% construction cost reimbursement from Federal funds based on the bids received equal to $814,471.04. • City Staff recommended responsive bid from Haas -Anderson Construction, Ltd. of $1,018,088.80. Project Scope Corpus Chr sti Capital Programs 3 Project Scope Corpus Chr sti Capital Programs 110112,464, r -77 N ih.f •`4ri , wtr r _441.....6.002,..i ---1:7-•---- ..v. ��i / • �� -_tee I .17...__„,,,,,.-._7_,..... LEOPARDI. Lipan INN 4° Let , Street . _ r F' COMANCHE ST. • d ' G1,304 - w OCATION ilfAP its le r NOT TO SCALE r.y Project Schedule Corpus Chr sti Capital Programs 2014 2015 May Jun Jul L.Aug Sep Oct Nov Dec Jan Feb Mar DESIGN AWARD BID CONSTRUCTION Project Construction Estimate = 90 Calendar Days Design Fees: Govind Development (Original Agreement and Amendment No. 1) Project Budget Corpus Chr sti Capital Programs FUNDS AVAILABLE: TxDOT 80% Participation for Construction - MPO Funds $814,471.04 Street Preventative Maintenance Program - City 20% Participation for Construction 203,617.76 Street Preventative Maintenance Program 282,629.53 Total Funds Available $1,300,718.33 FUNDS REQUIRED: Construction: Citywide Street Overlay (Haas -Anderson Construction) $1,018,088.80 Contingency (5%) 50,904.44 Texas Department of Transportation Advance Funding Agreement Construction Inspection (In -House)... 15,172.00 39,021.55 Construction Materials Testing (Tolunay Wong) 15,411.00 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance) Engineering Services (Project Mgt/Constr Mgt/Land Acq Services) 148,770.54 4,775.00 5,575.00 Misc. (Printing, Advertising, etc.) 3,000.00 Total Funds Required $1,300,718.33 ESTIMATED PROJECT BUDGET BALANCE $0.00 * This work is part of the existing SPMP Year 1 approved program. AGENDA MEMORANDUM First Reading Item for the City Council Meeting of December 9, 2014 Second Reading Item for the City Council Meeting of December 16, 2014 DATE: TO: THRU: November 11, 2014 Ronald L. Olson, City Manager Gustavo Gonzalez, P.E., Assistant City Manager FROM: Valerie H. Gray, P. E., Interim Exec. Director of Public Works ValerieG@cctexas.com (361) 826-3729 Natasha Fudge, P. E., Acting Director of Capital Programs NatashaF@cctexas.com (361) 826-3504 Andres Leal, Jr., P.E., Interim Director of Street Operations AndyL@cctexas.com (361) 826-1957 Ordinance Contribution Agreement with TxDOT for US 181 Harbor Bridge Replacement Project CAPTION: Ordinance authorizing the City Manager or designee to execute a Contribution Agreement with the Texas Department of Transportation for the U.S. 181 Harbor Bridge Replacement Project to establish terms for the dedication and conveyance of City property at Loveskold Park, T. C. Ayers Park, a portion of Oveal Williams Senior Center parking lot, and other rights-of-way, and to provide certain terms regarding utility relocations and adjustments. PURPOSE: Approval of an Ordinance authorizing the City to enter into a Contribution Agreement with TxDOT for the City's participation in funding of the US 181 Harbor Bridge Replacement Project. BACKGROUND AND FINDINGS: In 2003, TxDOT completed a Feasibility Study which concluded that U.S. 181 and the Harbor Bridge needed to be replaced due to safety, maintenance, access and navigational clearance concerns. The Corpus Christi Metropolitan Planning Organization (MPO) adopted a resolution to provide funding for the replacement bridge and committed future projected transportation project funding to the project. On June 11, 2013, City Council approved a Resolution in support of the MPO's adopted resolution. The City is required to contribute 10% of the Right of Way costs and 10% of the Utility Adjustment costs as its local participation. The City will meet its obligation by conveying city -owned land to TxDOT for the US 181 Harbor Bridge Replacement Project. In order to move forward with award of the design/construction contract in early 2015, TxDOT must have documented commitment of local participation by the City through execution of the Contribution Agreement referenced in this Ordinance no later than January 2015. ALTERNATIVES: 1. Approve the Resolution as proposed. 2. Approve the Resolution with modifications. 3. Do not approve the Resolution. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: Resolution complies with City Charter's requirements for approval of resolutions. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Street Operations Department FINANCIAL IMPACT: ❑ Operating pp ❑ Revenue ❑Capital X Not a licable Fiscal Years 2014 - 2015 Development Construction Option Year One TOTALS Line Item Budget Encumbered/Expended Amount Future Anticipated Expenditures BALANCE Fund(s): N/A Comments: None. RECOMMENDATION: Approval of the Resolution as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Contribution Agreement Presentation CSJ # District # Code Chart 64 # Project: Not Research and Development STATE OF TEXAS § COUNTY OF TRAVIS § AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND THE TEXAS DEPARTMENT OF TRANSPORTATION TO CONTRIBUTE RIGHT OF WAY AND CITY -UTILITY RELOCATION EXPENSES FOR THE US 181 HARBOR BRIDGE REPLACEMENT PROJECT THIS AGREEMENT is made by and between the State of Texas, acting through the Texas Department of Transportation, called the "State", and the City of Corpus Christi, Texas, acting by and through its duly authorized officials, called the "City." WITNESSETH WHEREAS, Chapters 201 and 222 of the Texas Transportation Code authorize the State to lay out, construct, maintain, and operate a system of streets, roads, and highways that comprise the State Highway System; and WHEREAS, Texas Government Code Chapter 791 and Texas Transportation Code § 201.209 and Chapter 221 authorize the State to contract with municipalities and political subdivisions; and WHEREAS, Texas Transportation Commission Minute Order Number 113853 authorizes the State to undertake and complete a highway improvement generally described as the design, construction and maintenance of the US 181 Harbor Bridge Project (including the removal of the existing bridge), which extends north -south along US 181 and the Crosstown Expressway and east -west along 1-37 and includes: US 181 at Beach Avenue on the north; Crosstown Expressway at Laredo Street on the south; 1- 37 and Nueces Bay Boulevard on the west; and 1-37 and Mesquite Street on the east side (the "Project"); and WHEREAS, the construction of the Project will necessitate the acquisition of certain right of way and the relocating and adjusting of utilities; and WHEREAS, the City requests that the State assume responsibility for acquisition of all necessary right of way and adjustment of utilities for the Project; and WHEREAS, the City is authorized to contribute funds to be spent by the State in the development and construction of the public roads and state highway system within the City; and WHEREAS, the City is authorized to finance a portion of the construction of an approved project for the state highway system; and WHEREAS, the City owns certain parcels of real property which would be of benefit to the State in connection with the development of the Project; and 1 CSJ # District # Code Chart 64 # Project: Not Research and Development WHEREAS, the City desires to enter into a joint participation agreement pursuant to 43 TAC § 15.52 to contribute to the Project as defined in 43 TAC § 15.55 for the cost of acquiring the right of way and relocating or adjusting utilities for the Project; and WHEREAS, the City desires to make contributions of right of way and City -owned utility adjustments to meet the funding participation requirement of 43 TAC § 15.55; and WHEREAS, to the extent the City's contribution of right of way and City -owned utility adjustments exceeds the funding requirement contained in 43 TAC § 15.55, the City desires to make a donation to the State of such excess; and WHEREAS, the State, in accordance with the Texas Transportation Code, Subchapter D, Chapter 201, Section 201.206, may accept donations for the purpose of carrying out its functions and duties; and WHEREAS, Texas Transportation Code Section 203.055 provides that upon the request of TXDOT, a political subdivision is authorized to convey property that may be necessary or appropriate to accomplish TXDOT's purposes; and WHEREAS, the City desires to donate the parcels of real property more particularly described on Attachment "A", attached hereto and incorporated herein for all purposes (each particular parcel being referred to as a "Parcel," and collectively the "Parcels"), to the State, and to make such other contributions as provided for herein; and WHEREAS, acceptance of the donation of the Parcels will further the State's ability to meet its responsibilities; and WHEREAS, the governing body of the City has approved entering into this agreement by resolution or ordinance dated , 2014, which is attached to and made a part of this agreement as Attachment "B" for the improvement covered by this agreement. A map showing the Project location appears in Attachment "C", which is attached to and made a part of this agreement; and WHEREAS, the State has determined that such participation is in the best interest of the citizens of the State. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties hereto, to be by them respectively kept and performed as hereinafter set forth, the State and the City do agree as follows: 2 CSJ # District # Code Chart 64 # Project: Not Research and Development AGREEMENT 1. Contribution of Parcels in Lieu of Monetary Payment A. Contribution by City 1. The City agrees to contribute each of the Parcels for use by the State in connection with the design, development, construction, operation and maintenance of the Project. Contribution of the Parcels will be credited to the City's funding obligation for the cost of right of way to be acquired for the Project and for the cost of utility relocations for the Project, pursuant to 43 TAC § 15.55. Credit for all real property, other than property which is already dedicated or in use as a public road, contributed by the City to the State shall be based on the property's fair market value established as of the effective date of this agreement. The fair market value shall not include increases or decreases in value caused by the Project and should include the value of the land and improvements being conveyed, including any damages to the remainder. 2. The City will provide to the State all documentation to support the determined fair market value of the donated property. Any appraisals of the Parcels will be the responsibility of the State, and will be at the State's expense. The State will review the submitted documentation and make a final determination of value; provided however, the State may perform any additional investigation deemed necessary, including supplemental appraisal work by State employees or employment of fee appraisers. 3. The City will provide, at its expense, for all relocations and/or adjustments of City -owned utilities made necessary by the construction and/or operation of the Project, which work shall be performed either by the City or by the State's developer of the Project. The relocation or adjustment shall be based upon a determination by TxDOT, or the TxDOT developer for the Project, that a conflict exists between the Project and a City -owned utility facility. Relocation costs include necessary material acquisition, engineering and planning costs, additional right of way needed for the relocations, if any, and the physical installation of the materials. The City and the State will enter into a further agreement between them outlining the details of the performance of the City -owned utility relocation and/or adjustment work. 4. Credit shall be given only for property transferred at no cost to the State after the effective date of this agreement and the issuance of spending authority, and only for property which is necessary to complete the Project, and has title acceptable to the State. The cost of all title work and Phase 1 and/or Phase 2 environmental studies will be the responsibility of the State. Credit for property transferred by the City and for City -owned utility relocations and adjustments which the City is not otherwise required to make shall be in lieu of monetary contributions required to be paid to the State for the City's funding share of the right of way to be acquired and utilities to be relocated for the Project pursuant to 43 TAC § 15.55. The City and the State agree that the contribution by the City of the Parcels and the payment for the City -owned utility relocations and 3 CSJ # District # Code Chart 64 # Project: Not Research and Development adjustments which the City is not otherwise obligated to make satisfy the City's participation requirement under 43 TAC § 15.55. 5. In the event the City's monetary contributions exceed the City's required contribution for right of way and City -owned utility relocation, there will be no refund to the City of any portion of its contributions, and any excess shall be considered a donation by the City. Further, credits cannot be applied to project phases other than right of way and City -owned utility relocation, or used for other projects. 6. Whenever funds are paid by the City to the State under this agreement, the City shall remit a warrant or check made payable to the "Texas Department of Transportation Trust Fund." The warrant or check shall be deposited by the State in an escrow account to be managed by the State. Funds in the escrow account may only be applied to the Project. B. Deed and Passage of Title The City will execute and provide to the State a deed conveying title satisfactory to the State with regard to each Parcel, conveying to the State all of the interest which the City has in each Parcel. The City agrees to execute and deliver all such deeds as soon as practicable, and further will use its best efforts to have all deeds executed and delivered to the State no later than the date on which the State issues the first notice to proceed to the State's developer for the Project, which is currently anticipated to occur on September 15, 2015. The State hereby agrees to accept delivery of any such deeds and passage of title. In the event that the Project is terminated, the deeds for all parcels will be returned to the City and no title will have passed with respect to any of the parcels. C. Representations and Warranties The City represents and warrants that it has the ownership interest being conveyed in each deed provided hereunder. D. Demolition 1. The State agrees that it will be responsible for any demolition on, and removal of structures and materials from, each of the Parcels as may be needed for the State to use each Parcel for the Project. 2. The State further agrees that it will be responsible for the removal, handling, storage, disposal, treatment, and/or transportation of any hazardous materials found on any of the Parcels. 4 CSJ # District # Code Chart 64 # Project: Not Research and Development 2. Right of Access If the City is the owner of any part of the Project site, the City shall permit the State or its authorized representatives access to the site to perform any activities required to execute the work. 3. Termination This agreement shall remain in effect until the project is completed and accepted by all parties, unless: a. The agreement is terminated in writing with the mutual consent of the parties; b. The agreement is terminated by one party because of a breach, in which case any cost incurred because of the breach shall be paid by the breaching party; or c. The Project does not proceed because of insufficient funds or other reason in the discretion of the State. 4. Amendments Amendments to this agreement may be enacted through a mutually agreed upon, written amendment. Minor amendments, not affecting the substance of the terms of the agreement may be enacted without approval of the governing body. In addition, the City Manager or designee may approve changes to contribution up to fifty thousand dollars ($50,000.00). 5. Remedies This agreement shall not be considered as specifying the exclusive remedy for any agreement default, but all remedies existing at law and in equity may be availed of by either party to this agreement and shall be cumulative. 6. Compliance with Texas Accessibility Standards and ADA The State shall ensure that the plans for and the construction of all projects subject to this agreement are in compliance with the Texas Accessibility Standards (TAS) issued by the Texas Department of Licensing and Regulation, under the Architectural Barriers Act, Article 9102, Texas Civil Statutes. The TAS establishes minimum accessibility requirements to be consistent with minimum accessibility requirements of the Americans with Disabilities Act (P.L. 101-336). 7. Notices All notices to either party shall be delivered personally or sent by certified or U.S. mail, postage prepaid, addressed to that party at the following address: 5 CSJ # District # Code Chart 64 # Project: Not Research and Development City: Natasha Fudge Interim Director Capital Programs City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 1201 Leopard Street Corpus Christi, Texas 78401 Copies to: Valerie Gray Interim Executive Director Public Works P.O. Box 9277 Corpus Christi, Texas 78469-9277 Gustavo Gonzales Assistant City Manager Public Works & Utilities P.O. Box 9277 Corpus Christi, Texas 78469-9277 State: Mark Anderson Project Delivery Manager Texas Department of Transportation 125 E. 11th Street Austin, Texas 78701 7745 Chevy Chase Drive, Bldg. 5, Ste. 230 Austin, Texas 78752 All notices shall be deemed given three days after the date delivered in person or deposited in the mail, unless otherwise provided by this agreement. Either party may change the above address by sending written notice of the change to the other party. All notices shall be delivered personally or by certified U.S. mail, Return Receipt Requested. 8. Legal Construction If one or more of the provisions contained in this agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions and this agreement shall be construed as if it did not contain the invalid, illegal, or unenforceable provision. 9. Successors and Assigns The State and the City each binds itself, its successors, executors, assigns, and administrators to the other party to this agreement and to the successors, executors, assigns, and administrators of such other party in respect to all covenants of this agreement. 6 CSJ # District # Code Chart 64 # Project: Not Research and Development 10. Responsibilities of the Parties The State and the City agree that neither party is an agent, servant, or employee of the other party, and each party agrees it is responsible for its individual acts and deeds as well as the acts and deeds of its contractors, employees, representatives, and agents. 11. Ownership of Documents Upon completion or termination of this agreement, all documents prepared by the State shall remain the property of the State. The State shall provide copies of all documents to the City. All data prepared under this agreement shall be made available to the State without restriction or limitation on their further use. All documents produced or approved or otherwise created by the City shall be transmitted to the State in electronic form or photocopy reproduction, at the State's election, on a monthly basis as required by the State. The originals shall remain the property of the City. At the request of the State, the City shall submit any information required by the State in the format directed by the State. 12. Compliance with Laws The parties shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of this agreement. 13. Signatory Warranty Each signatory warrants that the signatory has necessary authority to execute this agreement on behalf of the entity represented. THIS AGREEMENT IS EXECUTED by the State and the City in duplicate. THE CITY OF CORPUS CHRISTI Ronald Olson City Manager City of Corpus Christi Date 7 THE STATE OF TEXAS John P. Campbell, P.E., SR/WA Director, Right of Way Division Date 8 CSJ # District # Code Chart 64 # Project: Not Research and Development CSJ # District # Code Chart 64 # Project: Not Research and Development ATTACHMENT A PARCELS TO BE CONTRIBUTED BY THE CITY Highway: US 181 EXHIBIT "A" County: Nueces RCSJ: 0101-06-109 Station 1049+59.05 to Station 1050+14.43 Description for Parcel 120 CSJ # District # Code Chart 64 # Project: Not Research and Development 72 Page 1 of 3 Date: 10-23-2014 BEING A 0.0662 OF AN ACRE (2,883 SQ.FT.) PARCEL OF LAND, MORE OR LESS, OUT OF THE RINCON DEL OSO ORIGINAL GRANT, (ENRIQUEZ VILLAREAL) ABSTRACT NO. 1, CITY OF CORPUS CHRISTI, NUECES COUNTY, TEXAS AND BEING OUT OF LOT 10 AND LOT 12, BLOCK 104, AS SHOWN ON THE PLAT OF THE BROOKLYN ADDITION IN VOLUME A, PAGES 30-32 OF THE MAP RECORDS OF NUECES COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; BEGINNING at a set brass disc in concrete, stamped `Texas Department of Transportation R.O.W" (TxDOT Type II monument), (N: 17,189,966.73; E: 1,342,609.44), at the intersection of the existing northwest Right-of-way line of U.S. 181, as described in Volume 417, Page 509 of the Deed Records of Nueces County, Texas and the proposed northwest Right of Way line of U.S. 181 and in the southeast line of said Lot 10, for the south corner of the herein described parcel, said point being 152.00 feet right of and at a right angle to the proposed U.S.181 baseline Engineer's Station 1050+14.43, from said point a set 1/2" iron rod with an orange plastic cap stamped "Bain Medina Bain, Inc." for the south comer of Lot 10, bears S. 31°37'18" W., 40.02 feet; (1) Thence N. 06°48'04" W., 39.17 feet, leaving the existing northwest Right-of-way line of U.S. 181 and crossing said Lot 10 and 12, with the proposed northwest Right of Way line of U.S.181, to a set TxDOT Type II Monument, for an angle point of the herein described parcel, same point being 176.34 feet right of and at a right angle to proposed U.S.181 baseline Engineer's Station 1049+83.74; (2) Thence N. 45°13'27" W., 108.50 feet, continuing crossing said Lot 12, with the proposed northwest Right of Way line of the U.S.181, to a set 5/8" iron rod with a 3" aluminum TxDOT cap**, at the intersection of the proposed northwest Right of Way line of U.S.181 and the southeast Right-of-way line of Surfside Street, formerly Avenue "F", as shown on said plat of Brooklyn Addition, for the west corner of the herein described parcel, same point being 282.00 feet right of and at aright angle to proposed U.S.181 baseline Engineer's Station 1049+59.05; (3) Thence N. 31°37'18" E., 4.67 feet, leaving the proposed northwest Right of Way line of U.S. 181 with the northwest line of said Lot 12, to a point in the southwest Right of Way line of Burleson Street (60' R.O.W.), as shown on said plat of Brooklyn Addition, for the north comer of the herein described parcel; (4) Thence S. 58°21'25" E., 130.00 feet, with the southwest Right of Way line of said Burleson Street, to a point, at the intersection of the southwest Right of Way line of Burleson Street and the existing northwest Right of Way line of U.S. 181, for the east comer of the herein described parcel; 10 Highway: US 181 EXHIBIT "A" County: Nueces RCSJ: 0101-06-109 Station 1049+59.05 to Station 1050+14.43 (5) Description for Parcel 120 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 2 of 3 Date: 10-23-2014 Thence S. 31°37'18"W., 60.00 feet, with the existing northwest Right of Way line of U.S. 181, and the southeast line of said Lots 12 and 10, Block 104, to the PLACE OF BEGINNING and containing 0.0662 of an acre (2,883 sq. ft.) more or less. All bearings and coordinates are based on the Texas State Plane Coordinate System, North American Datum of 1983(93) (NAD 83(93)), South Zone, with coordinates given in feet. All distances and coordinates shown are Grid. This property description is accompanied by a separate plat of even date. Surveyed on the ground under my supervision on the 23rd day of October 2014. Access to and from the U.S.181 Transportation Facility in areas where access is not specifically denied hereon may be permitted in accordance with Access Management Manual guidelines. ** The monument described and set in this call may be replaced with a TxDOT Type II right-of- way marker upon completion of the highway construction project under the supervision of a Registered Professional Land Surveyor, either employed or retained by TxDOT. Source of the Stationing is the Texas Highway Department Right of Way Map, U.S. highway No,181, Nueces County. CSJ:101-06-6 & 7; July, 1946. E. F. Burkhart, RPLS 1706 Bain Medina Bain, Inc. 7073 San Pedro San Antonio, Texas 78216 (210) 494-7223 TBPE NO. F-1712 TBPLSF REG. NO. 100209-00 11 CSJ # District # Code Chart 64 # Project: Not Research and Development 1(8BNCON DIEL O O ORRGE 1AIL GRANT QIENIEIIGNIEZ VIILILARIEAILD ABSTRACT N0 1 * * 114E MONUMENT DESCRIBED AND SET MAY BE REPLACED 90T14 A MOT TYPE f1 91291 -OF -WAY CONSTRUCTION PROJECT UNDER TMTHE NS PER0711GN OF A REGISTERED PROFESSIONAL LAND SURVEYOR, Erni Ea E4IPLOtT9 OR RETAINED BY Tx5OT. 1 C,j�k- 2 4.4 ' ° • 0 BROOKLYN AllDIIDETDON �'�' VOJL. A, IPG. 30-32 J44/o Q " M.IR.RI,O,'1r, GiQ•L Y� � h 0 BEARING SOURCE: MAO 03/93 HARN 'TEXAS SOUTH 20NE GRID NATES NOTES: A METES ANO BOUNDS DESCRIPTION OF EVEN DATE HEREIYITM ACCOMPANIES THIS SURVEY PLAT. / / GEORGE J. MERRIMAN, JR. , M. O. DOC# 2003018454 O.P.R.N C T\ -xAAaFa PAWING ry STA. OFF '3718't 4.67' * 049+59.05 ET: 282.00' 5 0.0662 OF AN ACRE 2, 683 SQ. FT. 0 CITY OF CORPUS CHRISTI R 40 RENCE CORNER SET 1/2' IRON 0� / BMB CAP STA. 1049+83.74 OFFSET: 176.34' RT. / /\POINT BEGINNING N-17,189,966.73'.- 1,342,609.44 =17,189,968.73\1,342,609.44 \ STA. 1050+14.43 \ /OFFSET: 152.00' RT. 9 PLAT SHOWING: BEING A 0.0662 OF AN ACRE (2,883 SQ.FT.) PARCEL OF LAND. MORE OR LESS, 0111' OF THE RINCON DEL 0S0 ORIGINAL GRANT, (ENRIQUEZ VILLAREAL) ABSTRACT N0. 1, CITY OF CORPUS CHRISTI, NUECES COUNTY, TEXAS AND BEING OUT OF LOT 10 AND LOT 12, BLOCK 104. AS SHOWN ON THE PLAT OF THE BROOKLYN AOOMON IN VOLUME A, PAGES 30-32 OF THE MAP RECORDS OF NUECES COUNTY, TEXAS. BAIN MEDINA BAIN B d E4RVE DR3 7070 0 7073 San Pe9 San AntonTeio, Teles 70218 210/494-7223 TBPE NO- F-1712 TBP138 REG. NO. 100209-00 5, h 0 TY OF CORPUS 1CHR STI D0006 272385 VOL. 417, PG. 509 D. R. N. C. T. I 25 SQ _ wl SCALE: 1' = 50' - EGEND Q F9D COW BARKER T%DOT TYPE II 05ET 2092 RANDTXDOT TYPE II EFOUND 5/0 IRON ROD WITH 3' ALUM TXDOT CAP Q SET 5/0" IRON ROD WITH 3' ALUM TXDOT CAP FOUND/SET "X" ON CONCRETE SET MAC NAIL OQ FOUND IRON ROO FOUND IRON PIPE p SET I/2` IRON R00 11/ BNB CAP PROPOSED R. O. LINE EXISTING R.O.W. LINE PROPERTY LINE/SAME OWNER t- PROPERTY LINE I IACCESS OENIAL LINE 0. P. R.N. C. T. - pEUNTY5LTEX NUECES 802265A2009611, 16XAFS D. R. N. C. T. DEED RECORDS OF NUpEpCEESE COUNTY, 16045 H. R.N. C. T.• NPECESC OI04N817, TEXApSp 0• T. R. N. C. T. - DEED 01 RTEXA55 0!= STATE OF TEXAS NUECES COUNTY THIS SURVEY PLAT WAS PREPARED FROM AN ACTUAL SURVEY MADE ON THE GROUND UNDER MY SUPERVISION. rd THIS %r 3 DAY OF ()al-- .2014 A.D. E.F. BURKHART RPLS# 1706 4 Texas DEPARTMENT OP TRANSPORTA T/ON NOTE: DISTRICT: 19 ACCESS TO AND PROM THE U.S. 181 TRANSPORTA710N CORPUS CHRISTI FACIUTY IN AREAS WHERE ACCESS IS NOT SPECIFICALLY DENIED HEREON MAY BE PERMITTED IN ACCORDANCE WITH ACCESS MANAGEMENT MANUAL GUIDELINES. PAGE 3 OF 3 OWNER: CITY PLAT OF PARCEL 120 US 181 - HARBOR BRIDGE OF CORPUS CHRISTI COUNTY: NUECES SURVEY 091E: MAY 5, 2014 12 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1127+51.09 - 1128+57.58 PROPERTY DESCRIPTION FOR PARCEL 202 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 1 OF 4 October 27, 2014 BEING a 0.566 of an acre (24,644 square feet) parcel of land situated in the Enriquez Villareal Survey, Abstract 1, City of Corpus Christi, Nueces County, Texas, and out of a 0.780 of an acre tract of land described in an instrument to the City of Corpus Christi from AEP Texas Central Company (f/k/a Central Power and Light Company), recorded in Document 42005-020448, of the Official Records of Nueces County, Texas, dated April 12, 2005 the aforementioned 0.566 of an acre parcel of land, more or less, being more particularly described by metes and bounds as follows: COMMENCING at a point for an angle corner of the aforementioned 0.780 of an acre tract, the Southwest corner of a tract of land described in an instrument to AEP Texas Central Company, recorded in Volume 1848, Page 993, of the Deed Records Nueces County, Texas, from which a found 5/8" iron rod bears N04°13'53"E 0.42 feet; THENCE NORTH 54'00'34" West, 97.47 feet, along a North line of the aforementioned 0.760 of an acre tract and a South line of the aforementioned AEP Texas Central Company tract, to a set Texas Department of Transportation "Type I1" concrete monument, for the POINT OF BEGINNING and lying in the proposed East right-of-way line of U.S. 181 (variable width right-of-way) for the Northeast corner of the herein described 0.566 of an acre parcel; (1) THENCE SOUTH 22°32'46" West, 105.63 feet, leaving a North line of the aforementioned 0.780 of an acre tract and a South line of the aforementioned AEP Texas Central Company tract, along the proposed East right-of-way line of U.S. 181, to a set Texas Department of Transportation "Type II" concrete monument, lying in a South line of the said 0.780 of an acre tract and in the North line of a tract of land described in an instrument to Union Pacific Railroad, recorded in Document #2012-011348, of the Official Records of Nueces County, Texas, for the Southeast corner of the herein described 0.566 of an acre parcel, from which a point for an angle corner of the said 0.780 of an acre parcel and the Northwest corner of a tract of land described in an instrument to Port of Corpus Christi Authority, recorded in Document #835421, of the Deed Records of Nueces County, Texas, bears S54°00'34"E 11.73 feet, from which a found 5/8" iron rod bears S77°55'50"E 0.41 feet; 13 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1127+51.09 - 1128+57.58 PROPERTY DESCRIPTION FOR PARCEL 202 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 2 OF 4 October 27, 2014 (2) THENCE NORTH 54°00'34" West, 257.27 feet, leaving the proposed East right-of-way line of U.S. 181, along a South line of the aforementioned 0.780 of an acre parcel and the North line of the aforementioned Union Pacific Railroad tract, to a set Texas Department of Transportation "Type II" concrete monument, lying in the proposed West right-of-way line of U.S. 181, for the Southwest corner of the herein described 0.566 of an acre parcel; (3) THENCE NORTH 29°23'49" East, 56.45 feet, leaving a South line of the aforementioned 0.780 of an acre parcel and the North line of the aforementioned Union Pacific Railroad tract, along the proposed West right-of-way line of U.S. 181, to a set Texas Department of Transportation "Type II" concrete monument, lying in a North line of the said 0.780 of an acre parcel and the existing South right-of-way line of Brewster Street (60' right-of-way - no document found), for the Northwest angle corner of the herein described 0.566 of an acre parcel; (4) THENCE NORTH 78°49'07" East, 63.62 feet, along a North line of the aforementioned 0.780 of an acre parcel and the existing South right-of- way line of the aforementioned Brewster Street, to a set 5/8" iron rod with plastic cap stamped "CDS/MOERY S.A. TX, for the Northeast corner of the said 0.780 of an acre parcel and a West corner of the aforementioned A.E.P. Texas Central Company tract, for the Northeast angle corner of the herein described 0.566 of an acre parcel; 14 COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1127+51.09 — 1128+57.58 (5) EXHIBIT "A" PROPERTY DESCRIPTION FOR PARCEL 202 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 3 OF 4 October 27, 2014 THENCE SOUTH 54°00'34" East, 195.94 feet, leaving the existing South right-of-way line of the aforementioned Brewster Street, along a North line of the aforementioned 0.780 of an acre tract and a South line of the aforementioned AEP Texas Central Company tract, to the POINT OF BEGINNING and containing 0.566 of an acre (24,644 square feet) of land, more or less. Access maybe permitted in accordance with access management manual guidelines. The bearing basis for this survey is Grid North, Texas State Plane Coordinate System, South Zone, NAD83(93). All coordinates, distances and areas shown are surface and may be converted to grid by dividing by the TxDOT conversion factor of 1.00000. A plat of even survey date herein accompanies and is made a part of this description. Stationing based off of proposed U.S. 181 alignment. THE STATE OF TEXAS X X KNOWN TO ALL MEN BY THESE PRESENTS: COUNTY OF BEXAR X I, R. Clay Swetman, a Registered Professional Land Surveyor, do hereby certify that the above field notes were prepared using information obtained by an on the ground survey made under my direction and supervision, Date day of , 2014 A.D. "PRELIMINARY, THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT." R. Clay Swetman Registered Professional Land Surveyor No. 5397 - State of Texas CDSmuery -- 3411 Magic Drive, San Antonio, Texas 78229 - 210-581-1111 TBPLS No. 100495-00 15 CSJ # District # Code Chart 64 # Project: Not Research and Development S B11E SR WRN0� N6 OOCOMNT N7549'07"' 63.62 CITY OF CORPUS CHRISTI / 0.780 OF AN ACRE DOC#2005-020448 / O.R.N.C.T. •�'D ' 3 0 O /07 x 4"• o 4)! SS b0 / 7 AEP TEXAS CENTRAL COMPANY REMAINING PORTION OF 3.057 ACRES VOL. 1848, PG. 993 D.R.N.C.T. -3' -- - 14 � �� / \ / FOUND 5/8" \ IRON ROD , 11 \ N04113'53"E / 0.42' ./ 00, \ J 0.566 OF AN ACRE 24,644 SQ. FT. ENRZQUEZ V7LL4E&AT. SURVEY, MON. 1 2 3 4 ABSTRACT NO. .1 C.L. STATION 1127+51.09 1128+57.58 1128+23.66 1127+67.75 R-37 .i 0,,..... .1,&______Z VTCIpIITY MAP CORPUS 580001. 09c85 N0010 SCALE / / OFFSET 140.75' LT 151.93' LT 103.10' RT 102.39' RT UNION PACIFIC RAILROAD DOC# 2012-011348 O.R.N.C.T. ACCESS MAYBE PERMITTED IN ACCORDANCE WITH ACCESS MANAGEMENT MANUAL GUIDELINES. A DESCRIPTION OF EVEN SURVEY DATE HEREIN ACCOMPANIES THIS PLAT. (PARCEL 202.DOC) ONLY EASEMENTS SHOWN HEREON WERE REVIEWED BY CDS/MUERY SERVICES THE BEARING BASIS FOR THIS SURVEY 15 GRID NORTH, TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH ZONE, NAD83(93). ALL COORDINATES, DISTANCES AND AREAS SHOWN ARE SURFACE AND MAY BE CONVERTED TO GRID BY DIVIDING BY THE TxDOT CONVERSION FACTOR OF 1.00000 / / 877 7'55'50"E !, / 0.41' V ! 0N. I 1 I FOUND IRON FOUND 5/8'/ ' ROD RON ROD � PO OF---CORPU .0 RIST1.AtJTRO ITITY -DOC. #835421 D.R.N.C.T. IN MINN 50' 25' 0 SCALE IN FEET LEGEND L. SET TEXAS DEPARTMENT OF TRANSPORTATION "TYPE II" CONCRETE MONUMENT o SET 5/8" IRON ROD WITH PLASTIC CAP STAMPED 'CDS/MUERY S.A. Dr • SET 5/8" IRON ROD WITH TxDOT ALUMINUM CAP STAMPED "ACCESS DENIAL POINT" • FOUND TxDOT TYPE I MONUMENT FOUND 1/2" IRON ROD • (UNLESS OTHERWISE SHOWN) —ill— ACCESS DENIAL LINE (A.D.L.) I HEREBY CERTIFY THAT THE ABOVE DRAWING IS A TRUE AND CORRECT REPRESENTATION OF A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. 'PRELIM/ANRY, 7N/S DOCUMENT SMALL NOT BE RECORDED FOR ANY PURPOSE AND SALT NOT BE USED ORP VIEWED OR RELIED UPON AS A F/N4L SURVEY DOC(/MEM" R. CLAY SWETMAN REGISTERED PROFESSIONAL LAND SURVEYOR NO. 5397 R.O.W. R D.R.N.C.T. O.R.N.C.T. M.R.N.C.T, P.O.B. P.O,C. 50' RIGHT-OF-WAY PROPERTY LINE PROPOSED CENTERUNE DEED RECORDS NUECES COUNTY, TEXAS OFFICIAL RECORDS NUECES COUNTY, TEXAS MAP RECORDS NUECES COUNTY, TEXAS POINT OF BEGINNING POINT OF COMMENCING Ay TEXAS DEPART/VENT OF TRANSPORTATION U,S. 181 PARCEL NO. 202 CCSJ5 0101-08-095 ROSJ: 0101-06-109 NUECES COUNTY, TEXAS ROW ACQUISITION -0.566 OF AN ACRE CORPUS CHRISTI DISTRICT' DATE: OCTOBER 27, 2014 1 PAGE 4 OF 4 16 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1131+62.61 - 1135+94.50 PROPERTY DESCRIPTION FOR PARCEL 206 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 1 OF 4 October 27, 2014 BEING a 0.347 of an acre (15,096 square feet) parcel of land situated in the Enriquez Villareal Survey, Abstract 1, City of Corpus Christi, Nueces County, Texas, and out of a tract of land described in an instrument to the City of Corpus Christi from D.H. Best and Estelle M. Best, recorded in Volume 193, Page 228 of the Deed Records of Nueces County, Texas, dated February 28, 1930, also being out of Block A and the NW 1/4 of The Colonia Mexicana Subdivision, recorded in Volume 2, Page 17 of the Map Records of Nueces County, Texas, the aforementioned 0.347 of an acre parcel of land, more or less, being more particularly described by metes and bounds as follows: COMMENCING at a point for the Northeast corner of the aforementioned City of Corpus Christi tract, the Northwest corner of a tract of land described in an instrument to Geraldine M.B.S. Johnson, recorded in Document #2010-044182, Official Records Nueces County, Texas, and lying in the existing South right-- of-way line of West Broadway Street. described as a 60' wide strip of land, recorded in Volume 107, Page 568, of the Deed Records of Nueces County, Texas, from which a found 1 1/2" iron pipe bears N39°03'29"E 0.27 feet; THENCE NORTH 54°10'15" West, 110.96 feet, along the North line of the aforementioned Block A and the existing South right-of-way line of the aforementioned West Broadway Street, to a set Texas Department of Transportation "Type II" concrete monument, for the POINT OF BEGINNING and lying in the proposed East right-of-way line of U.S. 181 (variable width right-of-way) and for the Northeast corner of the herein described 0.347 of an acre parcel; (1) THENCE SOUTH 22°32'46" West, 424.84 feet, leaving the North line of the aforementioned Block A and the existing South right-of-way line of the aforementioned West Broadway Street, along the proposed East right-of- way line of U.S. 181, to a set Texas Department of Transportation "Type II" concrete monument, lying in the East line of a tract land, described in an instrument to the Estate of Ruth Parr Sparks, recoded in Document #1997-010128, of the Official Records Nueces County, Texas, for the South corner of the herein described 0.347 of an acre parcel, from which a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", bears S13°24'16"W 300.66 feet, for the South corner of the aforementioned NW 1/4 and an angle corner of the said Sparks tract; 17 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1131+62.61 - 1135+94.50 PROPERTY DESCRIPTION FOR PARCEL 206 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 2 OF 4 October 27, 2014 (2) THENCE NORTH 13°24'16" East, 447.30 feet, along the West line of the aforementioned Block A, the West line of the aforementioned NW 1/4, and the East line of the aforementioned Sparks tract, to a point, lying in the existing South right-of-way line of the aforementioned West Broadway Street, for the Northwest corner of the aforementioned Block A, the Northeast corner of the said Sparks tract, and for the Northwest corner of the herein described 0.347 of an acre parcel, from which a found 1" iron pipe bears S13°24'16"W 0.44 feet; 18 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1131+62.61 - 1135+94.50 PROPERTY DESCRIPTION FOR PARCEL 206 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 3 OF 4 October 27, 2014 (3) THENCE SOUTH 54°10'15." East, 73.02 feet, along the North line of the aforementioned Block A and the existing South right-of-way line of the aforementioned West Broadway Street, to the POINT OF BEGINNING and containing 0.347 of an acre (15,096 square feet) of land, more or less. Access maybe permitted in accordance with access management manual guidelines. The bearing basis for this survey is Grid North, Texas State Plane Coordinate System, South Zone, NAD83(93). All coordinates, distances and areas shown are surface and may be converted to grid by dividing by the TxDOT conversion factor of 1.00000. A plat of even survey date herein accompanies and is made a part of this description. Stationing based off of proposed U.S. 181 alignment. THE STATE OF TEXAS X X KNOWN TO ALL MEN BY THESE PRESENTS: COUNTY OF BEXAR X I, R. Clay Swetman, a Registered Professional Land Surveyor, do hereby certify that the above field notes were prepared using information obtained by an on the ground survey made under my direction and supervision. Date day of , 2014 A.D. "PRELIMINARY, THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT." R. Clay Swetman Registered Professional Land Surveyor No. 5397 - State of Texas CDSmuery - 3411 Magic Drive, San Antonio, Texas 78229 - 210-581-1111 TBPLS No. 100495-00 19 CSJ # District # Code Chart 64 # Project: Not Research and Development / -a' /I 413'24'16"W' \ / / 0,44' \ \// y FOUND 1" I IRON PIPE / SSS• \\. ASF 5/ ESTATE OF RUTH PARR SPARKS DOC.# 1997-010128 0,R.N,O,T. • (/ 0 SS 7, UNION PACIFIC RAILROAD D0C.# 2012-011348 O.R.N.C.T. 4,.0../..64„ cpc42. S • ss4� 2 . JF, tic i/o 4c BLOCK A 96,, POC CITY OF CORPUS CHRISTI VOL. 193, PG. 228 D.R.N.C.T. 0.347 OF AN ACRE 15,096 SO. FT. 45 MON. 2 S 13'24' 16"W 300.66' I FDPN(D ST. 14 VICINITY MAP CORPUS CHRISTI, TEXAS NOT TO SCALE \MON. G.L. STATION OFFSET 1 1131+62.61 178,12' LT 2 1135+94.50 200.49' LT ---/ N39.03'29"E �\ 0.27' (FOUND 1-1/2" IRON PIPE GERALDINE M.B,S, JOHNSON DOC.# 2010-044182 O.R,N,C.T. THE COLONIA MEXICANA LEGEND SUBDIVISION VOL. 2, PG. 17 R.O.W. RIGHT-OF-WAY M.R.N.C.T. R PROPERTY LINE Q PROPOSED CENTERLINE D.R.N.C.T. DEED RECORDS NUECES COUNTY, TEXAS O.R.N.C,T, OFFICIAL RECORDS NUECES COUNTY, TEXAS M.R.N.C,T, MAP RECORDS NUECES COUNTY, TEXAS P.0.9. POINT OF BEGINNING p.O.C. POINT OF COMMENCING SET TEXAS DEPARTMENT OF - TRANSPORTATION "TYPE II" CONCRETE MONUMENT 50' 25' 0 50' SET 5/8" IRON ROD WITH PLASTIC SCALE IN FEET CAP STAMPED "CDS/MUERY S.A. TX" ® SET 5/8" IRON ROD WITH TxDOT ALUMINUM CAP STAMPED ACCESS MAYBE PERMITTED IN ACCORDANCE WITH ACCESS "ACCESS DENIAL POINT" MANAGEMENT MANUAL GUIDELINES. • FOUND TxDOT TYPE I MONUMENT .A DESCRIPTION OF EVEN SURVEY DATE HEREIN FOUND 1/2" IRON ROD ACCOMPANIES THIS PLAT. (PARCEL 206.DOC) • (UNLESS OTHERWISE SHOWN) — ONLY EASEMENTS SHOWN HEREON WERE REVIEWED BY CDS/MUERY SERVICES THE BEARING BASIS FOR THIS SURVEY IS GRID NORTH, TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH ZONE, NAD83(93). ALL COORDINATES, DISTANCES AND AREAS SHOWN ARE SURFACE AND MAY BE CONVERTED TO GRID BY DIVIDING BY THE TxDOT CONVERSION FACTOR OF 1.00000 --SII-- ACCESS DENIAL LINE (A.D.L.) ® TEXAS PEPA 77/11ENT OF TRANSPORT/47102V I HEREBY CERTIFY THAT THE ABOVE DRAWING IS A TRUE AND CORRECT REPRESENTATION OF A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. 7'Ri7IM/ANRY, PIS DOCUMENT WALL NOr B£ R8VGROED FOR ANY PURPOSE AND &ALL Mgr BE US£O O? WOOED OR REL/ED I/R V ASA F?N4L SY/RYEY GOCUMEM, " R. CLAY SWETMAN REGISTERED PROFESSIONAL LAND SURVEYOR N0. 5397 U.S. 181 PARCEL 1\10. 206 CCSJ: 0101-06-095 RCSJ: 0101-06-109 NUECES COUNTY, TEXAS ROW ACQUISITION -0.347 OF AN ACRE 1 CORPUS CHRISTI DISTRIC DATE: OCTOBER 27, 2014 ' PAGE 4 OF 4 20 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1152+28.77 - 1155+59.98 PROPERTY DESCRIPTION FOR PARCEL 218 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 1 OF 10 October 28, 2014 BEING a 3.886 acre (169,264 square feet) parcel of land situated in the Enriquez Villareal Survey, Abstract 1, Nueces County, Texas, and being out of a 3.983 acre tract of land described in an instrument to the City of Corpus Christi from The Guaranty Title and Trust Company, Trustee, a corporation and Jack Pope, Independent Executor of the Estate of W.E. Pope, Deceased, recorded in Volume 399, Page 297 of the Deed Records of Nueces County, Texas, dated January 23, 1948, and also being all of a tract of land described as Lots 16 - 17, Block A of the Diaz Addition, recorded in Volume A, Page 5, of the Map Records of Nueces County, Texas, in an instrument to the City of Corpus Christi from Mrs. E. L. Lloyd, recorded in Volume 285, Page 139, of the Deed Records of Nueces County, Texas, dated January 8, 1943, and also being all of a tract of land described as Lots 18 - 19, Block A of the aforementioned Diaz Addition, in an instrument to the City of Corpus Christi from John G. Marshall and Mable Kathryn Marshall, his wife, recorded in Volume 293, Page 304, of the Deed Records of Nueces County, Texas, dated November 4, 1943, and also being all of a tract of land described as Lots 20 -- 21, Block A, of the said Diaz Addition, in an instrument to the City of Corpus Christi from Lucius C. Andrews, recorded in Volume 282, Page 293, of the Deed Records of Nueces County, Texas, dated August 11, 1942, the aforementioned 3.886 acre parcel of land, more or less, being more particularly described by metes and bounds as follows: COMMENCING at a set 5/8" iron rod with plastic cap stamped "CDS/MOERY S.A. TX", for the Southwest corner of the aforementioned 3.983 acre tract, the Southeast corner of a 17.450 acre tract of land described in an instrument to the Housing Authority of The City of Corpus Christi, recorded in Volume 555, Page 328, of the Deed Records of Nueces County, Texas, and lying in the existing North right-of-way line of Winnebago Street (60' right-of-way width), dedicated as a 60' road in the Craven Ileights Addition, recorded in Volume A, Page 7, of the Map Records Nueces County, Texas; THENCE SOUTH 60°10'33" East, 162.48 feet, along the South line of the aforementioned 3.983 acre tract and the existing North right-of-way line of the aforementioned Winnebago Street, to a set Texas Department of Transportation "Type 11" concrete monument, for the POINT OF BEGINNING and lying in the proposed West right-of-way line of U.S. 181 (variable width right-of-way), and being the southwest corner of the herein descrihed 3.886 acre parcel; 21 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1152+28.77 - 1155+59.98 (1) PROPERTY DESCRIPTION FOR PARCEL 218 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 2 OF 10 October 28, 2014 THENCE NORTHEASTERLY, an arc distance of 340.44 feet, with a curve to the right having a radius of 11,050.00 feet, a delta angle of 01°45'55", and a chord which bears North 14'49'14" East, 340.43 feet, leaving the South line of the aforementioned 3.983 acre tract and the existing North right-of-way line of the aforementioned Winnebago Street, along the proposed West right-of-way line of U.S. 181, to a set Texas Department of Transportation "Type 1I" concrete monument, lying in the North line of the said 3.983 acre tract and the South line of the aforementioned 17.450 acre tract, for the Northwest corner of the herein described 3.886 acre parcel, from which a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", bears, N83°05'24"W, 80.72 feet, for the Northwest corner of the said 3.983 acre tract and an angle corner of the said 17.450 acre tract; (2) THENCE SOUTH 83°05'24" East, 422.43 feet, leaving the proposed West right-of-way line of U.S. 181, along the North line of the aforementioned 3.983 acre tract and a South line of the aforementioned 17.450 acre tract, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", lying in the existing West right-of-way line of Lake Street (60' right-of-way width), dedicated as a 60' road in the Clarkson Addition, recorded in Volume A, Page 5, of the Map Records of Nueces County, Texas, being the Northeast corner of the said 3.983 acre tract, an angle corner of the said 17.450 acre tract, and for the Northeast corner of the herein described 3.886 acre parcel; 22 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1152+28.77 - 1155+59,98 (3) PROPERTY DESCRIPTION FOR PARCEL 218 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 3 OF 10 October 28, 2014 THENCE SOUTH 10°06'51" West, 290.63 feet, along the East line of the aforementioned 3.983 acre tract, the existing West right-of-way line of the aforementioned Lake Street and the West line of a 1.175 acre "Tract II" tract of land, described in an instrument to HCS 311, LLC, recorded in Document #2005-021.231, Official Records Nueces County, Texas, passing at a distance of 30.46 a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", being the Southwest corner of the existing West right-of-way line of the said Lake Street and the Northwest corner of the said 1.175 acre tract, continuing along the East line of the said 3.983 acre tract and the West line of the said 1.175 acre tract, to a point for an angle corner of the said 3.983 acre tract, the Southwest corner of the said 1.175 acre tract, lying in the North line of a tract of land described as Lots 8 - 15, Block A, of the aforementioned Diaz Addition, in an instrument to Edwin Schroeder Properties, LLC, recorded in Document #2010-032523, Official Records Nueces County, Texas, and for an angle corner of the herein described 3.886 acre parcel, from which a found fence corner post bears, 874°56'10"W, 0.46 feet; (4) THENCE NORTH 88°36'24" West, 18.82 feet, along a South line of the aforementioned 3.983 acre tract, the North line of the aforementioned Schroeder tract, and the aforementioned Lots 13 - 15, Block A, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", for an angle corner of the said 3.973 acre, the Northwest corner of the said Schroeder tract, and for an angle corner of the herein described 3.886 acre parcel; (5) THENCE SOUTH 00°43'07" West, 91.11 feet, along the East line of the aforementioned 3.983 acre tract, the West line of the aforementioned Schroeder tract, and the West line of the aforementioned Lot 15, Block A, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", for the Southeast corner of the said 3.983 acre tract, the Southwest corner of the said Schroeder tract, and lying in the existing North right-of-way line of the aforementioned Winnebago Street, for the Southeast corner of the herein described 3.886 acre parcel; EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1152+28.77 -- 1155+59.98 PROPERTY DESCRIPTION FOR PARCEL 218 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 4 OF 10 October 28, 2014 (6) THENCE NORTH 89°16'53" West, 269.59 feet, along the South line of the aforementioned Lots 16 - 21, Block A and the existing North right-of- way line of the aforementioned Winnebago Street, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", for an angle corner of the herein described 3.886 acre parcel; 24 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1152+28.77 - 1155+59.98 (7( PROPERTY DESCRIPTION FOR PARCEL 218 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 5 OF 10 October 28, 2014 THENCE NORTH 60'10'33" West, 191.21 feet, continuing along the South line of the aforementioned Lot 21, Block A, the South line of the aforementioned 3.983 acre tract, and the existing North right-of-way line of the aforementioned Winnebago Street, to the POINT OF BEGINNING and containing 3.886 acres (169,264 square feet) of land, more or less. Access maybe permitted in accordance with access management manual guidelines. The bearing basis for this survey is Grid North, Texas State Plane Coordinate System, South Zone, NAD83(93). All coordinates, distances and areas shown are surface and may be converted to grid by dividing by the TxDOT conversion factor of 1.00000. A plat of even survey date herein accompanies and is made a part of this description. Stationing based off of proposed U.S. 181 alignment. THE STATE OF TEXAS X X KNOWN TO ALL MEN BY THESE PRESENTS: COUNTY OF BEXAR X I, R. Clay Swetman, a Registered Professional Land Surveyor, do hereby certify that the above field notes were prepared using information obtained by an on the ground survey made under my direction and supervision. Date day of , 2014 A.D. "PRELIMINARY, THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT." R. Clay Swetman Registered Professional Land Surveyor No. 5397 - State of Texas COSmuery - 3411 Magic Drive, San Antonio, Texas 78229 - 210-581-1111 TBPLS No. 100495-00 25 CSJ # District # Code Chart 64 # Project: Not Research and Development HOUSING AUTHORITY OF THE CITY OF CORPUS CHRISTI 17.450 ACRES VOL. 555, PG. 328 D.R.N.C.T. POC MATCH LINE "A A=01'45'5 RT R=11,050 00' L=340.44' CH=340/43' CB=N14'449'14"E PAVILION WITH EN BASKETBALL COURT QUEZ VILLAREAL SURVEY ABSTRACT NO. 1 / 169,264 SQ. FT. 3.886 ACRES CITY OF CORPUS CHRISTI 3.983 ACRES VOL. 399, PG. 297 D.R.N.C.T. VOL. 282, PG. 293 VOL. 285, PG. 139 VOL. 293, PG. 304 D.R.N.C.T. I Z 1,4 L MON. C.L. STATION OFFSET 2 1155+59.98 300.00' RT Y ▪ r � IH -37 rpm) T. SITE 1 N cn MORGAN AVE VICINITY MAN CORPUS CHRIST. TEXAS NOT TO SCALE POB I11R la iso B� ��o•ro 1-O< 1 'O:GWo _ 41.4,'q, w , �9T DIAZ ADDITIO BLOCK -1A 'r/ VOL.. A, PG, 5' fv(R.N.C.T. 50' 25' 0 SCALE IN FEET ACCESS MAYBE PERMITTED IN ACCORDANCE WITH ACCESS MANAGEMENT MANUAL GUIDELINES. A DESCRIPTION OF EVEN SURVEY DATE HEREIN ACCOMPANIES THI5 PIAT. (PARCEL 218.DOC) ONLY EASEMENTS SHOWN HEREON WERE REVIEWED BY CDS/MUERY SERVICES THE BEARING BASIS FOR THIS SURVEY IS GRID NORTH, TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH ZONE, NAD83(93). ALL COORDINATES, DISTANCES AND AREAS SHOWN ARE SURFACE AND MAY BE CONVERTED TO GRID BY DIVIDING BY THE TxDOT CONVERSION FACTOR OF 1.00000 50' LEGEND • SET TEXAS DEPARTMENT OF TRANSPORTATION 'TYPE II" CONCRETE MONUMENT o SET 5/8" IRON ROD WITH PLASTIC CAP STAMPED "CDS/MUERY S.A. TX" O SET 5/8" IRON ROD WITH TxDOT ALUMINUM CAP STAMPED 'ACCESS DENIAL PONT' • FOUND TxDOT TYPE I MONUMENT FOUND 1/2" IRON ROD • (UNLESS OTHERWISE SHOWN) —III— ACCESS DENIAL LINE (A.O.L.) I HEREBY CERTIFY THAT THE ABOVE DRAWING IS A TRUE AND CORRECT REPRESENTATION OF A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. 'PRELIM/M4) TEES DOCUMENT SEALL NOT BE REG'ORDOD pay ANY PURPOSE AND MALL NOT BE USED OR NEMfD OR RELIED UPON AS A EARL SURVEY DCCUMEA?.' R. CLAY SWETMAN REGISTERED PROFESSIONAL LAND SURVEYOR NO. 5397 R.O.W. D.R.N.C.T. O.R.N.C.T. M.R.N.C.T. P.O.B. P.O.C. N89'16'53"W 269,59' -H RIGHT-OF-WAY PROPERTY LINE PROPOSED CENTERUNE DEED RECORDS NUECES COUNTY, TEXAS OFFICIAL RECORDS NUECES COUN1Y. TEXAS MAP RECORDS NUECES COUNTY. TEXAS POINT OF BEGINNING POINT OF COMMENCING TEXAS' DEPA RTdHENT OF TRANSPORTATION U.S. 181 PARCEL NO. 218 CCSJ: 0101-06-095 RCSJ: 0101-06-109 NUECES COUNTY, TEXAS ROW ACQUISITION -3.888 ACRES [CORPUS CHRISTI DISTRICT DATE: OCTOBER 27. 2014 I PAGE 7 OF 10 26 CSJ # District # Code Chart 64 # Project: Not Research and Development HOUSING AUTHORITY OF THE CRY OF CORPUS CHRISTI 17.450 ACRES VOL. 555, PG. 32B D.R.N.C.T. N83'05'24"W 80.72' A'1'45'55" RT R=11,050.00' L=340.44' CH=340.43' CB=N14'49'14"E ON� ENRIQUEZ VILLAREAL SURVEY, ABSTRACT NO. i S83'05'241 422.43' "Ay ai, MO sr. 1 N 1 u_ GOI AVE. �w VICINITY MAP ----- CORPUS CHRISTI, TEXAS NOT TO SCALE PAVILION WITH BASKETBALL COURT 169,264 SQ. FT. 3.886 ACRES CITY OF CORPUS CHRISTI 3.983 ACRES VOL. 399, PG. 297 D.R,N.C,T. VOL 282, PG. 293 VOL. 285, PG. 139 VOL. 293, PG. 304 D.R.N.C.T. l MATCH LINE "A" MON. C.L. STATION OFFSET 1152+28.77 300.00' RT ACCESS MAYBE PERMITTED IN ACCORDANCE WITH ACCESS MANAGEMENT MANUAL GUIDELINES. A DESCRIPTION OF EVEN SURVEY DATE HEREIN ACCOMPANIES THIS PLAT. (PARCEL 218.DOC) ONLY EASEMENTS SHOWN HEREON WERE REVIEWED BY CDS/MUERY SERVICES THE BEARING BASIS FOR THIS SURVEY IS GRID NORTH, TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH ZONE, NAD83(93). ALL COORDINATES, DISTANCES AND AREAS SHOWN ARE SURFACE AND MAY BE CONVERTED TO GRID BY DIVIDING BY THE Tx DOT CONVERSION FACTOR OF 1.00000 LEGEND • SET TEXAS DEPARTMENT OF TRANSPORTATION "TYPE II" CONCRETE MONUMENT 50 25' 0 SCALE IN o SET 5/8' IRON ROD WITH PLASTIC CAP STAMPED "CDS/MUERY S.A. TX" • SET 5/8" IRON ROD WITH TxDOT ALUMINUM CAP STAMPED "ACCESS DENIAL POINT" • FOUND TxDOT TYPE I MONUMENT FOUND 1/2" IRON ROD • (UNLESS OTHERWISE SHOWN) ACCESS DENIAL UNE (A.D.L) 1 HEREBY CERTIFY THAT THE ABOVE DRAWING IS A TRUE AND CORRECT REPRESENTATION OF A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. 'ARET/M/ANRY, THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR HEWED OR Ruin UPON AS A RIVAL SURVEY DOCUMENT.' R. CLAY SWETMAN REGISTERED PROFESSIONAL LAND SURVEYOR NO. 5397 50' FEET MATCH LINE "B' R.O.W. RIGHT—OF—WAY ft PROPERTY UNE PROPOSED CENTERLINE D.R.N.C.T. DEED RECORDS NUECES COUNTY, TEXAS OFFICIAL RECORDS NUECES COUNTY, TEXAS M.R.N.C.T. MAP RECORDS NUECES COUNTY, TEXAS P.O.B. POINT OF BEGINNING P.O.C. POINT OF COMMENCING TEXAS _DEPAIRTMENT Ar OF TRANSPORTATION U.S. 181 PARCEL NO. 218 CCSJ: 0101-06-095 RCSJ: 0101-06-109 NUECES COUNTY, TEXAS ROW ACQUISITION -3.886 ACRES CORPUS CHRISTI DISTRICT DATE: OCTO6ER 27, 2014 I PAGE 6 OF 10 27 CSJ # District # Code Chart 64 # Project: Not Research and Development HOUSING AUTHORITY OF THE CITY OF CORPUS CHRISTI 17.450 ACRES VOL. 555, PG. 328 D.R.N.C.T. ENRIQUEZ VILMRE.4L SURVEY, ABSTRACT NO. 1 S83.05'24"E 422.43' CO 4 _. EXISTIN_G-R.O.W. 5 +MORGANRF VICINITY MAP CORPUS CHRISTI, T0(AS NOT TO SCALE 169,264 SQ. FT. 3.886 ACRES CITY OF CORPUS CHRISTI 3.983 ACRES VOL. 399, PG. 297 D.R.N.C.T. VOL. 282, PG. 293 VOL. 285, PG. 139 VOL. 293, PG. 304 D.R.N.C.T. MATCH LINE "C" LAKE STREET (60' RIGHT-OF-WAY) VOL. A, PG. 5 M.R.N.C.T. X. _.___.-_-may'' EXISTING R.O. 0 0, m w a a0, HCS 311, LLC "TRACT II" 1.175 ACRES 0004 2005-021231 O.R.N.C.T. 1 li I i- 50' 25' 0 SCALE IN FEET LEGEND A SET TEXAS DEPARTMENT OF TRANSPORTATION "TYPE II" CONCRETE MONUMENT O SET 5/8' IRON ROD WITH PLASTIC CAP STAMPED "CDS/MUERY S.A. TX" ® SET 5/8" IRON ROD WITH TxDOT ALUMINUM CAP STAMPED "ACCESS DENIAL POINT" • FOUND TxDOT TYPE I MONUMENT ACCESS MAYBE PERMITTED IN ACCORDANCE WITH ACCESS FOUND 1/2" IRON ROD • (UNLESS OTHERWISE SHOWN) —III— ACCESS DENIAL LINE (A.D.L.) MANAGEMENT MANUAL GUIDELINES. A DESCRIPTION OF EVEN SURVEY DATE HEREIN ACCOMPANIES THIS PLAT. (PARCEL 218.DOC) ONLY EASEMENTS SHOWN HEREON WERE REVIEWED BY CDS/MUERY SERVICES THE BEARING BASIS FOR THIS SURVEY IS GRID NORTH, TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH ZONE, NAD83(93). ALL COORDINATES, DISTANCES AND AREAS SHOWN ARE SURFACE AND MAY BE CONVERTED TO GRID BY DIVIDING BY THE TxDOT CONVERSION FACTOR OF 1.00000 I HEREBY CERTIFY THAT THE ABOVE DRAWING IS A TRUE AND CORRECT REPRESENTATION OF A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. 75REAM/N4RY, THIS DOCUMENT STET[[ NOT BE RECORDED MR ANY PURPOSE AND SMLL NOT BE L/SED OR MEWED OR RETIED UPON AS .4 f1AGIL SURVEY DOCUMEM. " R. CLAY SWETMAN REGISTERED PROFESSIONAL LAND SURVEYOR NO. 5397 50' R.O.W. RIGHT-OF-WAY IE PROPERTY UNE PROPOSED CENTERLINE D.R.N.C.T. DEED RECORDS NUECES COUNTY. TEXAS O.R.N.C.T. OFFICIAL RECORDS NUECES COUNTY, TEXAS M.R.N.C.T. MAP RECORDS NUECES COUNTY. TEXAS P.O.B. POINT OF BEGINNING P.O.C. POINT OF COMMENCING TEXAS IJE'PA_RTIIENT OF TRANSPORTATION U.S. 181 PARCEL NO. 218 CCS': 0101-06-095 RCS': 0101-06-109 NUECES COUNTY, TEXAS ROW ACQUISITION -3.865 ACRES CORPUS CHRISTI DISTRICT DATE: OCTOBER 27, 2614 PAGE 9 OF 10 28 CSJ # District # Code Chart 64 # Project: Not Research and Development ENRIQUEZ VILLAREAL SURVEY, ABSTRACT NO. i MATCH LINE "C" CIN OF CORPUS CHRISTI 3.983 \ACRES VOL. 399,. 297 D.R.N. T. VOL, 282, P 293 VOL, 285, pa. 139 VOL. 293, PG. 304 D.R.N.C.T. 169,264 SQ. FT. 3.886 ACRES } HCS 31;1, LLC "TRAC711" (FOUND FENCE/- 1175ACRES CORNER % I DDC.# 2005 021231 -" POST I/ I O. R.N.C.T:. S74'�'10"W, 0.46' i - N88'36'24"W 18.82' EDWIN SCHROEDER PROPERTIES, LLC. DOC #.2010-032523 O.R.N.C.T. EXISTING ROW'.'. N89'16'53"W 269.59' IR -37 VICINITY MAP CORPUS CHRISTI, TEYAS MOTTO SCALE ACCESS MAYBE PERMITTED IN ACCORDANCE WITH ACCESS MANAGEMENT MANUAL GUIDELINES. A DESCRIPTION OF EVEN SURVEY DATE HEREIN ACCOMPANIES THIS PLAT. (PARCEL 218.DOC) ONLY EASEMENTS SHOWN HEREON WERE REVIEWED BY CDS/MUERY SERVICES THE BEARING BASIS FOR THIS SURVEY IS GRID NORTH, TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH ZONE, NAD83(93). ALL COORDINATES, DISTANCES AND AREAS SHOWN ARE SURFACE AND MAY BE CONVERTED TO GRID BY DIVIDING BY THE TxDOT CONVERSION FACTOR OF 1.00000 DIA IDDI-TION �LdSCK A VAI ! IAjPG .C.T. 5 MTR.N WINNEBAGO STREET (60' R.O.W. WIDTH) VOL. A, PG. 5 M.R.N.C.T. 50 25' 0 SCALE IN FEET LEGEND © SET TEXAS DEPARTMENT OF TRANSPORTATION "TYPE €1" CONCRETE MONUMENT 0 SET 5/8" IRON ROD WITH PLASTIC CAP STAMPED "CDS/MUERY S.A. TX" ▪ SET 5/8" IRON ROD WITH TxDOT ALUMINUM CAP STAMPED "ACCESS DENIAL POINT" • FOUND TxDOT TYPE I MONUMENT FOUND 1/2" IRON ROD • (UNLESS OTHERWISE SHOWN) —III— ACCESS DENIAL LINE (A.D.L.) I HEREBY CERTIFY THAT THE ABOVE DRAWING IS A TRUE AND CORRECT REPRESENTATION OF A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. pRELNINARY, THIS DOCUMENT 3 4a NST BE RECORDED FOR ANY PURPOSE AND MAIL NOT BE USO OR NEli•E° OR RELIED UPON AS A FINAL SURVEY DOCUMBW:. " R. CLAY SWETMAN REGISTERED PROFESSIONAL LAND SURVEYOR NO. 5397 50' R.O.W. RIGHT-OF-WAY PROPERTY UNE c. PROPOSED CENTERLINE D.R.N.C.T. DEED RECORDS NUECES COUNTY, TEXAS O.R.N.C.T. OFFICIAL RECORDS NUECES COUNTY, TEXAS M.R.N.C.T. MAP RECORDS NUECES COUNTY, TEXAS P.O.B. POINT OF BEGINNING P.O.C. POINT OF COMMENCING ApprTFA'AS I2EPARTYVENT OF TRANSPORTATION- U.S. RANSPORTATION U.S. 181 PARCEL NO. 218 CCSJ: 0101-06-095 RCSJ: 0101-06-109 NUECES COUNTY, TEXAS ROW ACQUISITION -3.886 ACRES CORPUS CHRISTI DISTRICT' DATE OCTOBER 27, 2014 l PAGE 10 OF 10 29 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1156+83.46 - 1158+39.24 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 1 OF 9 November 3, 2014 PROPERTY DESCRIPTION FOR PARCEL 219 - Part I BEING a 1.641 acre (71,494 square feet) parcel of land situated in the Enriquez Villareal Survey, Abstract 1, Nueces County, Texas, and out of a remaining portion of a 2.63 acre tract of land described in an instrument to the City of Corpus Christi from Peter Berney, recorded in Volume 102, Page 626 of the Deed Records of Nueces County, Texas, dated January 30, 1914, and all of a tract of land described in an instrument to the City of Corpus Christi from Emma L. Lloyd, recorded in Volume 481, Page 516, of the Deed Records of Nueces County, Texas, also being out of Lot 1-A, of the Plat of Lots 1-A, 2-A, 3-A, & 4-A Bluff Annex, recorded in Volume 56, Page 56 of the Map Records of Nueces County, Texas, the aforementioned 1.641 acre parcel of land, more or less, being more particularly described by metes and bounds as follows: COMMENCING at a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", for the Southeast corner of the aforementioned Lot 1-A, the Southwest corner of Lot 3-A of the aforementioned Plat of Lots 1-A, 2-A, 3-A, & 4-A Bluff Annex, and lying in the existing North right-of-way line of Interstate Highway 37 (variable width right-of-way), described as a 0.103 of an acre "Parcel 142" tract of land to the State of Texas, and recorded in Volume 910, Page 505, of the Deed Records of Nueces County, Texas; THENCE NORTH 87°09'35" West, 63.02 feet, along the South line of the aforementioned Lot 1-A, and the existing North right--of-way line of the aforementioned Interstate Highway 37, to a set Texas Department of Transportation "Type II" concrete monument, for the POINT OF BEGINNING and lying in the proposed East right-of-way line of U.S. 181 (variable width right-of-way), for the Southeast a corner of the herein described 1.641 acre parcel; (1) THENCE NORTH 87°09'35" West, 270.10 feet, continuing along the South line of the aforementioned Lot 1-A and the existing North right-of-way line of the aforementioned Interstate Highway 37, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", for an angle corner of the herein described 1.641 acre parcel; (2) THENCE NORTH 62°25'38" West, 14.82 feet, continuing along the South line of the aforementioned Lot 1--A and the existing North right-of-way line of the aforementioned Interstate Highway 37, to a found Texas Department of Transporation "Type II" concrete monument, for an angle corner of the herein described 1.641 acre parcel; 30 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1156+83.46 - 1158+39.24 (3) CSJ # District # Code Chart 64 # Project: Not Research and Development Page 2 OF 9 November 3, 2014 PROPERTY DESCRIPTION FOR PARCEL 219 - Part I THENCE NORTH 23°48'41" West, 14.82 feet, continuing along the South line of the aforementioned Lot 1-A and the existing North right-of-way line of the aforementioned Interstate Highway 37, to a found Texas Department of Transportation "Type II" concrete monument, for an angle corner of the herein described 1.641 acre parcel; (4) THENCE NORTH 02°06'50" West, 153.38 feet, along the West line of the aforementioned Lot 1-A and the existing North right-of-way line of the aforementioned Interstate Highway 37, to a point, lying in the existing East right-of-way line of Brownlee Boulevard (variable width right-of- way - no document found), for an angle corner of the herein described 1.641 acre parcel, from which a found 60D nail bears, N06°03'51"E, 1.11 feet; (5) THENCE NORTH 00°29'56" East, 48.81 feet, along the West line of the aforementioned Lot 1-A and the existing East right-of-way line of the aforemenionted Brownlee Boulevard, to a point, for a point of curvature and an angle corner of the herein described 1.641 acre parcel, from which a found 5/8" iron rod bears N10°38'24"W 0.15 feet; (6) THENCE NORTHEASTERLY, an arc distance of 17.11 feet, with a curve to the right having a radius of 10.00 feet, a delta angle of 98°03'03", and a chord which bears North 49°31'29" East, 15.10 feet, along the West line ofthe aforementioned Lot 1-A and the existing East right-of- way line of the aforemenionted Brownlee Boulevard, to a point, lying in the existing South right-of-way line of Winnebago Street (60' right-of- way width), a 60' dedicated road in the Diaz Addition, recored in Volume A, Page 5, of the Map Records of Nueces County, Texas, for a point of curvature and an angle corner of the herein described 1.641 acre parcel, from which a found 5/8" iron rod bears N73°30'07"W 1.17 feet; (7) THENCE SOUTHEASTERLY, an arc distance of 44.42 feet, with a curve to the left having a radius of 325.00 feet, a delta angle of 07'49'55", and a chord which bears South 85°2.1'55" East, 44.39 feet, along the North line of the aforementioned Lot 1-A and the existing South right- of-way line of the aforemenionted Winnebago Street, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", for an angle corner of the herein described 1.641 acre parcel; EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1156+83.46 - 1158+39.24 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 3 OF 9 November 3, 2014 PROPERTY DESCRIPTION FOR PARCEL 219 - Part I (8) THENCE SOUTH 89°16'53" East, 242.43 feet, along the North line of the aforementioned Lot 1-A and the existing South right-of-way line of the aforemenionted Winnebago Street, to a found drilled hole, for the North corner of the said Lot 1-A and the Northwest Corner of the aforementioned Lot 2-A, for the Northeast corner of the herein described 1.641 acre parcel; (9) THENCE SOUTH 06°05'21" East, 91.20 feet, leaving the North line of the aforementioned Lot 1-A and the existing South right-of-way line of the aforementioned Winnebago Street, along an East line of the said Lot 1-A and the West line of the aforementioned Lot 2-A, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", for an angle corner of the said Lot 1-A, the Southwest corner of the said Lot 2-A, and for an angle corner of the herein described 1.641 acre parcel; (10) THENCE SOUTH 89"54'34" East, 20.18 feet, along a North line of the aforementioned Lot 1-A and a South line of the aforementioned Lot 2-A, to a set Texas Department of Transportation "Type II" concrete monument, lying in the proposed East right-of-way of U.S. 181, for the beginning of a proposed "Access Denial Line" and an angle corner of the herein described 1.641 acre parcel, from which a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", bears 589°54'34"E, 30.53 feet being the Northeast corner of the said Lot 1-A; (11) THENCE SOUTHWESTERLY, an arc distance of 152.16 feet, with a curve to the left having a radius of 10,500.00 feet, a delta angle of 00°49'49", and a chord which bears South 12°51'53" West, 152.16 feet, along the proposed East right-of-way line of U.S., to the POINT OF BEGINNING and the end of the proposed "Access Denial Line", and containing 1.641 acres (71,494 square feet) of land, more or less. The total length of the herein described proposed "Access Denial Line" is 152.16 feet. Access is prohibited across the "Access Denial Line" to the highway facility from the remainder of the abutting property. The bearing basis for this survey is Grid North, Texas State Plane Coordinate System, South Zone, NAD83(93). All coordinates, distances and areas shown are surface and may be converted to grid by dividing by the TxDOT conversion factor of 1.00000. A plat of even survey date herein accompanies and is made a part of this description. 32 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1155+88.61 - 1156+83.46 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 4 OF 9 November 3, 2014 PROPERTY DESCRIPTION FOR PARCEL 219 - Part II BEING a 0.074 of an acre (3,236 square feet) parcel of land situated in the Enriquez Villareal Survey, Abstract 1, Nueces County, Texas, and being out of a tract of land described in an instrument to the City of Corpus Christi from Mrs. Emma L. Lloyd, recorded in Volume 481, Page 516, of the Deed Records of Nueces County, Texas, and being all of a tract of land to the City of Corpus Christi through Condemnation Proceedings No. 689, also being out of Lot 2-A, of the Plat of Lots 1-A, 2-A, 3-A, & 4-A Bluff Annex, recorded in Volume 56, Page 56 of the Map Records of Nueces County, Texas, the aforementioned 0.074 of an acre parcel of land, more or less, being more particularly described by metes and bounds as follows: COMMENCING at a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", for the Northeast corner of Lot -2A of the aforementioned Plat of Lots 1- A, 2-A, 3-A, & 4-A Bluff Annex, and lying in the existing South right-of-way line of Winnebago Street (60' right-of-way), a 60' dedicated road in the Diaz Addition, recorded in Volume A, Page 5, Map Records Nueces County, Texas; THENCE NORTH 89°16'53" West, 515.42 feet, along the North line of the aforementioned Lot 2-A, and the existing South right-of-way line of the aforementioned Winnebago Street, to a set Texas Department of Transportation "Type II" concrete monument, for the POINT OF BEGINNING and being at the beginning of a proposed "Access Denial Line", also lying in the proposed East right-of-way line of U.S. 181 (variable width right-of-way), for the Northeast corner of the herein described 0.074 of an acre parcel; (1) THENCE SOUTHWESTERLY, an arc distance of 92.64 feet, with a curve to the left having a radius of 10,500.00 feet, a delta angle of 00°30'20", and a chord which bears South 13°31'57" West, 92.64 feet, leaving the North line of the aforementioned Lot 2-A and the existing South right- of-way line of the aforementioned Winnebago Street, along the proposed East right-of-way line of U.S. 181 and the proposed "Access Denial Line", to a set Texas Department of Transportation "Type II" concrete monument, lying in the South line of the aforementioned Lot 2-A and the North line of Lot 1-A of the aforementioned Plat of Lots 1-A, 2-A, 3-A, and 4-A Bluff Annex, for the end of the proposed "Access Denail Line", and for the Southeast corner of the herein described 0.074 of an acre parcel, from which a set 5/8" iron rod with plastic cap stamped "CDS/MJERY S.A. TX", at a Northeast corner of the said Lot 1-A, bears 589°54'34"E, 30.53 feet; EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1155+88.61 - 1156+83.46 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 5 OF 9 November 3, 2014 PROPERTY DESCRIPTION FOR PARCEL 219 - Part II (2) THENCE NORTH 89°54'34" West, 20.18 feet, along the South line of aforementioned Lot 2-A and a North line of the aforementioned Lot 1-A, to a set 5/8" iron rod with plastic cap stamped "CDS/MCIERY S.A. TX", for the Southwest corner of the said Lot 2-A, an angle corner of the said Lot 1-A, and for the Southwest corner of the herein described 0.074 of an acre parcel; (3) THENCE NORTH 06'05'21" West, 91.20 feet, along the West line of the aforementioned Lot 2-A and the East line of the aforementioned Lot 1-A, to a found drilled hole, for the Northwest corner of the said Lot 2-A, a Northeast corner of the said Lot 1-A, and lying in the existing South right-of-way line of the aforementioned Winnebago Street, for the Northwest corner of the herein described 0.074 of an acre parcel; 34 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1155+88.61 - 1156+83.46 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 6 OF 9 November 3, 2014 PROPERTY DESCRIPTION FOR PARCEL 219 - Part II (5) THENCE SOUTH 89'16'53" East, 51.54 feet, along the North line of the aforementioned Lot 2-A and the existing South right-of-way line of the aforementioned Winnebago Street, to the POINT OF BEGINNING and containing 0.074 of an acre (3,236 square feet) of land, more or less. The total length of the herein described proposed "Access Denial Line" is 92.64 feet. Part I = 1.641 acres (71,494 square feet) Part II = 0.074 of an acre (3,236 square feet) Total = 1.715 acres (74,730 square feet) Access is prohibited across the "Access Denial Line" to the highway facility from the remainder of the abutting property. The bearing basis for this survey is Grid North, Texas State Plane Coordinate System, South Zone, NAD83(93). All coordinates, distances and areas shown are surface and may be converted to grid by dividing by the TxDOT conversion factor of 1.00000. A plat of even survey date herein accompanies and is made a part of this description. Stationing based off of proposed U.S. 181 alignment. THE STATE OF TEXAS X X KNOWN TO ALL MEN BY THESE PRESENTS: COUNTY OF BEXAR X I, R. Clay Swetman, a Registered Professional Land Surveyor, do hereby certify that the above field notes were prepared using information obtained by an on the ground survey made under my direction and supervision. Date day of , 2014 A.D. "PRELIMINARY, THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT." R. Clay Swetman Registered Professional Land Surveyor No. 5397 -- State of Texas CDSmuery - 3411 Magic Drive, San Antonio, Texas 78229 -- 210-581-1111 TBPLS No. 100495-00 35 CSJ # District # Code Chart 64 # Project: Not Research and Development SURV. ET NO..1 _J f 'C C +OF=COR S CHRISTI \_ �J 1 ' - V L 1842, PC.�_ 952 r- " V L. 2033 PG,. 165 ° LOTS- 1-A,2 A,-- 3-A' 8i 4-A VOL:I 20 PG. 745 BLUFF N EX D1.R.[Nit.f.; OLJLs6hLK 56 EM 6rTllO1o ass J ' 1 KR_1A.1LCT 239 0 1L !W W. WINNEBAGO STREET W!'" C IH -37 • 6 5 SITE-" M5RGW VICINITY MAP CORPUS CHRISTI, TEXAS NOT TO SCALE LI PART I 1.641 ACRS L1 71,494 SQ FT: PART 11 J --0.074 OF AN ACRE 1Th \ 3,236 SQ. FT. 1 LOT 3 A o --.� CITY OF CORPUS-GHRI T$ I___ 6 =fN FP5-R S TA T '�� 263 ACRE II, VOL 102, PG. VOt 481 �Gji 1 200' 100' 0 200' SCALE IN FEET ACCESS IS PROHIBITED ACROSS THE "ACCESS DENIAL LINE" TO THE HIGHWAY FACILITY FROM THE REMAINDER OF THE ABUTTING PROPERTY. A DESCRIPTION OF EVEN SURVEY DATE HEREIN ACCOMPANIES THIS THIS PLAT. (PARCEL 219.00C) ONLY EASEMENTS SHOWN HEREON WERE REVIEWED BY CDS/MUERY SERVICES THE BEARING BASIS FOR THIS SURVEY IS GRID NORTH, TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH ZONE, NAD83(93). ALL COORDINATES, DISTANCES AND AREAS SHOWN ARE SURFACE AND MAY BE CONVERTED TO GRID BY DIVIDING BY THE TxDOT CONVERSION FACTOR OF 1.00000 I HEREBY CERTIFY THAT THE ABOVE DRAWING IS A TRUE AND CORRECT REPRESENTATION OF A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. 'PRoJA2MNRY 7N/S DQ UMEWT SYNLL Nor BE R EE'RDED RW ANY PUfi1R2SE AND STALL M7r et limo OR VIEWED OR RELIED UPON .45' A f7N4. SURW EY DCCUMENr. " - Lr y LOT 4- HIGHWAY --37 (VARYING WIDTH RIGHT-OF-WAY) LEGEND R.O.W. SET TEXAS DEPARTMENT OF TRANSPORTATION "TYPE II" CONCRETE MONUMENT SET 5/8" IRON ROD WITH PLASTIC CAP STAMPED "CDS/MUERY S.A. TX" D.R.N.C.T. SET 5/8' IRON ROD WITH TxDOT ALUMINUM CAP STAMPED ACCESS DENIAL POINT' • FOUND TxDOT TYPE I MONUMENT FOUND 1/2"IRON ROD • (UNLESS OTHERWISE SHOWN) ACCESS DENIAL LINE (ADL) R. CLAY SWETMAN REGISTERED PROFESSIONAL LAND SURVEYOR NO. 5397 O.R.N.C.T. M.R.N.C.T. P.O.B. P.O.C. RIGHT-OF-WAY PROPERTY UNE PROPOSED CENTERLINE DEED RECORDS NUECES COUNTY, TEXAS OFFICIAL RECORDS NUECES COUNTY, TEXAS MAP RECORDS NUECES COUNTY, TEXAS POINT OF BEGINNING POINT OF COMMENCING TL'XAS DEPA RTAf"A" T OF TRANSPORTATION U.S. 181 PARCEL NO. 219 - PART I AND II CCSJ: 0101-06-095 RCSJ: 0101-06-109 NUECES COUNTY, TEXAS ROW ACQUISRION-TOTAL OF 1.715 ACRES CORPUS CHRISTI DISTRICT DATE: NOVEMBER 3, 2014 PAGE 7 OF 9 36 CSJ # District # Code Chart 64 # Project: Not Research and Development FOUND 5/8" `_— IRON ROAD ,� ,—_ "- G1- C2 FOUND 5/8"•I IRON ROD } A52I- 31 y a� z z w a x � Z U U I ao 0 00 cY}z Wrr FOUND TOOT TYPE WINNEBAGO STREET (6 CI RIGHT-OF-WAY) _ VOL. -A.-ED 5 M.R.N.C.T. S89'16'53"E 242.43' ' / 7' \ ENRIQUEZ VILLr4RE.9L SURVEY, =1=/ \ ABSTRACT NO. 1 ,'I N10'38'24'W I 1 c 1 \ EXISTING R10.W FOUND. ILLED HOLEI_ PLAT OF LOTS 1-A, 2-A, 3-A Sc 4-A BLUFF ANNEX VOL. 56, PG. 56 M.R.N.C.T. \ ? FOUND \ 1 / 600 NUL \ f \ =.% 1- 1 , NO6'03'51"E/ ti \ 1.11' / • LOT 1 A -A CITY 'OF CORPUS CHRISITI VOL. 184, PG. •'952 VOL.�2033,, 1PG., 165 �G� 209 PG. 745 VAN. .T. NATIO NO. 689 Q � a, 0 = A,?Q �� 17.2' BLDG. N23'48'41 "W„I, 14.82 FOTJNO� TxDOT TYPE II 2 -STORY CINDER BLOCK 3c BRICK CITY OF CORPUS CHRISITI 2.63 ACRES VOL 102, PG. 626 48.5' I VOL 481, PG. 516 BLDG. I D,R.N,C.T. / 0 / MON. C.L. STATION 1 1156+83.46 2 1158+39.24 2'25'38"W ----- 14.82' OFFSET 250.00' LT 250.00' LT PART I 1.641 ACRES 71,494 SQ. FT. S89'54'34"E 20.18' II MON BEGIN A.D.C: I I ®-1�0 c CURVE RADIUS C1 10.00' C2 325.00' C3 10,500.00' 14' UTILITY EASEMENT EXIST/NG Row.N8T09 35 W i LNiTR-NGTAT 27010 H�F�IYY -3-7 (VARYING WIDTH R GHT-pF_AY STAT 1OF TEXAS 'PAR EL 142" -0.19 OF AN ACRE- i- VOL. 910, 00. 505 DRNC7^ L GTH DELTA CH. BEARING )CH. LENGTH 17.11' 98'03'03" RT N49'31'29"E 15.10' 44.42' 07'49'55" LT S85'21'55"E 44.39' 152.16 00'49'49" LT S12"51'53"W 152.16' VICINITY MAP CORPUS CHRISTI. TEXAS N00 TO SCALE ACCESS IS PROHIBITED ACROSS THE "ACCESS DENIAL LINE" TO THE HIGHWAY FACILITY FROM THE REMAINDER OF THE ABUTTING PROPERTY. A DESCRIPTION OF EVEN SURVEY DATE HEREIN ACCOMPANIES THIS PLAT. (PARCEL 219.DOC) ONLY EASEMENTS SHOWN HEREON WERE REVIEWED BY CDS/MUERY SERVICES THE BEARING BASIS FOR THIS SURVEY IS GRID NORTH, TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH ZONE, NAD83(93). ALL COORDINATES, DISTANCES AND AREAS SHOWN ARE SURFACE AND MAY BE CONVERTED TO GRID BY DIVIDING BY THE TxDOT CONVERSION FACTOR OF 1.00000 I HEREBY CERTIFY THAT THE ABOVE DRAWING IS A TRUE AND CORRECT REPRESENTATION OF A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. ?WQ/MIAWPY, INNS DOCUMENT SAHLL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE ISO OR HEWED OR RELIED UPON ASA ,'7M4L SURVEY DOCUMENT" LEGEND A SET TEXAS DEPARTMENT OF TRANSPORTATION "TYPE II" CONCRETE MONUMENT oFF LPOC D A.o L POB, / N8.7'09'35"W 63;02' IMM 50 25' 0 SCALE IN FEET O SET 5/6" IRON ROD WITH PLASTIC CAP STAMPED "CDS/MUERY S.A. TX" ® SET 5/8" IRON ROD WITH TxDOT ALUMINUM CAP STAMPED ACCESS DENIAL POINT" ■ FOUND TxDOT TYPE [ MONUMENT FOUND 1/2" IRON ROD • (UNLESS OTHERWISE SHOWN) ACCESS DENIAL LINE (A.D.L) R. CLAY SWETMAN REGISTERED PROFESSIONAL LAND SURVEYOR NO. 5397 R.O.W. D.R.N.C.T. O.R.N.C.T. M.R.N.C.T. P.0.13. P.O.C. 50' RIGHT-OF-WAY PROPERTY LINE PROPOSED CENTERUNE DEED RECORDS NUECES COUNTY, TEXAS OFFICIAL RECORDS NUECES COUNTY, TEXAS MAP RECORDS NUECES COUNTY, TEXAS POINT OF BEGINNING POINT OF COMMENCING ` TEXAS DEPART/WENT OF TRANSPORTATION U.S. 181 PARCEL NO. 219 - PART I CM: 0101-06-095 RCSJ: 0101-06-109 NUECES COUNTY, TEXAS ROW ACCWISR70N-1.641 ACRES CORPUS CHRISTI DISTRICT' DATE: NOVEMBER 3, 2014 PAGE 8 OF 9 37 CSJ # District # Code Chart 64 # Project: Not Research and Development -- 589'16'53"E 51.54' UND ILLEO OLE,I m POB rL WINNETIA_GO STREET (60RIGHT-OF-WAY) VOL. A. PG. 5 M.R.N.C.T. N89' 16'53"W 515.42' PART 11 0.074 OF AN ACRE 3,236 SQ. FT. EX 1,5 TNG- ROW ....... _.. X �� �J 17 CORPUS ,CHRISITI LVOL 481 pc; .-516' VOL' '1842„PGi 952 VOL:•',203, PG.' 165 VOL.12095, PG. 745 D.RNCT ” CIpNDEMNATION- Nd. 689 LOT 2--A. SEE rl DETAIL A 1 -STORY CINDER BLOCK & BRICK I 30.53' PLAT 9F IMON 2 END s LOTS 1—LUFFA_ xANNEX 4 &'4— A 0, -- VOL. 56, G. 56— ENRIQLLAR�FAL ,SURVEY_ M.N.C.T. U. ABSTRACT NO. I' " I N89'54'34"W I 20.18' LOT 1 - /C POC CITY OF CORPUS CHRISITI DETAIL A 2.63 ACRES NOT TO SCALE VOL. 102, PG. 626 VOL. 481, PG. 516 // D.R.N.C.T. / LOT 3—A 'J EXISTING R.O.W. ��"'i lL1T� EASEMENT INTERSTATE HIGHWAY 37 (VARYING WIDTH RIGHT-OF-WAY) IIIMIN 50' 25' 0 50' SCALE IN FEET 1 wiz 1 -STORY oN eu ; CINDER BLOCK oa d & BRICK CURVE RADIUS LENGTH C1 10,500.00' 92.64' ACCESS IS PROHIBITED ACROSS THE "ACCESS DENIAL LINE" TO THE HIGHWAY FACILIN FROM THE REMAINDER OF THE ABUTTING PROPERTY. A DESCRIPTION OF EVEN SURVEY DATE HEREIN ACCOMPANIES THIS PLAT. (PARCEL 219.DOC) '0 VICINITY CORPUS CHRIST. SCALE MON. C.L. STATION 1 1155+88.61 2 1156+83.46 DELTA 00'30'20" LT OFFSET 250,00' LT 250.00' LT CH. BEARING CH. LENGTH S13'31'57"W 92.64' LEGEND R.O.W. • SET TEXAS DEPARTMENT OF TRANSPORTATION "TYPE II" CONCRETE R. MONUMENT O SET 5/8" IRON ROD WITH PLASTIC CAP STAMPED "CDS/MUERY S.A. TX" ® SET 5/8" IRON ROD WITH TxDOT ALUMINUM CAP STAMPED "ACCESS DENIAL POINT" • FOUND TxDOT TYPE I MONUMENT FOUND 1/2" IRON R09 • (UNLESS OTHERWISE SHOWN) ACCESS DENIAL LINE (A.D.L.) ONLY EASEMENTS SHOWN HEREON WERE REVIEWED BY CDS/MUERY SERVICES THE BEARING BASIS FOR THIS SURVEY IS GRID NORTH, TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH ZONE, NAD83(93). ALL COORDINATES, DISTANCES AND AREAS SHOWN ARE SURFACE AND MAY BE CONVERTED TO GRID BY DIVIDING BY THE TxDOT CONVERSION FACTOR OF 1.00000 I HEREBY CERTIFY THAT THE ABOVE DRAWING IS A TRUE AND CORRECT REPRESENTATION OF A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. "PREUMIN4Rn TMS DOCUMENT MALL NOT BE RECORDED TDR ANY PURPOSE AND SK4LL Nor BE USED OR NEM W OR RELJED UPON AS A fM4L SURVEY DOCUMENT." R. CLAY SWETMAN REGISTERED PROFESSIONAL LAND SURVEYOR N0. 5397 RIGHT-OF-WAY PROPERTY LINE PROPOSED CENTERLINE D.R.N.C.T. DEED RECORDS NUECES COUNTY, TEXAS OFFICIAL RECORDS NUECES COUNTY, TEXAS M.R.N.C.T. MAP RECORDS NUECES COUNTY, TEXAS P.O.B. POINT OF BEGINNING P.O.C. PONT OF COMMENCING O.R.N.C.T. Apr 7' I' IJFPARTYIF'NT OF TRANS'PORTAT'ION U.S. 181 PARCEL NO. 219 — PART II CCSJ: 0101-06-095 RCSJ: 0101-06-109 NUECES COUNTY, TEXAS ROW ACQUISITION -0.074 OF AN ACRE CORPUS CHRISTI DISTRICT! DATE NOVEMBER 3, 2014 PAGE 9 OF 9 38 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1157+57.19 - 1159+02.17 PROPERTY DESCRIPTION FOR PARCEL 221 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 1 OF 6 November 3, 2014 BEING a 1.128 acre (49,144 square feet) parcel of land situated in the Enriquez Villareal Survey, Abstract 1, Nueces County, Texas, and being out of a remaining portion of a 2.63 acre tract of land described in an instrument to the City of Corpus Christi from Peter Berney, recorded in Volume 102, Page 626 of the Deed Records of Nueces County, Texas, dated January 30, 1914, and also being all of the remaining portion of a tract of land described as Lot 6, Block 1, Craven Heights Addition, recorded in Volume A, Page 7, of the Map Records of Nueces County, Texas, in an instrument to the City of Corpus Christi from H.G. Sherman, recorded in Volume 176, Page 90, of the Deed Records of Nueces County, Texas, dated December 28, 1927, and also being out of a tract of land described as Lot 7 and all of the remaining portion of Lots 4 and 5, Block 1, of the aforementioned Craven Heights Addition, in an instrument to the City of Corpus Christi from E.G. Younts and wife, Lois Younts, recorded in Volume 263, Page 455, of the Deed Records of Nueces County, Texas, dated December 14, 1940, and also being out of a tract of land described as Lots 1 and 8, and all of the remaining portions of Lots 2 and 3, Block 1, of the said Craven Heights Addition, in an instrument to the City of Corpus Christi from Arthur E. Scheffel and wife, Emma Scheffel, recorded in Volume 263, Page 534, of the Deed Records of Nueces County, Texas, dated December 24, 1940, the aforementioned 1.128 acre parcel of land, more or less, being more particularly described by metes and bounds as follows: COMMENCING at a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX', for a Northwest corner of Lot 7, Block 1, of the aforementioned Craven Heights Addition, the Southwest corner of a tract of land described in an instrument to the Housing Authority of the City of Corpus Christi recorded in Volume 266, Page 386 of the Deed Records of Nueces County, Texas, and lying in the existing East right-of-way line of Culberson Street (50' right-of-way width), a 50' dedicated road in the said Craven Heights Addition; THENCE SOUTH 89°32'38" East, 146.28 feet, along the North line of the aforementioned Lot 7, Block 1, and the South line of the aforementioned Housing Authority of the City of Corpus Christi tract, to a set Texas Department of Transportation "Type II" concrete monument, for the POINT OF BEGINNING and lying in a proposed "Access Denial Line", also lying in the proposed West right-of-way line of U.S. 181 (variable width right-of-way), and being the Northwest corner of the herein described 1.128 acre parcel; 39 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1157+57.19 - 1159+02.17 PROPERTY DESCRIPTION FOR PARCEL 221 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 2 OF 6 November 3, 2014 (1) THENCE SOUTH 89°32'38" East, 163.83 feet, leaving the proposed West right-of-way line of U.S. 181 and the proposed West "Access Denial Line", along the North line of the aforementioned Lot 7, Block 1, the North line of the aforementioned remaining portion of Lots 4 - 6, Block 1, and the South line of the aforementioned Housing Authority of the City of Corpus Christi tract, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", lying in the West line of the aforementioned remaining portion of a 2.63 acre tract, for the Northeast corner of the said Lot 6, the Southeast corner of the said Housing Authority of the City of Corpus Christi tract, and for an angle corner of the herein described 1.128 acre parcel; (2) THENCE NORTH 19'03'26" East, 68.40 feet, along the West line of the aforementioned remaining portion of a 2.63 acre tract and the East line of the aforementioned Housing Authority of the City of Corpus Christi tract, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", being the Northwest corner of the said remaining portion of a 2.63 acre tract, the Northeast corner of the said Housing Authority of the City of Corpus Christi tract, and lying in the existing South right-of- way line of Winnebago Street (60' right-of-way width), a 60' dedicated road in the aforementioned Craven Heights Addition, for an angle corner of the herein described 1.128 acre parcel; (3) THENCE SOUTH 60°10'33" East, 25.68 feet, along the North line of the aforementioned remaining portion of a 2.63 acre tract and the existing South right-of-way line of the aforementioned Winnebago Street, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", lying in the existing West right-of-way line of Brownlee Boulevard (variable width right-of-way - no document found), being the Northeast corner of the said remaining portion of a 2.63 acre tract and for the Northeast corner of the herein described 1.128 acre parcel; 40 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1157+57.19 - 1159+02.17 PROPERTY DESCRIPTION FOR PARCEL 221 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 3 OF 6 November 3, 2014 (4) THENCE SOUTH 00°29'56" West, 73.84 feet, along the East line of the aforementioned remaining portion of a 2.63 acre tract and the existing West right-of-way line of the aforementioned Brownlee Boulevard, to a point, lying in the existing North right-of-way line of Interstate Highway 37 (variable width right-of-way), described as a 0.434 of an acre "Parcel 143" parcel to the State of Texas, recorded in Volume 910, Page 505, of the Deed Records Nueces County, Texas, for an angle corner of the herein described 1.128 acre parcel, from which a found Texas Department of Transportation "Type II" concrete monument bears N00°29'56"E 1.78 feet; (5) THENCE SOUTH 03°10'42" West, 100.23 feet, along the East line of the aforementioned remaining portion of a 2.63 acre tract and the existing North right-of-way lineof the aforementioned Interstate Highway 37, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A.'TX", for an angle corner of the herein described 1.128 acre parcel; (6) THENCE SOUTH 25°04'54" West, 29.92 feet, continuing along the along the East line of the aforementioned remaining portion of a 2.63 acre tract and the existing North right-of-way line of the aforementioned Interstate Highway 37, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", for an angle corner of the herein described 1.128 acre parcel; (7) THENCE SOUTH 68°26'52" West, 29.92 feet, continuing along the along the East line of the aforementioned remaining portion of a 2.63 acre tract and the existing North right--of--way line of the aforementioned Interstate Highway 37, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", for an angle corner of the herein described 1.128 acre parcel; 41 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1157+57.19 - 1159+02.17 PROPERTY DESCRIPTION FOR PARCEL 221 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 4 OF 6 November 3, 2014 (8) THENCE NORTH 89°51'52" West, 310.04 feet, along the South line of the aforementioned remaining portion of a 2.63 acre tract, the South line of the remaining portion of Lots 1 - 6, Block 1, of the aforementioned Craven Heights Addition, and continuing along the existing North right- of-way line of the aforementioned Interstate Highway 37, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", being the Southwest corner of the said remaining portion of Lot 1, Block 1, lying in the existing East right-of-way line of Culberson Street (50' right- of-way width), a 50' dedicated road in the said Craven Heights Addition, for an angle corner of the herein described 1.128 acre parcel; (9) THENCE NORTH 00°43'14" East, 39.40 feet, leaving the South line of the remaining portion of Lot 1, Block 1 and the North line of the aforementioned Interstate Highway 37, along the West line of the said remaining portion of Lot 1, Block 1 and the existing East right-of-way line of the aforementioned Culberson Street, to a set Texas Department of Transportation "Type II" concrete monument, lying in the proposed West right-of-way line of U.S. 181, for an angle corner of the herein described 1.128 acre parcel; (10) THENCE NORTH 64"40'08" East, 3.72 feet, leaving the West line of the said remaining portion of Lot 1, Block 1 and the existing East right- of-way line of the aforementioned Culberson Street, along the proposed West right-of-way line U.S. 181, to a set Texas Department of Transportation "Type II" concrete monument, for an angle corner of the herein described 1.128 acre parcel; 42 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1157+57.19 - 1159+02.17 PROPERTY DESCRIPTION FOR PARCEL 221 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 5 OF 6 November 3, 2014 (11) THENCE NORTH 50°21'02" East, 187.61 feet, continuing along the proposed West right--of--way line of the U.S. 181, passing at a distance of 63.44 feet, a set 5/8" iron rod with TxDOT aluminum cap stamped "Access Denial Point", for the Beginning of a proposed "Access Denial Line", continuing to the POINT OF BEGINNING and the end of the proposed "Access Denial Line" and containing 1.128 acres (49,142 square feet) of land, more or less. The total length of the herein described proposed "Access Denial Line" is 124.17 feet. Access is prohibited across the "Access Denial Line" to the highway facility from the remainder of the abutting property. The bearing basis for this survey is Grid North, Texas State Plane Coordinate System, South Zone, NAD83(93). All coordinates, distances and areas shown are surface and may be converted to grid by dividing by the TxDOT conversion factor of 1.00000. A plat of even survey date herein accompanies and is made a part of this description. Stationing based off of proposed U.S. 181 alignment. THE STATE OF TEXAS X X KNOWN TO ALL MEN BY THESE PRESENTS: COUNTY OF BEXAR X I, R. Clay Swetman, a Registered Professional Land Surveyor, do hereby certify that the above field notes were prepared using information obtained by an on the ground survey made under my direction and supervision. Date day of , 2014 A.D. "PRELIMINARY, THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT." R. Clay Swetman Registered Professional Land Surveyor No. 5397 - State of Texas CDSmnery - 3411 Magic Drive, San Antonio, Texas 78229 - 210-581-1111 TBPLS No. 100495-00 43 CSJ # District # Code Chart 64 # Project: Not Research and Development MON. C.L. STATION OFFSET 1 1157+57.19 344.90' RT 2 1159+02.17 462.96° RT 3 1159+00.00 460.00' RT 4 1158+52.05 420.86' RT LINE BEARING LENGTH L1 S60'10°33"E 25.68' L2 525'04'54"W 29.92' L3 S68'26'52"W 29.92' L4 N64'40°08"E 3.72' /04oC POC EXISTING R.O.W. W co • z eR" S89'32'38"E 146.28' HOUSING AUTHORITY OF THE CITY OF COPRUS CHIRSTI VOL. 266, PG. 386 D.R.N.C.T. POB BEG ADL MON. 4 589`32'38"E 163.83' THE CITY OF CORPUS CHRISTI REMAING PORTION OF 2.63 ACRES VOL 102, PG. 626 D.R.N.C.T. VOL. 176, PG. 90 VOL. 263, PG. 455 VOL. 263, PG. 534 D.R.N.C.T. MON. 3 L4 MON. 2 0 0 z CRAVEN HEIGHTS ADDITION BLOCK 1 VOL. A, PG. 7 M.R. N.C.T. MORGAN AVE. 1. VICINITY MAP CORPUS CHRISTI, TEXAS NOT TO SCALE STATE OF TEXAS "PARCEL 143" 0.434 OF AN ACRE VOL. 910, PG. 505 D.R.N.C.T. ACCESS IS PROHIBITED ACROSS THE "ACCESS DENIAL LINE" TO THE HIGHWAY FACILITY FROM THE REMAINDER OF THE ABUTTING PROPERTY. A DESCRIPTION OF EVEN SURVEY DATE HEREIN ACCOMPANIES THIS PLAT. (PARCEL 221.DOC) ONLY EASEMENTS SHOWN HEREON WERE REVIEWED BY CDS/MUERY SERVICES THE BEARING BASIS FOR THIS SURVEY IS GRID NORTH, TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH ZONE, NAD83(93). ALL COORDINATES, DISTANCES AND AREAS SHOWN ARE SURFACE AND MAY BE CONVERTED TO GRID BY DIVIDING BY THE TxDOT CONVERSION FACTOR OF 1.00000 I HEREBY CERTIFY THAT THE ABOVE DRAWING IS A TRUE AND CORRECT REPRESENTATION OF A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. iW,1VIMARY, THIS DOCUMENT SNAIL NOT BE RECORDED FOR ANY PURPOSE AND SNAIL NOT BE USED OR VIEWED OR REZIED UPON AS A MAL SURVEY DOCUMENT." Aso, ryes ray 9 ofr: G.0P 1.128 ACRE 49,144 SQ. Y F0UN0\ TxDOT \t TYPE II N. 1, Ea a 2 2o o N 0 N89`51'52"W 310.04' INTERSTATE HIGHWAY 37 (VARYING WIDTH RIGHT-OF-WAY) I LEGEND A SET TEXAS DEPARTMENT OF TRANSPORTATION "TYPE II" CONCRETE MONUMENT SET 5/8' IRON ROD WITH PLASTIC CAP STAMPED "CDS/MUERY S.A. TX" ® SET 5/8" IRON ROD WITH TxDOT ALUMINUM CAP STAMPED "ACCESS DENIAL POINT" • FOUND TxDOT TYPE I MONUMENT FOUND 1/2" IRON ROD • (UNLESS OTHERWISE SHOWN) ACCESS DENIAL LINE (AA.L) 0 50' —MI— R. CLAY SWETMAN REGISTERED PROFESSIONAL LAND SURVEYOR NO. 5397 25' SCALE R.O.W. D.R.N.C.T. O.R.N.C.T. M.R.N.C.T. P.O.B. P.O.C. 0 IN FEET RIGHT-OF-WAY PROPERTY UNE PROPOSED CENTERLINE DEED RECORDS NUECES COUNTY, TEXAS OFFICIAL RECORDS NUECES COUNTY, TEXAS MAP RECORDS NUECES COUNTY, TEXAS POINT OF BEGINNING POINT OF COMMENCING 50' TEXAS DEPART'YIENT OF TRANSPORTATION U.S. 181 PARCEL N0. 221 CCSJ: 0101-06-095 RCSJ: 0101-08-109 NUECES COUNTY, TEXAS ROW ACQUISMON-1.128 ACRES CORPUS CHRISTI DISTRICT! DATE NOVEMBER 3, 2014 PAGE 6 OF 6 44 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1163+13.64 - 1164+34.06 PROPERTY DESCRIPTION FOR PARCEL 222 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 1 OF 4 October 27, 2014 BEING a 0.080 of an acre (3,476 square feet) parcel of land situated in the Enriquez Villareal Survey, Abstract 1, Nueces County, Texas, and out of a tract of land described in an instrument to the City of Corpus Christi from Mrs. Elizabeth D. Clarkson, recorded in Volume 76, Page 107, of the Deed Records of Nueces County, Texas, dated May 30, 1911, and out of a tract of land described in an instrument to the City of Corpus Christi from Dennis McBride, recorded in Volume 76, Page 108, of the Deed Records of Nueces County, Texas, and also out of a tract of land described in an instrument to the City of Corpus Christi from The Corpus Christi National Bank, recorded in Volume 76, Page 110, of the Deed Records of Nueces County, Texas, also being out of a remaining portion of Lots 10, 11, and 12, Block 3, of the West End Addition, recorded in Volume A, Page 5 of the Map Records of Nueces County, Texas, the aforementioned 0.080 acre parcel of land, more or less, being more particularly described by metes and bounds as follows: COMMENCING at a found Texas Department of Transportation "Type II" concrete monument, lying in the North line of the aforementioned remaining portion of Lot 10 and in the existing South right-of-way line of Interstate Highway 37 (variable width right-of-way), described as a 0.390 of an acre "Parcel 204" tract of land in an instrument to the State of Texas, recorded in Volume 896, Page 581, of the Deed Records Nueces County, Texas; THENCE SOUTH 60°48'49" West, 35.96 feet, along the North line of the aforementioned remaining portion of Lot 10 and the existing South right-of- way line of the aforementioned Interstate Highway 37, to a set Texas Department of Transportation "Type II" concrete monument, for the POINT OF BEGINNING and lying in the proposed East right-of-way line of U.S. 181 (variable width right-of-way), for the Northeast corner of the herein described 0.080 of an acre parcel; (1) THENCE SOUTH 13°03'50" West, 117.98 feet, leaving the North line of the aforementioned remaining portion of Lot 10 and the existing South right-of-way line of the aforementioned Interstate Highway 37, along the proposed East right-of-way line of U.S. 181, to a set Texas Department of Transportation "Type II" concrete monument, lying in the South line of the aforementioned Lot 12 and in the North line of a 12' alley, dedicated in the aforementioned West End Addition, for the Southeast corner of the herein described 0.080 of acre parcel, from which a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", for the Southeast corner of the aforementioned Lot 12, bears S89°27'07"E, 120.08 feet; 45 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1163+13.64 - 1164+34.06 PROPERTY DESCRIPTION FOR PARCEL 222 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 2 OF 4 October 27, 2014 (2) THENCE NORTH 89°27'07" West, 24.23 feet, along the South line of the aforementioned Lot 12 and the North line of the aforementioned 12' alley, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", lying in the East line of a 12' alley, dedicated in the aforementioned West End Addition, for the Southwest corner of the herein described 0.080 of an acre parcel; (3) THENCE NORTH 00°32'53" East, 80.43 feet, along the East line of the aforementioned 12' alley, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX, lying in the existing South right-of-way line of the aforementioned Interstate Highway 37 and remaining portion of the aforementioned Lot 11, for the Northwest corner of the herein described 0.080 of an acre parcel; (4) THENCE NORTH 51°03'28" East, 32.26 feet, along the North line of the aforementioned remaining portion of Lot 11, the North Line of the aforementioned remaining portion of Lot 10, and the existing South right-of-way line of the aforementioned Interstate Highway 37, to a found Texas Department of Transportation "Type II" concrete monument, for an angle corner of the herein described 0.080 of an acre parcel; 46 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1163+13.64 - 1164+34.06 (5) PROPERTY DESCRIPTION FOR PARCEL 222 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 3 OF 4 October 27, 2014 THENCE NORTH 60°48'49" East, 28.68 feet, continuing along the North line of the aforementioned remaining portion of Lot 10 and the existing South right--of--way line of the aforementioned Interstate Highway 37, to the POINT OF BEGINNING and containing 0.080 of an acre (3,476 square feet) of land, more or less. Access maybe permitted in accordance with access management manual guidelines. The bearing basis for this survey is Grid North, Texas State Plane Coordinate System, South Zone, NAD83(93). All coordinates, distances and areas shown are surface and may be converted to grid by dividing by the TxDOT conversion factor of 1.00000. A plat of even survey date herein accompanies and is made a part of this description. Stationing based off of proposed U.S. 181 alignment. THE STATE OF TEXAS X X KNOWN TO ALL MEN BY THESE PRESENTS: COUNTY OF BEXAR X I, R. Clay Swetman, a Registered Professional Land Surveyor, do hereby certify that the above field notes were prepared using information obtained by an on the ground survey made under my direction and supervision. Date day of , 2014 A.D. "PRELIMINARY, THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT." R. Clay Swetman Registered Professional Land Surveyor No. 5397 - State of Texas CDSmuery - 3411 Magic Drive, San Antonio, Texas 78229 - 210-581-1111 TBPLS No. 100495-00 47 CSJ # District # Code Chart 64 # Project: Not Research and Development ENRIQUEZ VILLAREAL SURVEY, ABSTRACT NO. 1 7 • 3 wl' - oe 4Y • FOUND TxDOT TYP STATE OF TEXAS "PARCEL 204" POC D 0.390 OF AN GA 581 Y „3/ FO O TYPE dl D.R.N.C.T. GZ-11S syN,•() �1 5 ItiNEN R\GN1' FOUND 1 `,,Eg, ,1G 110 TxDOT TYPE FOUND TxDOT TYPE I MON. 1 POB. FOUND TxDOT TYPE II LOT 10 LOT11— . , CITY OF CORPUS CHRISTI VOL. 76, PG. 107 VOL. 76, PG. 108 VOL: 761 PG, 110 D.R.N.C.T. .r - • WEST END ADDITION BLOCK 3 VOL. A, PG. 5 LOT 12 S89'47'22"E 0.72' FOUND 1 TxDOT TYPE II/ \ / .---- MON. MON. C.L. STATION OFFSET LINE BEARING LENGTH. 1 1163+13.64 245.00' LT L1 S60'48'49"W 35.96' 2 1164+34.06 237.87' LT L2 N89'27'07'W 24.23' L3 N51'03'28"E .32.26' L4 N60'48'49"E 28.68' OISZEWSKI STAINED GLASS STUDIO VOL. 1907. PG. 597 D.R.N.C.T. ADOLPH M. GONZALES AND RRA GONZALES OOC.j 1999-031455 O.R.N.C.T. 50' 25' 0 SCALE IN FEET 50' ACCESS MAYBE PERMITTED IN ACCORDANCE WITH ACCESS MANAGEMENT MANUAL GUIDELINES. A DESCRIPTION OF EVEN SURVEY DATE HEREIN ACCOMPANIES THIS PLAT. (PARCEL 222.DOC) 0.080 Ofr AN ACRE 3,476 I SQ. FT.._, VICINITY MAP CORPUS CHRISTI, TEXAS NOT TO SCALE LEGEND R.O.W. c. D.R.N.C.T. 6 SET TEXAS DEPARTMENT OF TRANSPORTATION "TYPE II" CONCRETE MONUMENT O SET 5/8" IRON ROD WITH PLASTIC CAP STAMPED "CDS/MUERY S.A. TX" ® SET 5/8" IRON ROD WITH TxDOT ALUMINUM CAP STAMPED "ACCESS DENIAL POINT" ▪ FOUND TxDOT TYPE I MONUMENT FOUND 1/2" IRON ROD • (UNLESS OTHERWISE SHOWN) ACC SS DENIAL LINE (A.D.L.) ONLY EASEMENTS SHOWN HEREON WERE REVIEWED BY CDS/MUERY SERVICES THE BEARING BASIS FOR THIS SURVEY IS GRID NORTH, TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH ZONE, NAD83(93). ALL COORDINATES, DISTANCES AND AREAS SHOWN ARE SURFACE AND MAY BE CONVERTED TO GRID BY DIVIDING BY THE TxDOT CONVERSION FACTOR OF 1.00000 I HEREBY CERTIFY THAT THE ABOVE DRAWING IS A TRUE AND CORRECT REPRESENTATION OF A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. 'PREININARY, THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURF125F AND MALL NOT BE USED OR NEWED DR RELIED UPON AS A FINAL 5Y/RtEY DOCUMENT.' R. CLAY SWETMAN REGISTERED PROFESSIONAL LAND SURVEYOR NO. 5397 O.R.N.C.T. M.R.N.C.T. P.0.9. P.O.C. RIGHT—OF—WAY PROPERTY UNE PROPOSED CENTERLINE DEED RECORDS NUECES COUNTY, TEXAS OFFICIAL RECORDS NUECES COUNTY, TEXAS MAP RECORDS NUECES COUNTY, TEXAS POINT OF BEGINNING POINT OF COMMENCING TEXAS IJEPARTA'[ENT OF TRANSPORTATION U.S. 181 PARCEL NO. 222 CCSJ: 0101-06-095 RCSJ: 0101-06-109 NUECES COUNTY, TEXAS ROW ACQUIS€TION-0.260 OF AN ACRE 1 CORPUS CHRISTI DISTRICT DATE: OCTOBER 27, 2014 I PAGE 4 OF 4 48 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1163+67.02 PROPERTY DESCRIPTION 8'OR PARCEL 223 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 1 OF 4 October 27, 2014 BEING a 0.159 of an acre (6,923 square feet) parcel of land situated in the Enriquez Villareal Survey, Abstract 1, Nueces County, Texas, and out of a tract of land described in an instrument to the City of Corpus Christi from Mrs. Elizabeth D. Clarkson, recorded in Volume 76, Page 107, of the Deed Records of Nueces County, Texas, dated May 30, 1911, and out of a tract of land described in an instrument to the City of Corpus Christi from The Corpus Christi National Bank, recorded in Volume 76, Page 110, of the Deed Records of Nueces County, Texas, also being out of a remaining portion of Lots 7 and 8, Block 3, of the West End Addition, recorded in Volume A, Page 5 of the Map Records of Nueces County, Texas, the aforementioned 0.159 acre parcel of land, more or less, being more particularly described by metes and bounds as follows: COMMENCING at a found Texas Department of Transportation "Type II" concrete monument, lying in the North line of the remaining portion of a 12' alley, dedicated in the aforementioned West End Addition and in the existing South right-of-way line of Interstate Highway 37 (variable width right-of-way), described as a 0.390 of an acre "Parcel 204" tract of land in an instrument to the State of Texas, recorded in Volume 896, Page 581, of the Deed Records Nueces County, Texas; THENCE SOUTH 70°36'06" West, 3.78 feet, along the North line of the remaining portion of the aforementioned 12' alley and the existing South right-of-way line of the aforementioned Interstate Highway 37, to a set Texas Department of Transportation "Type II" concrete monument, for the POINT OF BEGINNING and lying in the East line of the aforementioned remaining portion of Lot 8 and for the Northeast corner of the herein described 0.159 of an acre parcel; (1) THENCE SOUTH 00°32'53" West, 72.18 feet, leaving the existing South right-of-way line of the aforementioned Interstate Highway 37, along the East line of the aforementioned remaining portion of Lot 8, Lot 7 and the West line of the aforementioned 12' alley, to a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", lying in the South line of the aforementioned remaining portion of Lot 7 and in the North line of a 12' alley, dedicated in the aforementioned West End Addition, for the Southeast corner of the herein described 0.159 of acre parcel, from which a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX" tor the southeast corner of Lot 12 of the aforementioned West End Addition, bears S89°27'07"E, 156.31 feet; 49 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 1B1 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 1163+67.02 PROPERTY DESCRIPTION FOR PARCEL 223 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 2 OF 4 October 27, 2014 (2) THENCE NORTH 89°27'07" West, 144.00 feet, along the South line of the aforementioned remaining portion of Lot 7 and the North line of the aforementioned 12' alley, to a point, lying in the existing South right-of-way line of the aforementioned Interstate Highway 37, for the Southwest corner of the said aforementioned Lot 7 and the Southwest corner of the herein described 0.159 of an acre parcel, from which a found Texas Department of Transportation "Type II" concrete monument, bears S89°47'22"E, 0.72 feet; (3) THENCE NORTH 28°09'47" East, 49.63 feet, along the West line of the aforementioned remaining portion of Lot 7 and the existing East right- of-way line of the aforementioned Interstate Highway 37, to a found Texas Department of Transportation "Type II" concrete monument for an angle corner of the herein described 0.159 of an acre parcel; (4) THENCE SOUTH 89°27'07" East, 43.27 feet, along the North the of the aforementioned remaining portion of Lot 7 and the existing South right- of-way line of the aforementioned Interstate Highway 37, to a found Texas Department of Transportation "Type II" concrete monument, for an angle corner of the herein described 0.159 of an acre parcel; 50 COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: CCSJ: 0101-06-095 RCSJ: 0101-06-109 1163+67.02 EXHIBIT "A" From: Nueces Bay To: Agnes Street PROPERTY DESCRIPTION FOR PARCEL 223 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 3 OF 4 October 27, 2014 (5) THENCE NORTH 70°36'06" East, 82.68 feet, continuing along the North line of the aforementioned remaining portion of Lot 7, the North line of the aforementioned remaining portion of Lot 8, and the existing South right-of-way line of the aforementioned Interstate Highway 37, to the POINT OF BEGINNING and containing 0.159 of an acre (6,923 square feet) of land, more or less. The bearing basis for this survey is Grid North, Texas State Plane Coordinate System, South Zone, NAD83(93). All coordinates, distances and areas shown are surface and may be converted to grid by dividing by the TxDOT conversion factor of 1.00000. A plat of even survey date herein accompanies and is made a part of this description. Stationing based off of proposed U.S. 181 alignment. THE STATE OF TEXAS X X KNOWN TO ALL MEN BY THESE PRESENTS: COUNTY OF BEXAR X I, R. Clay Swetman, a Registered Professional Land Surveyor, do hereby certify that the above field notes were prepared using information obtained by an on the ground survey made under my direction and supervision. Date day of , 2014 A.D. "PRELIMINARY, THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT." R. Clay Swetman Registered Professional Land Surveyor No. 5397 - State of Texas CDSmuery - 3411 Magic Drive, San Antonio, Texas 78229 - 210-581-1111 TBPLS No. 100495-00 51 CSJ # District # Code Chart 64 # Project: Not Research and Development STATE OF TEXAS "PARCEL 204" 0.390 OF AN ACRE 3`1 VOL. 896, PG. 581 D.R.N.C.7. Si\GOF ,W PFOUTYPND `O- TxOOT E, ENRIQUEZ VILLAREAL SURVEY, ABSTRACT NO. 1 FOUND TxDOT TYPE If LOT 10 FOUNDI TxDOT TYPE 11 r WTS 1NG MON. 1//L LOT 11 POB V CITY OF CORPUS CHRISTI FOUND FOUNp�6 E .61.P. -.POC VOL. 76, PG. 108 TxDOT TYPE Txo0T TYPE I€- N�036EXstIdG LOT B N I a VOL 76, PG. 110 //� � — — — —4'— r- i- c D.R.N.C.T. </v o 1 n1 WEST END ADDITION ice' 0) r1� VOL. 3 o, .co c, LOT 7 0.159 OF oAN ACRE r A, PG. 5 go , o M.R:N.C.T,__:_, 6,923 SQ. FT: � tS ob 1 LOT 12. EXISTING R:Ow. _.. x89'27'07"E 156.31' CI \-: N89'27' 07"W 144.00'_ 12' ALLEY S89.47'22E 0.72' FOUND Tx00T TYPE 4/ MON. C.L. STATION OFFSET 1 1163+67.02 190.90' LT 50' 25' 0 50' SCALE IN FEET OLSZEWSKI STAINED GLASS STUDIO VOL 1907, PG. 597 D.R.N.C.T. ADOLPH M. GONZALES AND RRA GONZALES DOC.# 1999-031455 O.R.N.C.T. 1INE BEARING LENGTI-1 L1 S70'36'06"W 3.78' L2 389'27'07"E 43.27' L3 S51'03'28"W 43.20' e \ IH -37 LEOPARD ST. 0 MORBIUI AVE BALDRIN BLVD VICINITY MAP CORPUS CHRISTI, TEXAS NOT TO SCALE LEGEND R.O.W. RIGHT-OF-WAY A SET TEXAS DEPARTMENT OF TRANSPORTATION "TYPE II" CONCRETE E PROPERTY LINE MONUMENT PROPOSED CENTERLINE • SET 5/8" IRON ROD WITH PLASTIC CAP STAMPED "CDS/MUERY 5.A. TX" D.R.N.C.T. DEED RECORDS NUECES COUNTY, TEXAS ® SET 5/8" IRON ROD WITH TxDOT ALUMINUM CAP STAMPED O.R.N.C.T. OFFICIAL RECORDS "ACCESS DENIAL POINT" NUECES COUNTY, TEXAS • FOUND TxDOT TYPE I MONUMENT M.R.N.C.T. MAP RECORDS FOUND 1/2" IRON ROD NUECES COUNTY, TEXAS A DESCRIPTION OF EVEN SURVEY DATE HEREIN • (UNLESS OTHERWISE SHOWN) p,Q,B, POINT OF BEGINNING ACCOMPANIES THIS PLAT. (PARCEL 223.DOC) —11— ACCESS DENIAL LINE (A.D.L.) ONLY EASEMENTS SHOWN HEREON WERE REVIEWED BY CDS/MUERY SERVICES THE BEARING BASIS FOR THIS SURVEY IS GRID NORTH, TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH ZONE, NAD83(93). ALL COORDINATES. DISTANCES AND AREAS SHOWN ARE SURFACE AND MAY BE CONVERTED TO GRID BY DIVIDING BY THE TxDOT CONVERSION FACTOR OF 1.00000 I HEREBY CERTIFY THAT THE ABOVE DRAWING IS A TRUE AND CORRECT REPRESENTATION OF A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. PRE1JM/N4RY, THIS D000IME]VT MALL NOT BE RECORDED FOR ANY PURPOSE AND SHILL NOT BE USED OR HEWED 134 REZIED UPON AS A FINAL SURVEY DOCUMEM.' R. CLAY SWETMAN REGISTERED PROFESSIONAL LAND SURVEYOR NO. 5397 P.Q.C. POINT OF COMMENCING TF XA S P EP A R TkLI EN T Air OF TRANSPORTATION U.S. 181 PARCEL N0. 223 CCSJ: 0101-06-095 RCS): 0101-06-109 NUECES COUNTY, TEXAS ROW ACQUISITION -0.159 OF AN ACRE CORPUS CHRISTI DISTRICT DATE: OCTOBER 27, 2014 I PAGE 4 OF 4 52 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 29+07.35 - 29+72.83 PROPERTY DESCRIPTION FOR PARCEL 251 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 1 OF 4 November 3, 2014 BEING a 0.015 acre (634 square feet) parcel of land situated in the Enriquez Villareal Survey, Abstract 1, Nueces County, Texas, and being out of the remaining portion of Lot 4, Block 2, Craven Heights Addition, recorded in Volume A, Page 7, of the Map Records of Nueces County, Texas, in an instrument to the City of Corpus Christi from Virginio Rois and wife, Mercedes Rios, recorded in Volume 1366, Page 57, of the Deed Records of Nueces County, Texas, dated April 3, 1970, and also being out of the remaining portion of Lot 3, Block 2 of the aforementioned Craven Heights Addition, in an instrument to the City of Corpus Christi from I.W. Shaffer and wife, Marjorie W. Shaffer, recorded in Volume 1365, Page 147, of the Deed Records of Nueces County, Texas, dated February 24, 1970, the aforementioned 0.015 acre parcel of land, more or less, being more particularly described by metes and bounds as follows: COMMENCING at a found Texas Department of Transportation "Type II" concrete monument, lying in the existing East right-of-way line of Coke Street (50' right-of-way width), a 50' dedicated road in the aforementioned Craven Heights Addition, and in the existing North right-of-way line of Interstate Highway 37 (variable width right-of-way), described as a 0.027 of an acre "Parcel 147" parcel, to the State of Texas, recorded in Volume 928, Page 616, of the Deed Records of Nueces County, Texas, and also described as a 0.032 of an acre "Parcel 146" parcel, to the State of Texas, recorded in Volume 908, Page 157, of the Deed Records of Nueces County, Texas, and also described as a 0.036 of an acre "Parcel 146" parcel, to the State of Texas, recorded in Volume 910, Page 342, of the Deed Records of Nueces County, Texas, and also described as a 0.040 of an acre "Parcel 145" parcel, to the State of Texas, recorded in Volume 907, Page 402, of the Deed Records of Nueces County, Texas, for the Southwest corner; THENCE NORTH 86°18'04" East, 134.97 feet, leaving the existing West line of the existing East right-of-way line of the aforementioned Coke Street, along the South line of the said Craven Heights Addition and the existing North right- of-way line of the aforementioned Interstate Highway 37, to a set Texas Department of Transportation "Type II" concrete monument, for the POINT OF BEGINNING and lying in the proposed West right-of-way line of U.S. 181 (variable width right-of-way), and being the Southwest corner of the herein described 0.015 acre parcel; 53 CSJ # District # Code Chart 64 # Project: Not Research and Development EXHIBIT "A" Page 2 OF 4 COUNTY: Nueces November 3, 2014 HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101.06-109 29+07.35 - 29+72.83 (1) PROPERTY DESCRIPTION FOR PARCEL 251 THENCE NORTH 64°40'08" East, 72.83 feet, along the proposed West right-- of-way line of U.S. 181, to a set Texas Department of Transportation "Type II" concrete monument, lying in the East line of the said City of Corpus Christi tract, the existing West right-of-way line of Culberson Street (50' right-of-way width), a 50' dedicated road in the aforementioned Craven Heights Addition, for the Northeast corner of the herein described 0.015 acre parcel, from which a set 5/8" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", for the Northeast corner of the Lot 6, bears N00°43'14"E 146.69 feet; (2) THENCE SOUTH 00°43'14" West, 17.04 feet, leaving the proposed West right- of-way line of U.S. 181, along the East line of the aforementioned City of Corpus Christi tract and the existing West right-of-way line of the aforementioned Culberson Street, to a set 5/0" iron rod with plastic cap stamped "CDS/MUERY S.A. TX", for the Southeast corner of the herein described 0.015 acre parcel in the North right-of-way of Interstate 37; (3) THENCE SOUTH 75°20'33" West, 51.86 feet, departing said Culberson Street, along the South line of the aforementioned City of Corpus Christi tract and the existing North right--of--way line of the aforementioned Interstate Highway 37, to a set 5/8" iron rod with plastic cap stamped "CPS/MUERY S.A. TX", for an angle corner of the herein described 0.015 acre parcel; 54 EXHIBIT "A" COUNTY: Nueces HIGHWAY: U.S. 181 PROJECT LIMITS: From: Nueces Bay To: Agnes Street CCSJ: 0101-06-095 RCSJ: 0101-06-109 29+07.35 - 29+72.83 PROPERTY DESCRIPTION FOR PARCEL 251 CSJ # District # Code Chart 64 # Project: Not Research and Development Page 3 OF 4 November 3, 2014 (4) THENCE SOUTH 86°18'04" West, 15.48 feet, along the South line of the aforementioned City of Corpus Christi tract and the existing North right- of-way line of the aforementioned Interstate Highway 37, to the POINT OF BEGINNING and containing 0.015 acres (634 square feet) of land, more or less. Access maybe permitted in accordance with access management manual guidelines. The bearing basis for this survey is Grid North, Texas State Plane Coordinate System, South Zone, NAD83(93). All coordinates, distances and areas shown are surface and may be converted to grid by dividing by the TxDOT conversion factor of 1.00000. A plat of even survey date herein accompanies and is made a part of this description. Stationing based off of proposed IH 37 alignment.. THE STATE OF TEXAS X X KNOWN TO ALL MEN BY THESE PRESENTS: COUNTY OF BEXAR X I, R. Clay Swetman, a Registered Professional Land Surveyor, do hereby certify that the above field notes were prepared using information obtained by an on the ground survey made under my direction and supervision. Date day of 2014 A.D. "PRELIMINARY, THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT." R. Clay Swetman Registered Professional Land Surveyor No, 5397 - State of Texas CDSmuery - 3411 Magic Drive, San Antonio, Texas 78229 - 210-581-1111 TBPLS No. 100495-00 55 CSJ # District # Code Chart 64 # Project: Not Research and Development MON.---- _C, L--STATION- 1 29+72.83 2 Z3+07.35 OFf4sCr 238.90' RT 270.79' RT HOUSING AUTHORITY OF THE CITY OF COPRUS CHIRSTI VOL. 266, PG. 386 D.R.N.C.T. r. ENRIQUEZ VILLAREAL SURVEY, ABSTRACT NO. 1 THE CITY VOL. VOL. CARVEN HEIGHTS ADDITION BLOCK 2 VOL. A, PG. 7 M.R.N.C.T. OF CORPUS CHRISTI 1365, PG. 147 1366, PG. 57 D.R.N.C.T. 4,715 ACRE - 4"S POB POC T11SEXISTING R.ow N86'18' 04"E 134.97' FOUND _ 1TzDOT TYP ISDI - j In PROPO\Dl•� • 6,0 MON 1 �• S' `-$6' S86' 18'04"W 15.48' J 1_J 3 11 • o�. 0 6- X MON. EXISTING R.O.W. BLOCK 1 2 S00'43' 14'W 17.04' STATE OF TEXAS ' STATE OF TEXAS ' STATE OF TEXAS STATE OF TEXAS "PARCEL 147" "PARCEL. I4fi' "PARCEL 145" _ PARC0.040 OF 0R]27 OF AN ACRE 0.032 OF AN ACRE_.,JT: N- AN ACRE VOL 92a Pr, 53.&. -- 5A 50 0-T37 VOL. 910, PC. 342 VOL,. 907; - P0.- 402 VOL. 910.. B _ 505-- 6i;xNC.T. I6-37 LEOPARD ST 5 VICINITY MAP CORPUS CHRISTI, TEXAS NOT TO SCALE o ��- N-T'EitS-TAT — TIIGHWAY 37:_� (VARYING WIDTH RIGHT-OF-WAY) - ENRIQUEZ VILLAREAL SURVEY, ABSTRACT NO. 1 ACCESS MAYBE PERMITTED IN ACCORDANCE WITH ACCESS MANAGEMENT MANUAL GUIDELINES. A DESCRIPTION OF EVEN SURVEY DATE HEREIN ACCOMPANIES THIS PLAT. (PARCEL 251.DOC) ONLY EASEMENTS SHOWN HEREON WERE REVIEWED BY CDS/MUERY LEGEND 50 25' 0 SCALE IN FEET R.O.W. • SET TEXAS DEPARTMENT OF TRANSPORTATION "TYPE II" CONCRETE MONUMENT 0 D.R.N.C.T. SET 5/8" IRON ROD WITH PLASTIC CAP STAMPED "CDS/MUERY S.A. TX" SET 5/8" IRON ROD WITH TxDOT ALUMINUM CAP STAMPED "ACCESS DENIAL POINT" ▪ FOUND TxDOT TYPE 1 MONUMENT FOUND 1/2" IRON ROD • (UNLESS OTHERWISE SHOWN) —11— ACCESS DENIAL LINE SERVICES THE BEARING BASIS FOR THIS SURVEY IS GRID NORTH, TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH ZONE, NAD83(93). ALL COORDINATES, DISTANCES AND AREAS SHOWN ARE SURFACE AND MAY BE CONVERTED TO GRID BY DIVIDING BY THE TxDOT CONVERSION FACTOR OF 1.00000 I HEREBY CERTIFY THAT THE ABOVE DRAWING IS A TRUE AND CORRECT REPRESENTATION OF A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. 7PREL/M/A44RY, 7H'S DOCUMEWT SHV. NOT HE RECORDED RJR ANY PURPOSE AND SH4LL NOr 5E USED OR VIEWED OR RELIED UPON AS A ANAL SURVEY a7CU41E4T." R. CLAY SWETMAN REGISTERED PROFESSIONAL LAND SURVEYOR NO. 5397 50' RIGHT-OF-WAY PROPERTY UNE PROPOSED CENTERLINE DEED RECORDS NUECES COUNTY. TEXAS O.R.N.C.T. OFFICIAL RECORDS NUECES COUNTY, TEXAS M.R.N.C.T. MAP RECORDS NUECES COUNTY, TEXAS P.O.B. POINT OF BEGINNING P.O.C. POINT OF COMMENCING TL XA5 .DEPARTrYlE NT OF TRANSPORTATION U.S. 181 PARCEL NO. 251 CCS3: 0101-06-095 ROW: 0101-06-109 NUECES COUNTY, TEXAS ROW ACOUISETION-0.015 OF AN ACRE 1 CORPUS CHRISTI DISTRICT DATE: NOVEMBER 3. 2014 PAGE 4 OF 4 56 CSJ # District # Code Chart 64 # Project: Not Research and Development ATTACHMENT B CITY RESOLUTION OR ORDINANCE CSJ # District # Code Chart 64 # Project: Not Research and Development ATTACHMENT C MAP OF PROJECT r JJ < _ Project Li Nueces Bay Option Work Project Limit redreet OP _ ai .-'.J .tw �3f*N u%J.:,,ryf ! 1Jfll, miumimaimonr, a mown pi —worm f i 1' .nur37sy _arifalarr \ X 9"1gii}i ACP rJ-'444th: Crs13 £> argEth.n 58 cr)L L 12 r 0 U� (j) 0_ O.+, O CL U� V US 181 Harbor Bridge Replacement Project (HBRP) Council Presentation December 9, 2014 17TOZ 'OE AInf —104X1* Reduce Potential Roadway Closures 3 p m V) N [,) r+ cn 0 C V7 cn (Dv)iN t O M rr+ -, ('> 2 = v Q -G rte+ nCfcl <O c ( m r� rn oi cu 71" _ O c rt = 0J S CU n = rD rD rt 1.SoJ aDueua.u!eW u Relocating the US 181 Harbor Bridge* — za.2ppg a4-cooia2I Atm n z -oo rll r+ me c^ 11111 on 444L LC 7 a Ln HBR Project Description Corpus Chr sti Capital Programs ✓DEVELOP -DESIGN -CONSTRUCT -MAINTAIN CONTRACT: • Removal and replacement of the existing Harbor Bridge • Recommended Alternative - Red Alternative. • Total project length is 6.44 miles (bridge and connecting roadways) • 6 -lane divided structure • Re-routing of US 181 from 1-37 bridge • Improve SH 286 and 1-37 interchange to add direct connects • Improve 1-37 from Shoreline to Nueces Bay for re-routing of US 181 • Reconstruct US 181 north to Beach Avenue • Reconstruct US 181 at Burleson Street • Utility Relocations • ROW Acquisition • Environmental Mitigation • Public Involvement HBR Timeline Corpus Chr sti Capital Programs May 1956 — Construction Begins on Harbor Bridge Nov 1959 — Bridge Opens to Traffic 2003 — TXDOT Completes Study Which Recommends Replacing Bridge 2011— TXDOT Holds Public Scoping Meetings Jan 2013 — TXDOT Prepares Route Scenarios Jun 2013 — Council Approves Resolution of Support (029867) Jun 2013 — Texas Transportation Commission (TTC) Commits Funding for HBR Jan 2014 — TXDOT Releases Draft Environmental Impact Statement Mar 2014 — TXDOT Releases RFQ for Project Jun 2014 — TXDOT Selects 4 Teams for RFP Responses Aug 2014 — R/UDAT Develops Report - S.E.A. District & North Beach Oct 2014 — TXDOT Issues RFP to 4 Developer Teams Dec 2014 — Council Approves Contribution Agreement (first of four agreements) Feb 2015 — Developer Teams Submits Proposals to TXDOT Mar 2015 — TTC Conditionally Awards to Selected Team Red Alternative Route Courtesy of TxDOT — July 30, 2014 INVEST1.0 Workshop. Corpus Chr sti Capital Programs Key City Issues Corpus Chr sti Capital Programs • FUNDING: ✓ City's Local Participation $6.0 M ✓ Parks Mitigation ($3.5 Bond 14 Prop 2 + $2.5 MPO/TIP/TAP (See Note 1)) $6.0 M ✓ Wetlands Mitigation (SeeNote2) $0 • AGREEMENTS W/ TXDOT: ✓ Contribution Agreement (ROW Donation & Utility Reloc.) Dec 2014 * ✓ Interlocal Agreement (Wetland Mitigation) Jan 2015 *** ✓ Project Utility Adjustment Agreement (PUAA)(Utility Reloc.) May 2015 * ✓ Advance Funding Agreement (AFA)(Parks Mitigation) Jun 2015 ** • "GATEWAY" PROJECTS: ✓ Reversion - Option to Extend Broadway North ✓ Transitioning of 137- from Crosstown to Shoreline Note 1: Transportation Improvement Program/Transportation Alternative Program Note 2: No cost to City for 25 years; after, City commitment to retain as wetland. $ TBD $ TBD HBR Project Cost Corpus Chr sti Capital Programs • Preliminary Engineering • ROW & Utilities • Construction • Construction Engineering • Contingencies • Indirect Costs TOTAL PROJECT COST: $ 40,370,216 $ 98,500,000 $ 823,881,956 $ 61,379,206 $ 0 $ 47,290,824 $1,071,422,202* *Statewide Transportation Improvement Program (STIP) 2015-2018 Local Participation Corpus Chr sti Capital Programs • Corpus Christi MPO • Port of Corpus Christi • San Patricio County • N ueces County • City of Corpus Christi (ROW Acquisition & Utility Relocations/Adjustments) $ 31,890,000 $ 38,000,000 $ 12,450,000 $ 12,450,000 $ 6,000,000 TOTAL LOCAL PARTICIPATION: $100,790,000 Parks Mitigation Corpus Chr sti Capital Programs • Total Cost for Parks Mitigation: ✓ Bond 2014 (Prop2) — HBR Mitigation and Support Projects, Phase 1 ✓ MPO/TIP/TAP $6.0 M $3.5 M $2.5 M • Address loss of T.C. Ayers & Lovenskiold Parks: ✓ Request T.C. Ayers Park Urban Park & Rec. Recovery (UPARR) Grant perpetuity requirement be designated at nearest Major Investment Park ✓ Complete conversion by Spring 2015 • Park Mitigation includes (City of CC Estimates): ✓ Hike & Bike Impr. in Hillcrest & Washington -Coles Neighborhoods $ 912.5 K ✓ Dr. H. J. Williams Memorial Park (existing) $ 750.0 K ✓ Washington Park (new) $2,818.0 K ✓ Ben Garza Park (existing) $ 410.0 K ✓ TC Ayers Park (swimming pool) $ 591.0 K ✓ Contingency $ 518.5 K Wetlands Mitigation Corpus Chr sti Capital Programs • North Beach ✓ No cost to City ✓ No City maintenance responsibility during project construction ✓ City to dedicate wetlands in perpetuity (Interlocal Agreement) ✓ Required for permitting by Corp of Engineers ✓ Associated with loss of wetlands along route on North Beach Harbor Bridge Project: Potential Mitigation Site • Nate - The parcel is an appreniimato representation Attie oty lot Next Steps Corpus Chr sti Capital Programs City • Bond 2014 Election (Proposition 2) Nov 2014 • Council Approval of Contribution Agreement Dec 2014 • Resolve UPARR Perpetuity Issue Spring 2015 • Decommission Parks (T.C. Ayers & Lovenskiold) 2015 • Council Approval of 3 Remaining Agreements 2015 • Continue to work w/ TXDOT re: wetland mitigation 2015 • Decision on Broadway and 1-37 "Gateways" 2015 TXDOT • Team Proposals Due to TXDOT Feb 2015 • Comprehensive Development Agreement (CDA) Between TXDOT & Developer Conditionally Awarded Mar 2015 • Reversion of Broadway Summer 2015 • Construction Begins Late 2015 • Construction Complete 2020 Harbor Bridge Replacement Project a Corpus Chr sti Capital Programs CORPUS CHRISTI PARKS& RECREATION WORKING IN PARTNERSHIP TO BUILD THE FUTURE. 12 Ordinance authorizing the City Manager or designee to execute a Contribution Agreement with the Texas Department of Transportation for the U.S. 181 Harbor Bridge Replacement Project to establish terms for the dedication and conveyance of City property at Loveskold Park, T. C. Ayers Park, a portion of Oveal Williams Senior Center parking lot, and other rights-of-way, and to provide certain terms regarding utility relocations and adjustments. Whereas, the City of Corpus Christi (City) and the Texas Department of Transportation (TxDOT) are authorized to enter into agreements under Chapter 791, Texas Government Code; Whereas, the City supports the funding for the US 181 Harbor Bridge Replacement Project (Project) and commits to its development, implementation, construction, maintenance, management and financing, subject to any necessary appropriation of funds; Whereas, the City and TxDOT desire to establish certain terms for the City to dedicate and convey certain park and other property to TxDOT for the rights-of-way necessary for the Project; Whereas, Texas Transportation Code Section 203.055 provides that upon the request of TXDOT, a political subdivision is authorized to convey property that may be necessary or appropriate to accomplish TXDOT's purposes; Whereas, the City and TxDOT also desire to provide for certain of the terms regarding the relocations and adjustments of city -owned utilities required for the Project, NOW, THEREFORE, 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 a Contribution Agreement with the Texas Department of Transportation for the US 181 Harbor Bridge Replacement Project (Project) that establishes certain terms for the dedication and conveyance of City property at Loveskold Park, T. C. Ayers Park, a portion of Oveal Williams Senior Center parking lot, and other rights-of-way, and that provides certain terms for the utility relocations necessary for the Project. SECTION 2. The Ordinance takes effect and will be in full force immediately after its final adoption by the City Council. SECTION 3. The City Manager or designee is authorized to make amendments to the Contribution Agreement that are approved by the City Attorney and consistent with the purposes of the US181 Harbor Bridge Replacement Project and applicable State law. ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor 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 AGENDA MEMORANDUM Future Item for the City Council Meeting of 12/09/2014 Action Item for the City Council Meeting of 12/16/2014 DATE: TO: November 13, 2014 Ronald L. Olson, City Manager FROM: Yasmine Chapman, Director of Human Resources YasmineC@cctexas.com (361) 826-3315 Continuing Texas Municipal Retirement System (TM RS) Updated Service Credits for Current Participants and Increases for Prior and Current Annuities. CAPTION: Ordinance authorizing and allowing, under the Act governing the Texas Municipal Retirement System, "Updated Service Credits" in said system for service performed by qualifying members of such system who presently are members of the City of Corpus Christi; providing for increased prior and current service annuities for retirees and beneficiaries of deceased retirees of the City; establishing an effective date for such actions; and providing for severance. PURPOSE: The purpose of this ordinance is to provide "Updated Service Credits" and "Increased Prior and Current Service Annuities" in TMRS. Updated Service Credit (USC) — Is a provision adopted by City ordinance that may increase the value of employee retirement benefits by accounting for increases in salary later in the employee's career. Annuity Increase, or Cost of Living Adjustment (COLA) — Is provided as an increase in annuities for retirees. COLAs are a plan enhancement to help retirees with increases in their cost of living after retirement. These provisions also adhere to the negotiation of "Updated Service Credits" and "Increased Prior and Current Service Annuities" in the collective bargaining agreement with Corpus Christi Police Officer's Association (CCPOA), Government Accounting Standards, as interpreted by the City's external auditor, dictating that the City must record the liability as if annually repeating for the term of the contract (which ends on July 31, 2015). BACKGROUND AND FINDINGS: On July 27, 2004, for an effective date of January 1, 2005, Council adopted "Updated Service Credits" and "Increased Prior and Current Service Annuities" on an annual basis (annually repeating, not requiring approval by Council each year). Ordinance 025865 On December 7, 2010 Council approved the contract with the Corpus Christi Police Officer's Association (CCPOA), which included provisions for "Updated Service Credits" and "Increased Prior and Current Service Annuities" on an "Ad Hoc" basis. On December 14, 2010 Council approved Ordinance 028892 authorizing "Updated Service Credits" and "Increased Prior and Current Service Annuities" for 2011. On November 15, 2011, Council approved Ordinance 029290 authorizing "Updated Service Credits" and "Increased Prior and Current Service Annuities" for 2012. On December 11, 2012, Council approved Ordinance 029692 authorizing "Updated Service Credits" and "Increased Prior and Current Service Annuities" for 2013. On December 17, 2013, Council approved Ordinance authorizing "Updated Service Credits" and "Increased Prior and Current Service Annuities" for 2014. ALTERNATIVES: None. The City is restricted by the terms of the collective bargaining agreement with the CCPOA and provisions of the state statute governing TM RS. State statute extends to services performed by qualifying members of such system who presently are members of the City of Corpus Christi; providing for increased prior and current service annuities for retirees and beneficiaries of deceased retirees of the City. This is a five year contract which is effective from August 1, 2010 through July 31, 2015. OTHER CONSIDERATIONS: For calendar year 2015, the rate calculated by TMRS under the Ad Hoc provision is 10.54% however the City budgeted and was contributing 15.46% since January 2014 thru September 2014. In October 2014, the City increased its contribution to 16.46% to address the liability issue. The City will also increase this amount by 1% ever year to get back to an annual repeating contribution. With the adoption of these benefits, the City's full contribution rate for 2015 will be 10.54%. CONFORMITY TO CITY POLICY: Adoption of this ordinance is in accordance with the Agreement negotiated with the Corpus Christi Police Officers' Association. EMERGENCY / NON -EMERGENCY: Non -emergency, Ordinance - Two readings (12/09/14, 12/16/14) DEPARTMENTAL CLEARANCES: None 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 RECOMMENDATION: Staff recommends adoption of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance authorizing and allowing, under the Act governing the Texas Municipal Retirement System, "Updated Service Credits" in said system for service performed by qualifying members of such system who presently are members of the City of Corpus Christi; providing for increased prior and current service annuities for retirees and beneficiaries of deceased retirees of the City; establishing an effective date for such actions; and providing for severance. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1. Authorization of Updated Service Credits. (a) On the terms and conditions set out in Sections 853.401 through 853.403 of Subtitle G of Title 8, Government Code, as amended (hereinafter referred to as the "TMRS Act"), each member of the Texas Municipal Retirement System (hereinafter referred to as the "System") who has current service credit or prior service credit in the System in force and effect on the 1st day of January of the calendar year preceding such allowance, by reason of service in the employment of the City, and on such date had at least 36 months of credited service with the System, shall be and is hereby allowed "Updated Service Credit" (as that term is defined in subsection (d) of Section 853.402 of said title) in an amount that is 100% of the "base Updated Service Credit" of the member (calculated as provided in subsection (c) of Section 853.402 of said title). The Updated Service Credit hereby allowed shall replace any Updated Service Credit, prior service credit, special prior service credit, or antecedent service credit previously authorized for part of the same service. (b) In accordance with the provisions of subsection (d) of Section 853.401 of said title, the deposits required to be made to the System by employees of the several participating departments on account of current service shall be calculated from and after the date aforesaid on the full amount of such person's earnings as an employee of the City. Section 2. Increase in Retirement Annuities. (a) On terms and conditions set out in Section 854.203 of Subtitle G of Title 8, Government Code, as amended, the City hereby elects to allow and to provide for payment of the increases below stated in monthly benefits payable by the System to retired employees and to beneficiaries of deceased employees of the City under current service annuities and prior service annuities arising from service by such employees to this City. An annuity increased under this Section replaces any annuity or increased annuity previously granted to the same person. Page 1 of 3 (b) The amount of the annuity increase under this Section is computed as the sum of the prior service and current service annuities on the effective date of retirement of the person on whose service the annuities are based, multiplied by 70% of the percentage change in Consumer Price Index for All Urban Consumers, from December of the year immediately preceding the effective date of the person's retirement to the December that is 13 months before the effective date of this Section. (c) An increase in an annuity that was reduced because of an option selection is reducible in the same proportion and in the same manner that the original annuity was reduced. (d) If a computation hereunder does not result in an increase in the amount of an annuity, the amount of the annuity will not be changed hereby. (e) The amount by which an increase under this Section exceeds all previously granted increases to an annuitant is an obligation of this City and of its account in the municipality accumulation fund of the System. Section 3. Effective Date. Subject to approval by the Board of Trustees of the System, this ordinance shall be and become effective on the 1st day of January 2015. Section 4. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision of this ordinance be given full force and effect for its purpose. Page 2 of 3 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 Jr. Lillian Riojas Priscilla G. 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 Jr. Lillian Riojas Priscilla G. Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of , 2014. ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor Page 3 of 3 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of December 9, 2014 Second Reading Ordinance for the City Council Meeting of December 16, 2014 DATE: November 14, 2014 TO: Ronald L. Olson, City Manager FROM: Michael Armstrong, Chief Information Officer M ichaelAR@ cctexas. com (361) 826-3740 Ordinance appropriating funds for the Infor Enterprise Resource Planning (ERP) implementation. CAPTION: Ordinance appropriating $1,205,587 from the Unreserved Fund Balance in the Utility Funds and $1,077,424 in the Unreserved Fund Balance in the General Fund No. 1020, and transferring to and appropriating in the MIS Fund No. 5210 for the Infor Enterprise Resource Planning (ERP) implementation; changing the FY 2014-2015 Budget adopted by Ordinance No. 030294 to increase appropriations by $2,283,011. PURPOSE: To provide funding for the Infor ERP implementation for fiscal year FY2014-2015. BACKGROUND AND FINDINGS: In April 2013 the City Council approved the purchase and implementation of Infor for the City's ERP solution. This ordinance will appropriate $1,205,587 from the Unreserved Fund Balance in the Utility Funds and $1,077,424 from the Unreserved Fund Balance in the General Fund No. 1020, and transfer and appropriate in the MIS Fund No. 5210 for FY2014-2015 to provide for funding to complete this implementation per contractual obligation. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed purchase conforms to the City's policies and procedures EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Municipal Information Systems Department Finance Department Office of Management and Budget Department FINANCIAL IMPACT: Z Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $2,283,011 0 $2,283,011 Encumbered / Expended Amount This item $2,283,011 0 $2,283,011 BALANCE Fund: Water Fund 4010, Wastewater Fund 4200, Gas Fund 4130, Stormwater Fund 4300 and General Fund 1020 RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance appropriating $1,205,587 from the Unreserved Fund Balance in the Utility Funds and $1,077,424 in the Unreserved Fund Balance in the General Fund No. 1020, and transferring to and appropriating in the MIS Fund No. 5210 for the Infor Enterprise Resource Planning (ERP) implementation; changing the FY 2014-2015 Budget adopted by Ordinance No. 030294 to increase appropriations by $2,283,011. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That $624,662 is appropriated from the Unreserved Fund Balance in the Water Utilities Fund No. 4010, $353,848 is appropriated from the Unreserved Fund Balance in the Wastewater Fund 4200, $87,921 is appropriated from the Unreserved Fund Balance in the Gas Fund No. 4130, $139,156 is appropriated from the Unreserved Fund Balance in the Stormwater Fund No. 4300, and $1,077,424 is appropriated from the Unreserved Fund Balance in the General Fund No. 1020, transferred to and appropriated in the MIS Fund No. 5210 for the implementation of the Infor ERP. Section 2. That the FY 2014-2015 Operating Budget adopted by Ordinance No. 030294 is changed to increase appropriations by $2,283,011. 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 Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott The foregoing ordinance was read for the second time and passed finally on this the day of , 2014, by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott PASSED AND APPROVED this the day of , 2014 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of December 16, 2014 Second Reading for the City Council Meeting of January 13, 2015 DATE: November 24, 2014 TO: Ronald L. Olson, City Manager FROM: Dan M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Rezoning from Farm Rural to Commercial For Robert S. Browning Property Address: 3718 Airline Road CAPTION: Case No. 1114-06 Robert S. Browning: A change of zoning from the "FR" Farm Rural 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 19.27 -acre tract of land out of Lots 25 and 26, Section 20, Flour Bluff and Encinal Farm and Garden Tracts, located along the north side of Slough Road between Airline Road and Rodd Field Road. PURPOSE: The purpose of this item is rezone the property to allow a general commercial use. RECOMMENDATION: Planning Commission and Staff Recommendation (November 19, 2014): Approval of the change of zoning from the "FR" Farm Rural District to the "CG -2" General Commercial District. BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning the "FR" Farm Rural District to the "CG -2" General Commercial District for construction of a retail shopping center including a grocery store, retail buildings, fuel and car wash. The subject property is currently vacant and is within the boundaries of the Southside Area Development Plan (ADP). The Southside ADP encourages commercial activities to happen at locations with good access and high visibility, which falls in line with the subject property's location being adjacent to the recently re -aligned intersection of Airline Road and Rodd Field Road. The proposed rezoning to the "CG -2" General Commercial District is consistent with the adopted Future Land Use Plan and the Southside Area Development Plan. The amendment is compatible with the present zoning and conforming uses of nearby property and to the character of the surrounding area. The property to be rezoned is suitable for uses permitted by the zoning district that would be applied by the proposed amendment. The Zoning map amendment does not have a negative impact upon the surrounding neighborhood. ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Southside Area Development Plan and is consistent with the adopted Future Land Use Plan, which slates the property for a commercial use. 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 Ronald S. Browning ("Owner"), by changing the UDC Zoning Map in reference to a 19.27 -acre tract of land out of Lots 25 and 26, Section 20, Flour Bluff and Encinal Farm and Garden Tracts from the "FR" Farm Rural 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 Ronald S. Browning ("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, November 19, 2014, during a meeting of the Planning Commission, and on Tuesday, December 16, 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 Ronald S. Browning ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a 19.27 -acre tract of land out of Lots 25 and 26, Section 20, Flour Bluff and Encinal Farm and Garden Tracts, located along the north side of Slough Road between Airline Road and Rodd Field Road (the "Property") from the "FR" Farm Rural District to the "CG -2" General Commercial District (Zoning Map No. 042031), 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, 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_1114-06 Ronald S. Browning Page 2 of 2 Exhibit A 19.27 Acre Zoning Tract State of Texas County of Nueces Job No. 42908.B4.02 October 21', 2014 Fieldnotes for a 19.27 Acre Tract of Land, more or Tess, of Lots 25 and 26, Section 20, of the Flour Bluff & Encinal Farm & Garden Tracts, a map of which is recorded in Volume A, Pages 41-43, Map Records of Nueces County, Texas; comprised of portions of a 2.70 Acre Tract, described as Tract I, a 2.30 Acre Tract, described as Tract II, and a 20.00 Acre Tract described as Tract I1I, in a Special Warranty Deed from Pacific Southwest Bank, F.S.B. to Ronald S. Browning, as recorded in Document No. 913419, of the Official Public Records ofNueces County, Texas; said 19.27 Acre Tract of Land being more fully described by metes and bounds as follows; Beginning at a 5/8 Inch Iron Rod Found, on the West Right -of -Way Line of Rodd Field Road, being the Southeast corner of a 3.456 Acre Tract, described in a Warranty Deed from The Mission Investment Fund of the Evangelical Lutheran Church in America to Ronald S. Browning, as recorded in Document No. 877262, of the Official Public Records of Nueces County, for the Northeast corner of the said 20.00 Acre Tract and this Tract; Thence, South 28°3878" West, with the said West Right -of Way Line and the East Line of the said 20.00 Acres, 849.76 feet, to a Concrete Monument Found, for the Southeast corner of this Tract; Thence, South 55°12'22" West, with the said common line, 173.16 feet, to a 5/8 inch Iron Rod with red plastic cap stamped "URBAN ENGR C.C. TX" Set, on the North Right -of -Way Line of Airline Road, described as an additional Right -of -Way Easement conveyed from Ronald S. Browning to the City of Corpus Christi, as recorded in Document No. 2010039753, of the said Official Public Records, for the South corner of this Tract Thence, North 61°22'45" West, with the said Northeast Right -of -Way Line, 242.91 feet, to a 5/8 inch Iron Rod with red plastic cap stamped "URBAN ENGR C.C. TX" Set, for a corner of this Tract and for the Point of Curvature of a circular curve to the right, having a Delta Angle of 63°30'41", a Radius of 417.51 feet, Arc Length of 462.80 feet, a Chord Bearing of North 29°3727" West, and a Chord Length of 439.47 feet; Thence, with the arc of the said circular curve to the right, 462.80 feet, to a 5/8 Inch Iron Rod with red plastic cap stamped "URBAN ENGR C.C. TX" Set, on the East Right -of -Way Line of said Airline Road, for the Point of Tangency of this circular curve and a comer of this Tract; Thence, North 02°07'54" East, with the said East Right -of -Way Line, at 867.66 feet, pass the common Line of the said 2.70 Acre Tract and the said 20.00 Acre Tract, in a11 970.80 feet, to a 5/8 inch Iron Rod with red plastic cap stamped "URBAN ENGR C.C. TX" Set, for the Northwest comer of this Tract, from whence a 5/8 Inch Iron Rod Found, for the Northwest comer of the said 2.70 Acre Tract bears, North 02°07'54" East, 305.00 feet; Thence, South 51°1178" East, across the said 2.70 Acre Tract and the said 2.30 Acre Tract, 535.76 feet, to a 5/8 inch Iron Rod with red plastic cap stamped "URBAN ENGR C.C. TX" Set, in the Southwest comer of the said 3.456 Acre Tract, the Southeast corner of the said 2.30 Acre Tract, for a corner of this Tract, from whence a 5/8 Inch Iron Rod Found, for the Northeast corner of the said 2.30 Acre Tract bears, North 28°40'12" East, 367.39 feet; 11Urbanfs02\Data1SurveyingW29081B40210FF10E1MEfES AND BOUNDS104290813402g19.27Ac Zoning Tract 20141021.doc Page 1 oft (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 FAX (361)854-6001 www.urhaneng.com TBPE Firm # 145 • TBPLS Firm # 10032400 Thence, South 61°18'12" East, with the common line of the said 3.456 Acre Tract and the said 20.00 Acre Tract, at 0.78 feet, pass a 5/8 inch Iron Rod Found on line, in all a distance of 600.08 feet, to the Point of Beginning, containing 19.27 Acres (839,189 Sq. FL) of land, more or less. Bearings are based on GPS, NAD83, State Plane Coordinates, Texas South Zone 4205. 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. eith W. Wooley, R.P.L.S. License No. 5463 I\Urbanfs021Datal,Surveying1429081B4021OFFICE\METES AND BOUNDS10429089402_19.27Ac Zoning Tract 20141021 doe Page 2 oft (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 FAX (361)854-6001 www.urbaneng.com TBPE Firm # 145 • TBPLS Firm # 10032400 oc 4 O O W 0 o~ • 0'i o 0 O u a o N .0 O 1 U G C ' N O c V ��Il,av U - 07 ) C p p Q Z \ w (5Q' O m 00 L_ 0.0 O 1) lo) bs. 9e.0 Apo p� os D be44Z82SJ d p rips%' 0t N 4. 0 N m 0. o .00.-0V L 12 NNN4- a c II*° co Q .- •••-mQ 0 0 W zW3Q F- mWgo N o Gfn0�O 0 0 O r O 108'OL6 3„1,5,LOZON (SoJJDA pooa eujNjV a a 0 ogle .poen N1%. u; OTcVObj� U .vol re) ir? 0 c`l res .1 L12 Fr)f.ajNZM3 boa? m'IOm II p n N 4- co—1a Gi- a _ 0 yJS 0 Aerial Overview Aerial PLANNING COMMISSION FINAL REPORT Case No. 1114-06 HTE No. 14-10000043 Planning Commission Hearing Date: November 19, 2014 Applicant & Legal Description Owner: Ronald S. Browning Applicant/Representative: Urban Engineering Legal Description/Location: Being a 19.27 -acre tract of land out of Lots 25 and 26, Section 20, Flour Bluff and Encinal Farm and Garden Tracts, located along the north side of Slough Road between Airline Road and Rodd Field Road. Zoning Request From: "FR" Farm Rural To: "CG -2" General Commercial Area: 19.27 Acres Purpose of Request: To allow construction of a retail shopping center including a grocery store, retail buildings, fuel and car wash. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "FR" Farm Rural Vacant Commercial North "FR" Farm Rural and "CG -2" General Commercial Low Density Residential, Commercial and Vacant Medium Density Residential and Commercial South "FR" Farm Rural Vacant Commercial East "RS -6" Single -Family Residential 6 Public Semi -Public Low Density Residential West "FR" Farm Rural Vacant Commercial ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for commercial use. The proposed rezoning to the "CG -2" General Commercial District is consistent with the adopted Future Land Use Plan and the Southside Area Development Plan. Map No.: 042031 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 1,075 feet of street frontage along Airline Road, which is an "Al" Minor Arterial Undivided street, 550 feet of street frontage along Slough Road, which is also an "Al" Minor Arterial Undivided street and 1250 feet of street frontage along Rodd Field Road, which is an "A3" Primary Arterial Divided street. Staff Report Page 2 Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Airline Road "Al" Minor Arterial Undivided 95' ROW 64' paved 130' ROW 45' paved 3,301 (2013) Slough Road "Al" Minor Arterial Undivided 95' ROW 64' paved 115' ROW 30' paved N/A Rodd Field Road "A3" Primary Arterial Divided 130' ROW 79' paved 130' ROW 50' paved 13,602 (2012) Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "FR" Farm Rural District to the "CG -2" General Commercial District to allow construction of a retail shopping center including a grocery store, retail buildings, fuel and car wash. Development Plan: The applicant is proposing to develop the property for a shopping center, including a grocery store, retail buildings, fuel station and a car wash. It will include 600 parking spaces. Existing Land Uses & Zoning: North of the existing property is vacant land and a private civic club called the Moose Lodge currently zoned "CG -2" General Commercial District and a single-family dwelling in a "FR" Farm Rural District. East of the property, across Rodd Field Road, is Zachary Kolda Elementary School and a Bay Area Fellowship Campus, both zoned "RS -6" Single -Family 6 District. South, across Slough Road, is vacant land zoned "FR" Farm Rural District. West of the property, across Airline Road, is vacant property zoned "FR" Farm Rural District, which abuts a single- family subdivision farther to the west. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Comprehensive Plan & Area Development Plan Consistency: The subject property is within the boundaries of the Southside Area Development Plan (ADP) and the proposed rezoning is consistent with the adopted Future Land Use Plan, which slates the property for commercial uses. It is consistent with elements of the Southside ADP and the Comprehensive Plan. Plat Status: The subject property is not platted. Department Comments: • Higher -intensity commercial sites, such as this one, should be located away from low-density residential. Rodd Field Road provides an adequate buffer between the subject property and the school and church across the street. To the north, the subject property shares a property line with commercial and low- Staff Report Page 3 density residential. To provide adequate separation, a "Type A" Buffer Yard will be required between the subject property requesting a "CG -2" General Commercial District and the single-family use in a "FR" Farm Rural District. Type A Buffer Yard requires a minimum 10 -foot -wide landscaped buffer yard and at least five Buffer points • Rodd Field Road in this area will be widened, as a part of Bond 2014, from two lanes to possibly five or six lanes — four lanes with a designated turn lane — extending from Saratoga to Yorktown Boulevards. A traffic assessment will determine the ultimate capacity needed in this area to accommodate growth trends. • The Southside ADP encourages commercial activities to happen at locations with good access and high visibility, which falls in line with the subject property's location being adjacent to the recently re -aligned intersection of Airline Road and Rodd Field Road. • The proposed rezoning to the "CG -2" General Commercial District is consistent with the adopted Future Land Use Plan and the Southside Area Development Plan • The amendment is compatible with the present zoning and conforming uses of nearby property and to the character of the surrounding area. • The property to be rezoned is suitable for uses permitted by the zoning district that would be applied by the proposed amendment. • The Zoning map amendment does not have a negative impact upon the surrounding neighborhood. Planning Commission and Staff Recommendation (November 19, 2014): Approval of the change of zoning from the "FR" Farm Rural District to the "CG -2" General Commercial District. Public Notification Number of Notices Mailed — 15 within 200 -foot notification area 6 outside notification area As of November 24, 2014 In Favor — 0 inside notification area — 0 outside notification area In Opposition — 0 inside notification area — 0 outside notification area Totaling 0.00% of the land within the 200 -foot notification area in opposition. Attachments: 1. Location Map (Existing Zoning & Notice Area) K:\DevelopmentSvcs\SHARED\ZONING CASES\2014\1114-06 Ronald S. Browning\Council Documents\1114-06 Ronald S. Browning Report for CC.docx City of Corpus Christi 0 0 RM -2 400 SUBJECT PROPERTY Date ,rea-ttpd: 11/3%20147 Prpar dBy Lf YF, Department ofe%opyitt`e�tees/ CASE: 1114-06 ZONING & NOTICE AREA 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 CI CBD FR 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 nSubject Property 0 Owners with 200' buffer in favor A Owners within 200' listed on V Owners Z attached ownership table A in opposition Cayo Del Oso SUBJECT PROPERTY LOCATION MAP AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of December 16, 2014 Second Reading for the City Council Meeting of Jan. 13, 2015 DATE: November 24, 2014 TO: Ronald L. Olson, City Manager FROM: Dan M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Rezoning from Residential to Light Industrial For James D. Preis Property Address: 4017 Waldron Road CAPTION: Case No. 1114-02 James D. Preis: A change of zoning from the "RS -6" Single -Family 6 District and the "RMH" Manufactured Home District to the "IL" Light Industrial District, resulting in a change to the Future Land Use Plan. The property is described as being a 5.007 -acre tract of land out of Lot 17, Section 52, Flour Bluff & Encinal Farm & Garden Tracts, located on the southeast corner of Yorktown Boulevard and Waldron Road. PURPOSE: The purpose of this item is rezone the property to allow the development of a boat and recreational vehicle (RV) storage facility. RECOMMENDATION: Planning Commission and Staff Recommendation (November 19, 2014): Boat and RV storage is considered a commercial use. The applicant requested the "IL" Light Industrial Zoning District because the "CG -2" General Commercial District limits the size of storage units at 400 square feet. The applicant included with his application a site plan showing the maximum size storage units it the complex at 455 square feet. Staff recommends the denial of the change of zoning from the "RS -6" Single -Family 6 District and "RMH" Residential Manufactured Home District to the "IL" Light Industrial District and, in lieu thereof, approval of a change of zoning to the "CN-1/SP" Neighborhood Commercial District with Special Permit for a boat storage facility subject to a site plan and the following seven conditions: 1. Uses: The only uses authorized by this Special Permit other than uses permitted in the base zoning district is a boat and RV storage facility. 2. Buffer Yard: On the eastern property line, a Type C Buffer Yard is required. A Type C Buffer Yard calls for a 15 -foot wide landscaped buffer yard and 15 buffer points to be installed, maintained, and remain in place as long as residential districts or uses are adjacent. On the southern property line, a Type A Buffer Yard is required. A Type A Buffer Yard consists of a minimum 10 -foot -wide buffer yard plus five buffer points to be installed, maintained, and remain in place as long as residential districts or uses are adjacent. 3. Lighting: All lighting shall be shielded away from residential areas and pole lights shall be of the full cut-off type. Freestanding pole lights are not allowed within 50 feet of the property line of residential zoning districts. 4. Vehicle Stacking: A minimum of four off-street vehicle stacking spaces designed in accordance with the standards of the Unified Development Code (UDC) shall be provided between the public right-of-way and the front access gate of the storage facility. 5. Storage Space: The maximum allowable storage space for a single boat storage unit shall not exceed 455 square feet and each unit shall only house a single boat. The overhead doors for the storage units should only face north and south. 6. On-site Operations: No cleaning, purging, or maintenance of marine engines shall be permitted. 7. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a change of zoning from the "RS -6" Single -Family 6 District and the "RMH" Manufactured Home District to the "IL" Light Industrial District for the development of a boat and RV storage facility. The subject property is currently vacant and is within the boundaries of the Flour Bluff Area Development Plan (ADP). The rezoning for a boat and RV storage facility is consistent with elements of the Flour Bluff ADP. City staff strongly encourages either estate residential or commercial development for change of zoning requests in this area because of the proximity to the U.S. Navy's designated accident potential zones around Waldron Field. Furthermore, the Flour Bluff ADP calls for the approval of more commercial and industrial uses between Flour Bluff Drive and Laguna Madre where there is existing adjacent commercial. The zoning recommendation is consistent with the city's Comprehensive Plan, particularly because it considers the adjacent residential zones and proximity to Waldron Field. It conforms to the variety of uses of the nearby properties— including storage units, horse stables, a mobile home park and estate residential — at the corner of a well -traveled intersection of Waldron Road and Yorktown Boulevard in close proximity to Oso Bay and Laguna Madre. The zoning minimizes any negative impact on surrounding properties by including the required buffer yards. (Requires 3/4 vote) ALTERNATIVES: 1. Approve the Staff and Planning Commission Recommendation of "CN-1/SP" Neighborhood Commercial District with a Special Permit for a boat and RV storage facility. 2. Modify the Special Permit conditions of the recommended "CN-1/SP" Ordinance. 3. Approve the "IL" Light Industrial District. 4. Deny the request to rezone and leave the property with its current zoning. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Flour Bluff Area Development Plan. The proposed rezoning is not consistent with the adopted Future Land Use Plan, but the proposed use and "CN-1/SP" Neighborhood Commercial District with a Special Permit for a boat/RV storage facility is consistent with elements of the Flour Bluff Area Development 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 for "CN-1/SP" — Staff and Planning Commission Recommendation Ordinance for "IL" Light Industrial District Planning Commission Final Report Ordinance amending the Unified Development Code ("UDC"), upon application by James D. Preis ("Owner"), by changing the UDC Zoning Map in reference to a 5.007 -acre tract of land out of the Flour Bluff and Encinal Farm and Garden Tracts, Lot 17, Section 52, from the "RS -6" Single -Family 6 District and the "RMH" Manufactured Home District to the "IL" Light Industrial 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 James D. Preis ("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, November 19, 2014, during a meeting of the Planning Commission, and on Tuesday, December 16, 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 James D. Preis ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a 5.007 -acre tract of land out of the Flour Bluff and Encinal Farm and Garden Tracts, Lot 17, Section 52, located on the southeast corner of Yorktown Boulevard and Waldron Road (the "Property"), from the "RS -6" Single -Family 6 District and the "RMH" Manufactured Home District to the "IL" Light Industrial District (Zoning Map No. 037027), 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. 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 Ordinance for IL_1114-02 James D. Preis Page 3 of 3 STATE OF TEXAS COUNTY OF NUECES Field Notes of a 5.007 acre tract out of Lot 17, Section 52, of the Flour Bluff & Encinal Farm & Garden Tracts, as shown on a map recorded in Volume "A", Pages 41 —43, Map Records Nueces County, Texas. Said 5.007 acre tract also being out ofa 20.00 acre tract as described in a deed recorded in Document No. 1999044639, Deed Records Nueces County, Texas. Said 5.007 acre tract being more particularly described as follows. BEGINNING at a cotton spindle set in the intersection of Yorktown Boulevard and Waldron Road, for the common corners of Lots 16 and 17, Section 52 and Lots 9 and 24, Section 5i, and for the north corner of this survey. THENCE with the centerline of Yorktown Boulevard, South 6I°52'40" East, a distance of 329.95 feet to a point in the common line of Lots 16 and 17, for the north corner of the 5.00 acre tract surveyed by Brister Surveying on September 26, 2012, and for the east comer of this survey. THENCE South 28°36'07" West, at a distance of 50.00 feet pass a 5/8" iron rod found as an offset in southwest right of way of Yorktown Boulevard, and in all a total distance of 661.00 feet for the west corner of said 5.00 acre tract and for the south comer of this survey. THENCE North 6l°52'40" West, at a distance of 309.95 feet pass a 5/8" iron rod set as an offset in the southeast right of way of Waldron Road, and in all a total distance of 329.95 feet to a cotton spindle set in the centerline of Waldron Road, in the southeast line of Lot 24, and for the west corner of this survey. THENCE with the centerline of Waldron Road, North 28°36'07" East, a distance of661.00 feet to the POINT of BEGINNING of this survey, and containing 5.007 acres of land, more or less. Notes: 1.) Bearings arc based on Global Positioning System NAD 83 (93) 4205 Datum. 2.) A Map of equal date accompanies this Metes and Bounds description. 1, Ronald E. Brister do hereby certify that this survey of the property legally described herein was made on the ground this day August 12.2014 and is correct to the best of my knowledge and belief. Ronald E. Brister, RPLS No. 5407 Dale: August 12, 2014. Job No. 141265 Exhibit "A" SURVEY OF A 5.007 ACRE TRACT OUT OF LOT 17, SECTION 52, OF THE FLOUR BLUFF & ENC1NAL FARM & GARDEN TRACTS, AS SHOWN ON A MAP RECORDED IN VOLUME 'A', PAGES 41- 43, MAP RECORDS NUECES COUNTY, TEXAS. SAID 5.007 ACRE TRACT ALSO BEING OUT OF A 20.00 ACRE TRACT AS DESCRIBED IN A DEED RECORDED IN DOCUMENT NO. 1999044639, DEED RECORDS NUECES COUNTY, TEXAS SCALE 1'=200' LOT9 SECTION 51 P.O.B. Pea,ca EL,' mace OF IKOPEKTf L3NR FENCE kir DRlce OFHIOfEK1Y LINE S61°00'00"E 330.00' (P) 561°5740"E 329.95' (M) LOT 16 SECTION32 BUYER: CASSIDYALLEN GF NO. 144892151 (6-11-14) RAKE 131 ON PROPERTY UNE Pe7K1' 0.r1N511•1 of ruorEKfv Lm LOT 13 SECTION 52 YORICCOWN BOULEVARD IRICHT F WAY b -4 E • U SCHEDULE 'W TDI 1.) VOL 2EIE PG.71 AS SHOWN 4) VOL 2>14 PG. 2.42 DOES NOT APPLY IQ DOC NM3ALMIYL7U BLANKET i1 DOC. NO.7WlOSMM0 UNABLE TEM TRACE N61 52'40"W 329.95' (M) N611Oa00"W 330.00' (P) REMAINDER OF LOT 17, SECTION 52 FOUND SIT IRON ROD INSUIJTII R.O.W OF YORKTOWN BLVD. BEAMS 617Y+v E 1961.81' PL].L'S 3.Y UdR/e OFROPFRTY LMR LOT 18 SECTION 4 X - WIRE FENCE 0 - SET 51B'IRON ROD © . SET COTTON SPINDLE OO . FOUND sir IRON ROD o m FOUND 1' IRON PIPE • - PROPERTY CORNER (Al Bnster Surveying 40]7 Emlwri S. ICE Curer Clow. Tam 7141 OE MI 4E11101 Prr1M419D1KA firm Rrplrnlw Nn IBM= BY GRAFIIICPLOTTINO ONLY,THIS PROPERTY 15 LOCATED WTI111H ZONE , C AS DEFINED BY THE FEDERAL EMERGENCY MANAOFJ1PNi MAPS COMMUNITY PANEL 480424 0010 C DATED AUGUST 17, 1981 AND 0 IS ® IS NOT LOCATED IN A DESIGNATED lam YEAR FLOOD ZONE WRYLY W tt AUGUST 12, 2014 JOB NO. 141265 NOTES. 1.1 TOTAL SURVEYED AREA IS Sf117 ACILL3. 2) MEASURED BEARINGS ARE BASED ON GLOBAL PD$IT10NIN0 SYSTEM NAD R1 192) 430 DATUM. 2) A METES AND BOUNDS DESCRIPTION OF EQUAL DATE ACCOMPANIE3THIS SLIMY THIS SURVEY DOES NOT INCLUDE THE RESEAR0L INVESTIGATION. OR LOCATIONS OF ALL SERVM OES.EASEMENTS, Minn OF WAYS, OR Ut1LTT1ES ON THIS PROPERTY. 1. RONALD E BRISTE.A DO HEREBY CERT1FY THAT THIS SURVEY OF THE PROPERTY LEGALLY DESCRIBED HEREIN WAS MADE: ON THE GROUND THIS DAY AUGUST 122E14 AND IS CORRECT TO 2748 BEST OF MY KNOWLEDGE AND BELIEF. are. . RONALDEBIHSTER R.PLS. N0.34477 Exhibit "B" Ordinance amending the Unified Development Code ("UDC"), upon application by James D. Preis ("Owner"), by changing the UDC Zoning Map in reference to a 5.007 -acre tract of land out of the Flour Bluff and Encinal Farm and Garden Tracts, Lot 17, Section 52, from the "RS -6" Single -Family 6 District and the "RMH" Manufactured Home 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 James D. Preis ("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, November 19, 2014, during a meeting of the Planning Commission, and on Tuesday, December 16, 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 James D. Preis ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a 5.007 -acre tract of land out of the Flour Bluff and Encinal Farm and Garden Tracts, Lot 17, Section 52, located on the southeast corner of Yorktown Boulevard and Waldron Road (the "Property"), from the "RS -6" Single -Family 6 District and the "RMH" Manufactured Home District to the "CN-1/SP" Neighborhood Commercial District with a Special Permit (Zoning Map No. 037027), 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, all requirements of the UDC, and the following seven conditions: 1. Uses: The only uses authorized by this Special Permit other than uses permitted in the base zoning district is a boat and recreational vehicle storage facility. 2. Buffer Yard: On the eastern property line, a Type C Buffer Yard is required. A Type C Buffer Yard calls for a 15 -foot wide landscaped buffer yard and 15 buffer points to be installed, maintained, and remain in place as long as residential districts or uses are adjacent. On the southern property line, a Type A Buffer Yard is required. A Type A Buffer Yard consists of a minimum 10 -foot -wide buffer yard plus 5 buffer points to be installed, maintained, and remain in place as long as residential districts or uses are adjacent. 3. Lighting: All lighting shall be shielded away from residential areas and pole lights shall be of the full cut-off type. Freestanding pole lights are not allowed within 50 feet of the property line of residential zoning districts. 4. Vehicle Stacking: A minimum of four off-street vehicle stacking spaces designed in accordance with the standards of the Unified Development Code (UDC) shall be provided between the public right-of-way and the front access gate of the storage facility. 5. Storage Space: The maximum allowable storage space for a single boat storage unit shall not exceed 455 square feet and each unit shall only house a single boat. The overhead doors for the storage units should only face north and south. 6. On-site Operations: No cleaning, purging, or maintenance of marine engines shall be permitted. 7. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. 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 Ordinance Special Permit_1114-02 James D. Preis Page 3 of 3 STATE OF TEXAS COUNTY OF NUECES Field Notes of a 5.007 acre tract out of Lot 17, Section 52, of the Flour Bluff & Encinal Farm & Garden Tracts, as shown on a map recorded in Volume "A", Pages 41 —43, Map Records Nueces County, Texas. Said 5.007 acre tract also being out ofa 20.00 acre tract as described in a deed recorded in Document No. 1999044639, Deed Records Nueces County, Texas. Said 5.007 acre tract being more particularly described as follows. BEGINNING at a cotton spindle set in the intersection of Yorktown Boulevard and Waldron Road, for the common corners of Lots 16 and 17, Section 52 and Lots 9 and 24, Section 5i, and for the north corner of this survey. THENCE with the centerline of Yorktown Boulevard, South 6I°52'40" East, a distance of 329.95 feet to a point in the common line of Lots 16 and 17, for the north corner of the 5.00 acre tract surveyed by Brister Surveying on September 26, 2012, and for the east comer of this survey. THENCE South 28°36'07" West, at a distance of 50.00 feet pass a 5/8" iron rod found as an offset in southwest right of way of Yorktown Boulevard, and in all a total distance of 661.00 feet for the west corner of said 5.00 acre tract and for the south comer of this survey. THENCE North 6l°52'40" West, at a distance of 309.95 feet pass a 5/8" iron rod set as an offset in the southeast right of way of Waldron Road, and in all a total distance of 329.95 feet to a cotton spindle set in the centerline of Waldron Road, in the southeast line of Lot 24, and for the west corner of this survey. THENCE with the centerline of Waldron Road, North 28°36'07" East, a distance of661.00 feet to the POINT of BEGINNING of this survey, and containing 5.007 acres of land, more or less. Notes: 1.) Bearings arc based on Global Positioning System NAD 83 (93) 4205 Datum. 2.) A Map of equal date accompanies this Metes and Bounds description. 1, Ronald E. Brister do hereby certify that this survey of the property legally described herein was made on the ground this day August 12.2014 and is correct to the best of my knowledge and belief. Ronald E. Brister, RPLS No. 5407 Dale: August 12, 2014. Job No. 141265 Exhibit "A" SURVEY OF A 5.007 ACRE TRACT OUT OF LOT 17, SECTION 52, OF THE FLOUR BLUFF & ENC1NAL FARM & GARDEN TRACTS, AS SHOWN ON A MAP RECORDED IN VOLUME 'A', PAGES 41- 43, MAP RECORDS NUECES COUNTY, TEXAS. SAID 5.007 ACRE TRACT ALSO BEING OUT OF A 20.00 ACRE TRACT AS DESCRIBED IN A DEED RECORDED IN DOCUMENT NO. 1999044639, DEED RECORDS NUECES COUNTY, TEXAS SCALE 1'=200' LOT9 SECTION 51 P.O.B. Pea,ca EL,' mace OF IKOPEKTf L3NR FENCE kir DRlce OFHIOfEK1Y LINE S61°00'00"E 330.00' (P) 561°5740"E 329.95' (M) LOT 16 SECTION32 BUYER: CASSIDYALLEN GF NO. 144892151 (6-11-14) RAKE 131 ON PROPERTY UNE Pe7K1' 0.r1N511•1 of ruorEKfv Lm LOT 13 SECTION 52 YORICCOWN BOULEVARD IRICHT F WAY b -4 E • U SCHEDULE 'W TDI 1.) VOL 2EIE PG.71 AS SHOWN 4) VOL 2>14 PG. 2.42 DOES NOT APPLY IQ DOC NM3ALMIYL7U BLANKET i1 DOC. NO.7WlOSMM0 UNABLE TEM TRACE N61 52'40"W 329.95' (M) N611Oa00"W 330.00' (P) REMAINDER OF LOT 17, SECTION 52 FOUND SIT IRON ROD INSUIJTII R.O.W OF YORKTOWN BLVD. BEAMS 617Y+v E 1961.81' PL].L'S 3.Y UdR/e OFROPFRTY LMR LOT 18 SECTION 4 X - WIRE FENCE 0 - SET 51B'IRON ROD © . SET COTTON SPINDLE OO . FOUND sir IRON ROD o m FOUND 1' IRON PIPE • - PROPERTY CORNER (Al Bnster Surveying 40]7 Emlwri S. ICE Curer Clow. Tam 7141 OE MI 4E11101 Prr1M419D1KA firm Rrplrnlw Nn IBM= BY GRAFIIICPLOTTINO ONLY,THIS PROPERTY 15 LOCATED WTI111H ZONE , C AS DEFINED BY THE FEDERAL EMERGENCY MANAOFJ1PNi MAPS COMMUNITY PANEL 480424 0010 C DATED AUGUST 17, 1981 AND 0 IS ® IS NOT LOCATED IN A DESIGNATED lam YEAR FLOOD ZONE WRYLY W tt AUGUST 12, 2014 JOB NO. 141265 NOTES. 1.1 TOTAL SURVEYED AREA IS Sf117 ACILL3. 2) MEASURED BEARINGS ARE BASED ON GLOBAL PD$IT10NIN0 SYSTEM NAD R1 192) 430 DATUM. 2) A METES AND BOUNDS DESCRIPTION OF EQUAL DATE ACCOMPANIE3THIS SLIMY THIS SURVEY DOES NOT INCLUDE THE RESEAR0L INVESTIGATION. OR LOCATIONS OF ALL SERVM OES.EASEMENTS, Minn OF WAYS, OR Ut1LTT1ES ON THIS PROPERTY. 1. RONALD E BRISTE.A DO HEREBY CERT1FY THAT THIS SURVEY OF THE PROPERTY LEGALLY DESCRIBED HEREIN WAS MADE: ON THE GROUND THIS DAY AUGUST 122E14 AND IS CORRECT TO 2748 BEST OF MY KNOWLEDGE AND BELIEF. are. . RONALDEBIHSTER R.PLS. N0.34477 Exhibit "B" YORKTOWN BOULEVARD 330.00' (PLAT) 'IRE :o HYDRANT 2 1/2" CALIPER TREES AT EVERY 30' V I � I N I z I o 20 6UILI 60' 1NG 5ET DACK UDC7.9 15' BUrrER YARD TYPE " 66 I .00' (PLAT) E' SOLID WOOD FENCE • 1 Y rn C.IIY` 24 3X35 60' ORME. 80 1' Gate O,. 60' 0' BUILDING 50 BACK J WALDRON ROAD PROPOSED SITE PLAN lv / SCALE 111= GO' ' 501.10 WOOD EENCE 0' a,IFFF_R YARD ertFl RE 0 ANT JAMES PREIS LEON. olEsItmo“ IINCT OUT LOT 17. Aerial Overview At N Aerial PLANNING COMMISSION REPORT Case No. 1114-02 HTE No. 14-10000036 Planning Commission Hearing Date: November 19, 2014 Applicant & Legal Description Applicant/Owner: James D. Preis Legal Description/Location: Being a 5.007 -acre tract of Lot 17, Section 52 out of the Flour Bluff & Encinal Farm & Garden Tracts located on the southeast corner of Yorktown Boulevard and Waldron Road. Zoning Request From: "RS -6" Single -Family 6 District and the "RMH" Manufactured Home District To: "IL" Light Industrial District Area: 5.007 Acres Purpose of Request: To allow the development of a boat and RV storage facility. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "RMH" Manufactured Home and "RS -6" Single -Family 6 Vacant Mobile Home and Low Density Residential North "RS -6" Single -Family 6 and "CG -1" General Commercial Public Semi -Public and Vacant Commercial South "RMH" Manufactured Home Manufactured Home and Horse Stable Mobile Home East "RMH" Manufactured Home and "RS -6" Single -Family 6 Vacant Mobile Home and Low Density Residential West "FR" Farm Rural Mobile Home and Vacant Agricultural/Rural ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Flour Bluff Area Development Plan and is planned for mobile home and low density residential use. The proposed rezoning to the "IL" Light Industrial District is not consistent with the adopted Future Land Use Plan or the Flour Bluff Area Development Plan. Map No.: 037027 Zoning Violations: None Staff Report Page 2 Transportation Transportation and Circulation: The subject property has approximately 315 feet of street frontage along Yorktown Boulevard, which is designated as a "C2" Collector Street, and 615 feet of street frontage along Waldron Road, which is designated as an "Al" Minor Arterial Undivided Street. Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume (2013) Yorktown Boulevard "C2" Collector Street 65' ROW 41' paved 105' ROW 45' paved 2 222 ADT Waldron Road "Al" Minor Arterial Undivided Street 95' ROW 64' paved 75' ROW 36' paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RS -6" Single - Family 6 District and the "RMH" Manufactured Home District to the "IL" Industrial District to allow the construction of an RV and boat storage facility. Development Plan: The applicant is proposing to develop the property for a gated - access boat storage facility with covered parking stalls for RVs and enclosed storage stalls, each not to exceed 450 square feet. The development will follow the dimensions and details outlined in the attached site plan. Existing Land Uses & Zoning: The subject property is vacant with overgrown brush and a cattle fence with a sign advertising horse boarding. It is located at the southeast corner of the intersection of Waldron Road and Yorktown Boulevard. South of the property is an existing manufactured home adjacent to the Corpus Christi Riding Center — a horse training and riding center equipped with horse stables — zoned for "RMH" Residential Manufactured Home District. West of the property, across Waldron Road, is vacant land and an adjacent mobile home, both zoned for "FR" Farm Rural District. North of the property, across Yorktown Boulevard, is vacant land zoned "CG -1" General Commercial District. Northwest of the property is the Casa Blanca Estates subdivision zoned "RS -6" Single - Family 6 District. East of the property is vacant land, zoned for both the "RS -6" Single - Family 6 District and the "RMH" Residential Mobile Home 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 Consistency: The subject property is within the boundaries of the Flour Bluff Area Development Plan (ADP) and the proposed rezoning is not consistent with the adopted Future Land Use Plan, which K:ADevelopmentSvcs\SHARED\Legistar\2014 CC Agenda Items \12-16-2014\1114-02 James D. Preis\ 1114-02 James D. Preis - CC Report. docx Staff Report Page 3 slates the property for low density residential and manufactured housing. The proposed development, however, is consistent with elements of the Flour Bluff ADP. Plat Status: The subject property is not platted. Department Comments: • This property is on the corner of two major road intersections in the Flour Bluff Area — Waldron Road and Yorktown Boulevard. The intersection of these two roads serves as an outer arterial belt connecting the Southside area to the Flour Bluff area. Non-residential uses are considered most suitable next to higher capacity roads. • The proposed development is just outside of an accident potential zone (APZ) adjacent to Waldron Field. However, a portion of the property to the south touches the APZ-II Zone. The property is within the area affected by noise from aircraft taking off and landing at Waldron Field. City staff strongly encourages either estate residential or commercial development for change of zoning requests in this area because of the proximity to the U.S. Navy's designated accident potential zones from Waldron Field. • Furthermore, the Flour Bluff ADP calls for the approval of more commercial and industrial uses between Flour Bluff Drive and Laguna Madre where there is existing adjacent commercial. There is commercial zoning across Yorktown Boulevard from the subject property requesting the zoning change. • With the required conditions listed in the UDC and the Special Permit conditions, the proposed development would provide less of a negative impact to the adjacent estate residential properties. • Property owner plans to extend sanitary sewer services approximately 773 feet off- site and across the face of his property along Yorktown Boulevard to where it intersects with Waldron Road. The sewer service extension will be a plat requirement for the property and follows the Flour Bluff ADP plan, which calls for sanitary sewer line extensions and the continued elimination for on-site disposal systems. • The zoning recommendation is consistent with the city's Comprehensive Plan, particularly because it considers the adjacent residential zones and proximity to Waldron Field. It conforms to the eclectic use of nearby properties — including storage units, horse stables, a mobile home park and estate residential — at the corner of a well -traveled intersection of Waldron Road and Yorktown Boulevard in close proximity to Oso Bay and Laguna Madre. The zoning minimizes any negative impact on surrounding properties by including the required buffer yards. • Requires 3/4 vote Planning Commission and Staff Recommendation: Denial of the change of zoning from the "RS -6" Single -Family 6 District and "RMH" Residential Manufactured Home District to the "IL" Light Industrial District and, in lieu thereof, approval of a change of zoning to the "CN-1/SP" Neighborhood Commercial District with Special Permit for a boat storage facility subject to a site plan and the following conditions. Special Permit Conditions: K:ADevelopmentSvcs\SHARED \ Leg istar\2014 CC Agenda Items \12-16-2014\1114-02 James D. Preis 1114-02 James D. Preis - CC Report. docx Staff Report Page 4 The following development conditions are in addition to the UDC requirements for commercial zoning districts. The special conditions outlined below address any negative impacts to the adjacent residential properties and the increased square footage of the units. 1. Uses: The only uses authorized by this Special Permit other than uses permitted in the base zoning district is a boat and RV storage facility. 2. Buffer Yard: On the eastern property line, a Type C Buffer Yard is required. A Type C Buffer Yard calls for a 15 -foot wide landscaped buffer yard and 15 buffer points to be installed, maintained, and remain in place as long as residential districts or uses are adjacent. On the southern property line, a Type A Buffer Yard is required. A Type A Buffer Yard consists of a minimum 10 -foot -wide buffer yard plus five buffer points to be installed, maintained, and remain in place as long as residential districts or uses are adjacent. 3. Lighting: All lighting shall be shielded away from residential areas and pole lights shall be of the full cut-off type. Freestanding pole lights are not allowed within 50 feet of the property line of residential zoning districts. 4. Vehicle Stacking: A minimum of four off-street vehicle stacking spaces designed in accordance with the standards of the Unified Development Code (UDC) shall be provided between the public right-of-way and the front access gate of the storage facility. 5. Storage Space: The maximum allowable storage space for a single boat storage unit shall not exceed 455 square feet and each unit shall only house a single boat. The overhead doors for the storage units should only face north and south. 6. On-site Operations: No cleaning, purging, or maintenance of marine engines shall be permitted. 7. Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within 12 months of this ordinance unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Public Notification Number of Notices Mailed — 8 within 200 -foot notification area 5 outside notification area As of November 24, 2014 In Favor — 1 inside notification area — outside notification area In Opposition — 2 inside notification area — 1 outside notification area Totaling 27.89% of the land within the 200 -foot notification area in opposition. K:ADevelopmentSvcs\SHARED\Legistar\2014 CC Agenda Items \12-16-2014\1114-02 James D. Preis\ 1114-02 James D. Preis - CC Report. docx Staff Report Page 5 Attachments: 1. Location Map (Existing Zoning & Notice Area) 2. Site Plan K:ADevelopmentSvcs\SHARED\Leg istar\2014 CC Agenda Items \12-16-2014\1114-02 James D. Preis\ 1114-02 James D. Preis - CC Report. docx AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of December 16, 2014 Second Reading for the City Council Meeting of January 13, 2015 DATE: November 24, 2014 TO: Ronald L. Olson, City Manager FROM: Dan M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Rezoning from Neighborhood Commercial to General Commercial For Old Lipan Ltd. Property Address: 5657 South Staples Street CAPTION: Case No. 1114-05 Old Lipan Ltd.: A change of zoning from "CN -1" Neighborhood Commercial District and "CN -2" Neighborhood Commercial District to the "CG -2" General Commercial District, resulting in a change to the Future Land Use Plan from Public Semi -Public to Commercial uses. The property is described as Lot 13C, Block 10, Gardendale Subdivision, located at the northwest corner of Holly Road and South Staples Street. PURPOSE: The purpose of this item is to rezone the property to allow a general commercial use. RECOMMENDATION: Planning Commission and Staff Recommendation (November 19, 2014): Approval of the change of zoning from the "CN -1" Neighborhood Commercial District and "CN -2" Neighborhood Commercial District to the "CG -2" General Commercial District. BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning the "CN -1" Neighborhood Commercial and "CN -2" Neighborhood Commercial to the "CG -2" General Commercial District for construction of a single -story, 18,455 -square foot restaurant/bar with an additional 7,695 square feet of exterior deck space. The proposed development is for a Brewster Street Southside. This rezoning is consistent with the Southside Area Development Plan and the Comprehensive Plan. The amendment is compatible with the present zoning and conforming uses of nearby property and to the character of the surrounding area. The property to be rezoned is suitable for uses permitted by the zoning district that would be applied by the proposed amendment. The proposed rezoning would not have a negative impact on the surrounding neighborhood. ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Southside Area Development Plan and is not consistent with the adopted Future Land Use Plan, which slates the property for a Public Semi -Public uses. However, the property was designated for public uses because it was originally occupied by a church. 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 Old Lipan, Ltd. ("Owner"), by changing the UDC Zoning Map in reference to Lot 13C, Block 10, Gardendale Subdivision, from the "CN -1" Neighborhood Commercial District and the "CN -2" 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 Old Lipan, 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, November 19, 2014, during a meeting of the Planning Commission, and on Tuesday, December 16, 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 Old Lipan, Ltd. ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on Lot 13C, Block 10, Gardendale Subdivision (the "Property"), located at the northwest corner of Holly Road and the west side of South Staples Street, from the "CN -1" Neighborhood Commercial District and the "CN -2" Neighborhood Commercial District to the "CG -2" General Commercial District (Zoning Map No. 043035), as shown in Exhibit "A". Exhibit "A", which is a map pertaining to the Property, is attached to and incorporated in this ordinance by reference as if fully set out herein in its entirety. 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_1114-05 Old Lipan Ltd Page 2 of 2 r S. STAPLES STREET (100 --FOOT R.O.W.) LAR' UE LOT 7D NOBS; L9 L7 ca J L5 r a 0 10 L10 15' U.E. REZONED PCG -71 LOT 13C BLOCK 10 2.644 AC l0' U.E. w 0 ry in POINT OF BEGINNING L3 L. ' L 8000' 0 50' 100' 200' LINE TABLE UNE BEARING DISTANCE LI N 29'00.00" E 35.00' 1.2 N 4755.15' E 25.58' 13 N 2700'00" E 200.00' L4 5 61'00'40" E 324.18' 15 5 2700'00' W 83.94' 16 S 61'00'40' E 76.05' L7 N 2700'00' E 22.00' 18 5 61'00'40' E 112.85' L9 5 3213'34' W 27.12' 110 5 29'00'00' W 146.00' 111 S 73.46'20' W 21.13' L12 N 61'00'40' W 434.78' 113 N 68'08109' W 71.59' W I, Albert E. Franco, Jr., regi :tered z professional land surveyor, do z hereby certify that this drawing O was prepared from surveys made W on the ground under my 141 0 supervision, and that said z boundary survey is correct to 5 the best of my knowledge, this R the 23rd day of, Q dtler,.'2014. "r . «1.. � ,,'''+.: ';:�'` •, .=) ',. ILf•'.y• r. .. ,I - f , COMMENCING POINT (FOUND 3/4" IRON PIPE) LOT 14 1. THE BASIS OF BEARINGS I5 ESTABLISHED FROM THE NORTHEAST PROPERTY UNE OF GARDENDALE SUBOMSION, BLOCK 10. RECORDED IN VOLUME 8, PAGE 21, MAP RECORDS OF NUECES COUNTY, TEXAS. 2. THIS SURVEY 15 ACCOMPANIED BY A METES AND BOUNDS DESCRIPTION OF THIS LOT TITLED EXHIBIT "A', DATED OCTOBER 23, 2014. SURVEY OF LOT 13C, BLOCK 10 GARDENDALE SUBDIVISION 5 29.00'00" w 10 00' 7000' FGEND; 0 R.O.W. LAG G' G (&elf ALBERT E. FRANCO, JR. f TEXAS R.P.L.S. #4471 BOUNDARY CENTERLINE OF ROAD ADJACENT LOT UNE EASEMENT PROPERTY CORNER RIGHT—OF—WAY engllneering-surveying TBPE FIRM REG. NO. F-2037 TBPS FIRM REG. NO. 10018800 P.0 Box 2927 78403 820 Buffalo Street 78401) Corpus Christi, exas phone: 361.857.8851 tax- 361.887 8855 e—mail rvaerve—ine com website www.rve—inc.cam EXHIBIT "A" Aerial Overview Subject Property Aerial PLANNING COMMISSION FINAL REPORT Case No. 1114-05 HTE No. 14-10000044 Planning Commission Hearing Date: November 19, 2014 Applicant & Legal Description Applicant/Owner: Old Lipan, Ltd. Representatives: Alan Wahlers Architect Legal Description/Location: Lot 13C, Block 10, Gardendale Subdivision, located at the northwest corner of Holly Road and South Staples Street. Zoning Request From: "CN -1" Neighborhood Commercial and "CN -2" Neighborhood Commercial To: "CG -2" General Commercial Area: 2.644 acres Purpose of Request: The applicant proposes to build a single -story, 18,455 square foot restaurant/bar with an additional 7,695 square feet of exterior deck space. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "CN -1" Neighborhood Commercial and "CN -2" Neighborhood Commercial Public Semi -Public Public Semi -Public North "RS-6/SP" Single - Family 6 with Special Permit and "CN -1" Neighborhood Commercial Public Semi -Public Public Semi -Public South "CG -2" General Commercial Medium Density Residential Medium Density Residential East "CN -1" Neighborhood Commercial Professional Office Commercial West "CN-2/SP" Neighborhood Commercial with Special Permit Vacant Commercial ADP, Map & Violations Area Development boundaries semi-public rezoning adopted Development Map No.: Zoning Plan: The subject property is located within the of the Southside Area Development Plan and is planned for public use due to the property's past use as a church. The proposed to the "CG -2" General Commercial District is not consistent with the Future Land Use Plan and is consistent with the Southside Area Plan. 043035 Violations: None Staff Report Page 2 Transportation Transportation and Circulation: The subject property has approximately 500 feet of street frontage along Holly Road, which is an "Al" Minor Arterial Undivided street and 175 feet of street frontage along South Staples Street, which is an "A2" Secondary Arterial Divided street. Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume (2013) Holly Road "Al" Minor Arterial Undivided Street 95' ROW 64' paved 100' ROW 83' paved 15 376 ADT South Staples Street "A2" Secondary Arterial Divided36 Street 100' ROW 54' paved 115' ROW 75' paved 426 ADT Staff Summary: Requested Zoning: The applicant is requesting a change of zoning from the "CN -1" and "CN -2" Neighborhood Commercial District to the "CG -2" General Commercial Districts to allow construction of a single -story 18,455 -square foot restaurant/bar with an additional 7,695 square feet of exterior deck space. The existing zoning, "CN -1" and "CN -2" Neighborhood Commercial Districts, do not permit this type of development as the restaurant/bar will exceed the allowable gross floor area limitations. Development Plan: The applicant plans to develop the 2.644 acres into a restaurant/bar consisting of an 18,455 square foot building with an additional 7,695 square feet of deck area and fenced in children's play area. The building will be one- story and the development will have all required parking onsite and additional parking available on an adjacent property. The applicant anticipates the business will employ approximately 100 employees, and will operate from 11:00 a.m. to 11:00 p.m., Monday through Thursday, 11:00 a.m. to 2:00 a.m., Friday and Saturday, and 11:00 a.m. to 10:00 p.m., Sunday. Existing Land Uses & Zoning: North of the subject property is a public semi-public use zoned "RS-6/SP" Single -Family 6 with a Special Permit for mini -storage and "CN -1" Neighborhood Commercial. East of the subject property across South Staples Street is a Professional Office use zoned "CN -1" Neighborhood Commercial District. West of the subject property is vacant and is zoned "CN-2/SP" Neighborhood Commercial District with a Special Permit for mini -storage. South of the subject property across Holly Road is a Medium Density Residential use zoned "CG -2" General Commercial District. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Staff Report Page 3 Comprehensive Plan & Area Development Plan Consistency: The proposed change of zoning is not consistent with the Southside Area Development Plan and is not consistent with the adopted Future Land Use Plan, which slates the property for Public Semi -Public uses. However, the property was designated for public uses because it was originally occupied by a church. Additionally, the following are pertinent elements of the Comprehensive Plan and should be considered: • New high-intensity commercial developments without adequate transition or buffering should be discouraged from locating directly adjacent to low-density residential areas (Southside Area Development Plan, Policy Statement B.7). • Rezone residentially zoned properties on Williams Drive and Holly Road between Staples Street and Everhart Road to a neighborhood Commercial district consistent with street traffic carrying capacity and protection of the abutting residential neighborhood (Southside Area Development Plan Policy Statement B.9). • Limited commercial expansion will be allowed on either side of Staples Street and Everhart Road (Southside Area Development Plan, Policy Statement B.11). o Total depth of commercial expansion between Staples and Everhart Roads and the neighborhood shall generally not exceed 300 feet. o Expansion of commercial uses into or within residential areas may be permitted only if such expansion maintains or improves the residential desirability of the impacted neighborhood (Comprehensive Plan, Commercial Policy Statement d). If the mini -storage in the "RS-6/SP" Single -Family 6 with a Special Permit is not developed then the "CG -2" General Commercial District zoning will end up next to "RS -6" Single - Family 6 zoning. Plat Status: The subject property is platted. Department Comments: • This rezoning is consistent with the Southside Area Development Plan and the Comprehensive Plan. • The amendment is compatible with the present zoning and conforming uses of nearby property and to the character of the surrounding area. • The property to be rezoned is suitable for uses permitted by the zoning district that would be applied by the proposed amendment. • The proposed rezoning would not have a negative impact on the surrounding neighborhood. • The property will only have access to two arterial streets (Holly Road and Staples Street). Therefore, there will not be any traffic cutting through residential neighborhoods. • The property does not abut residential uses the "CN -1" and "CN -2" Neighborhood Commercial Districts to the north & west serve as buffers between the nearby residential uses and the proposed "CG -2" District. Planning Commission and Staff Recommendation: Approval of the change of zoning from the "CN -1" Neighborhood Commercial and "CN -2" Neighborhood Commercial to the "CG -2" General Commercial District. Staff Report Page 4 Public Notification Number of Notices Mailed — 7 within 200 -foot notification area 14 outside notification area As of November 24, 2014 In Favor — 0 inside notification area — 0 outside notification area In Opposition — 0 inside notification area — 0 outside notification area Totaling 0.00% of the land within the 200 -foot notification area in opposition. Attachments: 1. Location Map (Existing Zoning & Notice Area) 2. Site Plan K:\DevelopmentSvcs\SHARED\ZONING CASES\2014\1114-05 Old Lipan, Ltd\PC Documents\1114-05 Old Lipan Ltd. Report for PC.docx LOCATION MAP City of Corpus Christi RS -6 M r R 1/1)11* P/14-01 CN -2" k*„., 1 f0 3 CN - C G'- 2 I -L Date Created: 1111'20 4 . 800 / Prepared By: Jerem,M Feet Dep amen( of Development Services CASE: 1114-05 ZONING & NOTICE AREA 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 Resort Commercial CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial CI Intensive Commercial CBD Downtown Commercial CR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unit Dev. Overlay RS -10 Single -Family l0 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 MSubject Property O Owners Mtn 200' buffer M favor 4 Owners within 200" listed on V Owners attached ownership tebfe A in opposition EXHIBIT A EXHIBIT B RESOLUTION AUTHORIZING CITY OF CORPUS CHRISTI ELECTION SERVICES CONTRACT WITH NUECES COUNTY FOR RUNOFF ELECTION WHEREAS, the City of Corpus Christi has a previously authorized runoff election occurring on December 16, 2014; and WHEREAS, as election day services are needed to operate this election successfully and Nueces County has offered to provide these services outlined in the attached Election Services Contract; THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: The City Secretary is authorized to execute the Election Services Contract found as Attachment A, which is attached hereto and incorporated herein for all purposes, with Nueces County to provide necessary services for the City runoff election on December 16, 2014. Date: December 16, 2014 Attest: Rebecca Huerta, City Secretary NELDA MARTINEZ, MAYOR CITY OF CORPUS CHRISTI 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 AGENDA MEMORANDUM Resolution for the City Council Meeting of December 16, 2014 DATE: TO: Ronald L. Olson, City Manager December 16, 2014 FROM: Rebecca Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Resolution Authorizing an Election Services Contract for the City Council Runoff Election CAPTION: Resolution authorizing City of Corpus Christi election services contract with Nueces County for runoff election. PURPOSE: The purpose of this resolution is to approve the requisite contract wherein the City contracts with Nueces County for election services for the purpose of conducting the required 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 Districts One or Two received a majority of votes, the City's Charter requires a runoff election to determine the winner. On November 18, 2014, via Ordinance No. 030329, the City Council ordered a December 16th Runoff Election for City Council Districts One and Two. ALTERNATIVES: None. OTHER CONSIDERATIONS: On August 12, 2014, the City Council approved a Joint Election Agreement between the City and Nueces County solely for the purpose of jointly holding a general and special election on the uniform election date of November 4, 2014. The purpose of the resolution recommended herein is to contract with Nueces County for the election services necessary to conduct the required December 16, 2014 runoff election. CONFORMITY TO CITY POLICY: This item conforms to the Texas Election Code and the City's Charter. EMERGENCY / NON -EMERGENCY: None. DEPARTMENTAL CLEARANCES: Legal Department FINANCIAL IMPACT: QOperating ❑ 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 $176,712 BALANCE Fund(s): General Fund Comments: $246,553.74 $300,157.99 Per Nueces County, the combined cost estimate for the general and special elections is $246,553.74. This cost estimate reflects cost-sharing efficiencies realized due to the participation of numerous governmental entities, located in Nueces County, during the November 4, 2014 uniform election date. However, as the City is the only governmental entity requiring a runoff election, the $300,157.99 runoff election cost estimate recently provided by Nueces County must be borne wholly by the City. $546,711.73 Total anticipated election costs of $546,711.73 (general/special and runoff elections). ($370,000.00) Staff originally budgeted $370,000 for both the general/special election and the runoff election. $176,711.73 As the City is the only entity requiring a runoff election, thus not allowing for the efficiencies created by cost-sharing with other entities, an additional $176,711.73 is required to fund total anticipated election costs of $546,711.73 (general/special and runoff elections). Funds are available in the General Fund for this purpose. RECOMMENDATION: Approval of the resolution. LIST OF SUPPORTING DOCUMENTS: Resolution Election Services Contract ELECTION SERVICES CONTRACT CITY OF CORPUS CHRISTI AND COUNTY OF NUECES Exhibit A THIS CONTRACT is made this day of , 2014, by and between the CITY OF CORPUS CHRISTI (hereinafter referred to as "CITY OF CORPUS CHRISTI") and Diana T. Barrera, County Clerk (COUNTY ELECTION OFFICER), under authority of Texas Election Code, Section 31.092 (a), to perform Election Services for the December Runoff Election to be held by Nueces County on December 16, 2014. This Contract is entered into in consideration of the mutual covenants and promises hereinafter set forth. Paragraph 1. SERVICES OF COUNTY ELECTION OFFICER The COUNTY ELECTION OFFICER shall be responsible for the overall conduct of the election and shall perform and furnish the following: (a) Hire all early voting and election day personnel; (b) Conduct training session of all election workers; (c) Provide laptops, air cards, label printers, and cell phones for processing early voters; (d) Provide Judges Booth Controller (JBC), eSlate equipment and booths for Early Voting and Election Day polling locations; (e) Transport election equipment to polling locations; (f) Provide Early Voting and Election Day technical support for mechanical breakdowns of voting equipment; (g) Scan all mail ballots, tabulate Early Voting results, arrange Early Voting Ballot Board meeting, and provide export file of early voting results; (h) If applicable, program, generate and distribute ballots; (i) Prepare alI testing materials and conduct a test of the Electronic Equipment in compliance with Section 127, Subchapter D, of the Texas Election Code; (j) If applicable, provide additional miscellaneous supplies upon request; and (k) Provide estimated cost of Election by Attachment "A". Paragraph 2. GENERAL CONDITIONS The parties agree that the COUNTY ELECTION OFFICER will perform all services listed in Paragraph I. Furthermore, the parties agree that the CITY OF CORPUS CHRISTI is obligated to pay all expenses and shall reimburse the COUNTY ELECTION OFFICER and Nueces County with respect to any purchase reasonably made in the programming and transporting of voting equipment. Furthermore, after the election, the COUNTY ELECTION OFFICER will submit to CITY OF CORPUS CHRISTI an itemized statement as shown in Attachment "A" with the exact costs and expenses incurred related to the performance of this contract. CITY OF CORPUS CHRISTI agrees to make payment in conformity with the statement submitted by the COUNTY ELECTION OFFICER within thirty (30) days of receipt of the statement. SIGNED THIS DAY OF , 2014 Diana T. Barrera, County Clerk Nueces County Rebecca Huerta City Secretary LA 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 NUECES COUNTY COUNTY CLERK DEPARTMENT Cost Sheet Detail Breakdown ESTIMATE COST Contractor: Nueces County Clerk - Elections Department Election For: City of Corpus Christi 2014 Runoff Election Election Date: December 16, 2014 Attachment "A" Project Code: 14121633 Components and descriptions rola 3OR Estimate # Needed Estimate Units/ Hrs Chrg s Cost Per Unit SVC COST FULL 67 City of Corpus Christi 1 roc 1 5 42.00 210.00 210.00 Election Day & Tabulation Support 5123 Central Count Manager (1.5 OT rate) EV a ED 5123_Tabulation Supervisor 5 or rate) EV & ED 1 5 28.00 140 00 140.00 5123_Tabulation Assistant(s) (15 orralo) EV & ED 2 5 24 00 240 00 240 00 5123_Technical Support (1 5 OT rate) Prorated by //jurisdictions 1 5 24 00 120 00 120 00 5123 Warehouse Tech (RecelvelBackup Equipment) 1 5 24.00 120.00 120 00 5123 Election Night Reporting - - 30.000,00 - - 5123_CC Clerks_Slaff Support (1 5 or rata) 25 5 24.00 3,000.00 3,00000 5331_Judges/AIt/Clerks ht tem. Eo) 250 16 9 00 36.000.00 36,000 00 5331 Judges/AIVClerks (41we Training a snag) - - 9.00 - - 5331Judges/Alt/Clerks pens Training & M1g) - - 900 - - 5331_Judges if/supply pick up/drop off) 51 1 25.00 1,275.00 1,275,00 5126 Temp Personnel -ED Equip Support( Reg rime) 9 18 12.00 1,944.00 1,944.00 5125 Temp Personnel -ED Equip Support (OT) 9 5 15 00 675.00 675 00 Early Voting / Ballot Resolution Support 2 30 24 00 1,440 00 1,440.00 5123_ Staff EV Troubleshooting (On-call/On-site) Prorated by ajariediotion. 5123_ Staff ED Troubleshooting (On-call/On-site) Fronted by #jurisdiction. 2 16 24 00 768 00 768.00 5123 CC Staff Support (Ballot Rsoq 4 80 24.00 7,68000 7,680 00 1316 _Election Support Staff (Project Leader) 1 350 25 00 8,750 00 8,750 00 5126_EV Temp Clerks - Substations/Teems Trahhg (Reg.Time) - - 900 - - 5126_EV Temp Clerks - Substations/Teams (Reg.nme) 21 80 9 00 15,120 00 15,120 00 5125_EV Temp Clerks - substations/Teams (Over tuna) 14 50 13 50 9,450.00 9,450 00 5126_EV Temp Clerks - Absrvueog by Ma:. Prep Ey (Reg. Tana) 9 250 9 00 20.250.00 20,250 00 5125_EV Temp Clerks - Abst voting by Man, Prep EV (Over time) 9 40 13 50 4,860 00 4,860 00 5331 Ballo( Board Workers (xhrs) 4 40 9 00 1,440 00 1.440 00 Election Supp/v Pkk Ups (Weekday) - - 24 00 000 . 5123 CC Staff Support EV 5123 CC Staff Support_ED 6 5 24 00 720.00 72000 EV/ED Contract Personnel 1 60 2000 1,200.00 1,200 00 5185_ EV Field Techs(*uaining&mneage) Prorated by IIumdionon. (0eppcnbre) 5185_ ED Field Techs (*training8mneage) Prorates by ajoysdidion. (i/app;ceue) 8 20 20 00 3,200.00 3200 00 5185_ EV Security - Off Duty Officers - - 40.00 000 5325_ Equipment Vendor (HART) Support - - 0 00 0.00 Programming 1.5 1 200 00 300.00 300 00 Boss Equipment - Programming Ballot MBB/Audio Cards Equipment f/ JBCs and DAUs - Programming 2 6 50 00 600.00 600 00 5123 Technician-Prog.Es)ales, DAUs & JBC5 x hourly 1 40 50 00 2,000.00 2,000 00 5123_Technician-Prog. Ballots x hourly (min 1 hr) 1 16 50 00 800.00 800 00 5123 Developing Ballot Formatting - - 150 00 0.00 - 5123Staff-L &A Testings(pmgramng, pro-teseng & pnbrc test) Prorated by a jurisdiction. (9 - - 50 00 0.00 - 5126_Temp Support - Marking, testing, etc. (Reg. -rime ) Prorated bye jurisdictions pia - - 15 00 0.00 - 5123Mapping Research, producing & delivery - - 60 00 0.00 - 5325Contract Personnel (Audio / translator) - - 50 00 0.00 - 5123_Deadlines and/or Reprogramming Post L&A 1 1 3,000.00 3,000 00 3,000.00 Training /classes) - - 20 00 0.00 - 5123_CC Staff Personnel (before gam a an spm) 5123_CC Staff Personnel OT Prorated by Attendees - - 18 00 0 00 - 5125 „Temp Support - - 12.00 0.00 EV .4 ED Dellvetv/Pickup Personnel 1 40 25.00 1,000.00 1,000 00 1316 / 1316 Delivery Staff Personnel 5126 Delivery Temp Personnel (Reg) 4 40 12 00 1,920.00 1,920 00 5125 _Delivery Temp Personnel (or) 4 20 15 00 1,200.00 1,200 00 EV 8 ED Warehousing (Prep. Maint.& egp) 1 1 200 00 200.00 200.00 SERVO Equipment Backup/Reset (JBC. Estate, DAUs, MBBs) 1316 / 1316 _Staff Personnel 1 250 25 00 6,250.00 6,250 00 5126_ Warehouse Temp Personnel (Reg) 4 200 12.00 9,600.00 9.600.00 5125_Warehouse Temp Personnel (OT) 4 40 15.00 2,40000 2,400 00 Other Support Functions (Prep, develop.8 produce) 1 120 25.00 3,000 00 3,000 00 1316 _Staff Personnel (clerical operations) Project Leader Fringe Benefits - Temp Clerks (8 84%) Prorded bye)ad.didion. (9 app.(*) Actual Actual 150.00 20,000 00 20,000 00 Fringe Benefits - Full -Time Staff (17 15%) Prorated by 0jurisdictions /dapplicable) Actual Actual 16000 10,000 00 10,000 00 5541_ Mileage - travel - Election Workers proreed byajurisdictions gre o:imbe) 1 80 0.49 39.20 39.20 5541_ Mileage - (ravel - Election Staff Prorated bye jurisdictions eleppr abs,) 2 40 0 49 39 20 39 20 X:\Elections)ELECTION 2014112-16-14 Runoff EleclionlBilling\12162014 Estimate Cost xisx 1 EV Project Code: 14121633 Components and descriptions & ED EQUIPMENT RENTAL Laptop Equipment f/EV Estimate # Needed Estimate Units) Hrs Chrg 6 Cost Per Unit SVC COST FULL 67 City of Corpus Christ) 7 1 50.00 t 35000 350.00 57 58 59 60 61 62 63 64 65 66 67 68 65 70 71 72 73 74 75 77 78 79 80 81 82 63 84 DELIVERY JBC Equipment f/L&A (each) - 1 200.00 000 - JBC Equipment f/EV (each) 7 1 200.00 1,400.00. 1,400.00 JBC Equipment f/ED (each) 51 1 200.00 10,200 00 10,200.00 JBC Equipment f/Spare Mach) 18 1 200.00 3,600.00 3,600.00 JBC Equipment f/Tech (each) 16 1 200.00 3,200.00 3,200.00 JBC Equipment f/Training (each) - - 20000 0.00 - DAUs Equipment f/L&A (each) - - 200.00 0.00 - DAUs Equipment f/EV (each) 12 1 200.00 2,400.00 2,400.00 DAUs Equipment f/ED meth) 53 1 200.00 10,600.00 10,600.00 DAUs Equipment f/Spare (each) 18 1 200.00 3,600 00 3,600.00 DAUs Equipment f/Tech (each) 16 1 200.00 3,200.00' 3,200 00 DAUs Equipment f/Training (each) - - 200.00 0.00 - Estate Equipment f/L&A (secs) - - 200.00 _ 0.00 - Estate Equipment f/EV (each) 26 1 200.00 5200 00 5,200.00 Estate Equipment f/ED (aeon) 104 1 200.00 20,800.00 20,800.00 Estate Equipment f/ Spare (each) 18 1 200.00 3,600.00 3,600.00 Estate Equipment f/Tech (ears) 16 1 200.00 3,200.00 3,200.00 Estate Equipment f/Training (each) - - 200.00 0.00 - MBB/Audio Cards Equipment f/ JBCs and DAUB 100 1 2.00 200.00 200.00 Tally Equipment flTestings (sato) - - 200.00 0.00 - Tally Equipment fIEV/ED, Post, & Finalizing (earn) 1 1 200.00 200.00 200.00 Ballot Now Equipment (each) 1.5 1 200.00 300.00 300.00 Ballot Printing - Sample & Emergency (Calc. ©50.10) Regular Paper 1 10,000 0.10 1,000,00 1,000.00 Ballot Printing - Man & Test (Calc. ©50.50) Special Paper 1 5,000 0.50 2,500 00 2,500.00 Ballot Printing -outsourced /sample ballots - - 1.00 0.00 - 5435_ Misc. Lease Equipment (HART Vendor) - - 0.00 0.00 - & TRANSPORTATION - - 0.00 0.00 85 86 MISCELLANEOUS 5435 _Vehicles -lease trucks) County Vehicles (usage fee, fuel, mileage & other operational costs) 1.5 75 25.00 2,812.50 2,812.50 - 1 Actual - 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 INTER 5414_Pubiic Notice (Public Testing) Prer.t.dbyamuumuus (d,aatcao�si 5414 Legal Notice (Advertisement) - 1 Actual - 5231/5235_Telephone, Celts &Utilities (ind:came ceonlee ame..,c) 7 1 Actual 150.00 150.00 5231 Label Printers 7 1 8.00 56.00 56.00 5231 _ Data / Air Service 7 1 8.00 56.00 56.00 5211_ EV Mail Kits Actual Actual 69.00 2,000.00 2,000.00 5211_ EV/ED Supply Kits Actual Actual 69.00 3,000.00 3,000.00 5211/5212_Misc. Supplies (for mail prep, pick up & distrb) 100 1 86.00 5,000.00 5,000.00 5217_Postage (pcs)+ Fed Ex 2,000 1 0.69 1,380.00 1,380.00 5422_Building & Space Rental Actual Actual 0.00 0.00 - Rental of EV/ED Carts (each) 10 1 5.00 50.00 50.00 Rental of EV/ED Supply Bags/Bins etc. (each) 51 1 5.00 255.00 255.00 Rental of EV/ED Signs (each) 51 1 5.00 255.00 255.00 Rental of EV/ED Table & Chairs (each) 10 1 5.00 50.00 50.00 Rental of alt other supplies 75 1 5.00 375.00 375.00 Rental of all other supplies 75 1 1.00 75.00 75.00 DEPARTMENTAL COSTS County Clerks Office (Admin support) Prorated byaled.dicuen.blape/caws) 1 8 35.00 280.00 280.00 103 104 105 1260_ Auditors Office (payroll processing) 1 16 24.00 384.00 384.00 Records Management (1.507 rale) (Pre Lar. LSA, Sample and emergency Ballots) 1 8 24.00 192.00 192.00 SERVICES SUBTOTAL 272,870.90 ADMINISTRATIVE COST 1316_Election 10% Administration Fee (operation overhead) 272,870.90 10% 27,287.09 27,287.09 EQUIPMENT SERVICES GRAND TOTAL $300,157.99 $300,157.99 '40 Will be charged If Deadlines Not Met and/or Reprogramming Post L&A Billing Isnotbased on number of precincts. Prepared by County Clerk - Election Department Please remit payment to: Nueces County Clerk - Elections Department P 0 Box 2627 Corpus Christi TX 78403 X \ Elections \ELECTION 2014\12-16-14 Runoff Election\Billing \12162014 Estimate Cost.xlsx 2 AGENDA MEMORANDUM First Reading for the City Council Meeting of December 16, 2014 Second Reading for the City Council Meeting of January 13, 2015 DATE: November 17, 2014 TO: Ronald L. Olson, City Manager THRU: Susan K. Thorpe, Assistant City Manager of Safety, Health, and Neighborhoods sthorpe@cctexas.com (361) 826-3232 FROM: Peter Davidson, Marina Superintendent peterd@cctexas.com (361) 826-3983 CAPTION: Lease Extension with Landry's Seafood and Steak House Ordinance authorizing the City Manager, or this designee, to execute an extension to a five year lease agreement with Landry's Seafood and Steakhouse — Corpus Christi, Inc. ("Landry's) to operate a restaurant barge on People's Street T -Head with monthly payments of $6,657.00 through 2016, $7,056.00 through 2018, $7,500.00 through 2019, OR 2.75% of monthly gross sales, whichever is greater. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a five year extension to the current lease agreement with Landry's restaurant for continued operation at the City Marina. BACKGROUND AND FINDINGS: The current five year lease agreement between the City of Corpus Christi and Landry's Seafood & Steak House — Corpus Christi, Inc. (Landry's) expires on December 31, 2014. They have requested an additional five year extension to the current lease and have worked with staff to develop a new escalated fee structure. ALTERNATIVES: 1. Authorize execution of the lease extension 2. Do not authorize execution of the lease extension OTHER CONSIDERATIONS: As per City Charter, Article IX. Public Utilities, Franchises, and Leases, Section 3. Ordinance Granting Franchise or Lease, Part a. "Every ordinance granting, extending, or amending a franchise or lease of property of the city shall be read at two regular meetings of the council, and shall not be finally acted upon until the twenty-eighth day after the first reading." Therefore, the second reading of this item will be scheduled for the January 13, 2015 to comply with this requirement. The existing contract will be in force until the second reading of this item supersedes it. CONFORMITY TO CITY POLICY: Conforms to City of Corpus Christi statutes regarding lease agreements. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Legal Department FINANCIAL IMPACT: Revenue Budget Fiscal Year 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget Encumbered / Expended Amount This item 79,884.00 339,228.00 419,112.00 Future Anticipated Expenditures This Project BALANCE 79,884.00 339,228.00 419,112.00 Fund(s): General Fund Comments: N/A RECOMMENDATION: Landry's has proven to be a valuable tenant to the Marina and city staff recommends approval of a five year extension to the current lease with Landry's. LIST OF SUPPORTING DOCUMENTS: Ordinance Lease Extension Agreement Page 1 of 2 ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AN EXTENSION TO A FIVE YEAR LEASE AGREEMENT WITH LANDRY'S SEAFOOD AND STEAKHOUSE -CORPUS CHRISTI, INC. ("LANDRY'S) TO OPERATE A RESTAURANT BARGE ON PEOPLE'S STREET T -HEAD, WITH MONTHLY PAYMENTS OF $6,657.00 THROUGH 2016, $7,056.00 THROUGH 2018, $7,500.00 THROUGH 2019, OR 2.75% OF MONTHLY GROSS SALES, WHICHEVER IS GREATER. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. That the City Manager, or designee, is authorized to execute an extension to a five-year Lease Agreement with Landry's Seafood and Steakhouse -Corpus Christi, Inc. to operate a restaurant barge on People's Street T -Head in consideration of monthly payment of $6,657.00 through December 31, 2016, $7,056.00 through December 31, 2018, and $7,500.00 through December 31, 2019, or 2.75% of monthly gross sales, whichever is greater. The Agreement is on file with the office of the City Secretary. 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 on this the day of , 2015. ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor AGREEMENT TO EXTEND LEASE WITH LANDRY'S SEAFOOD AND STEAK HOUSE -CORPUS CHRISTI, INC. THIS AGREEMENT is made and entered into between the CITY OF CORPUS CHRISTI, a municipal corporation and political subdivision of the State of Texas, hereinafter referred to as "CITY," and LANDRY'S SEAFOOD AND STEAK HOUSE - CORPUS CHRISTI, INC. a corporation organized and existing under the laws of the State of Delaware and authorized to do business in the State of Texas, hereinafter referred to as "Landry's" Whereas, the parties previously entered into a five-year Lease Agreement, with term beginning on January 1, 2010; ("Lease Agreement"); Whereas, the parties desire to extend the term of the Lease Agreement for an additional five year term; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: I) Section 4 of the Lease Agreement, "Term", is amended to extend the term from January 1, 2015 thru December 31, 2019 ("Extension Period"). 2) Section 5 of the Lease Agreement, "Lease Rate and Payments", is amended to provide Lease Rate and Payments during the Extension Period as follows : (A) From January 1, 2015 through December 31, 2016, the Lessee shall pay the City a base lease rate of $6,657.00 per month or 2.75% of monthly "Gross Sales", whichever is greater (the "Lease Payment"); and then (B) From January 1, 2017 through December 31, 2018, the Lessee shall pay the City a base lease rate of $7,056.00 per month or 2.75% of monthly "Gross Sales", whichever is greater (the "Lease Payment"); and then (C) From January 1, 2019 through December 31, 2019, the Lessee shall pay the City a base lease rate of $7,500.00 per month or 2.75% of monthly "Gross Sales", whichever is greater (the "Lease Payment"). (D) "Gross Sales" means all sales of food, drink, souvenir items, and all merchandise of any kind, prepared, produced or sold on the Premises or sold on the Peoples Street T -Head, excluding credit card transaction fees and sales, consumption and alcoholic beverage taxes. (E) Payments must mailed or delivered and made payable to the order of the City of Corpus Christi Marina Department, 400A North Shoreline BIvd., Lawrence Street T -Head, Corpus Christi, TX, 78401 3) This Agreement takes effect on date of last signature. 4) All other terms and conditions of the Lease Agreement between Landry's Seafood and Steak House — Corpus Christi, Inc. and the City of Corpus Christi approved by City Council on December 9, 2009, which are not inconsistent herewith shall continue in full force and effect during this Extension Period. A copy of the current Lease Agreement is attached as Exhibit A. IN WITNESS WHEREOF, the parties hereto have themselves or through their duly authorized officers executed this Extension Agreement effective as of the date of last signature. EXECUTED IN DUPLICATE ORIGINALS by the authorized representative of the parties. City of Corpus Christi, Texas By: Ronald L. Olson City Manager Date: Approved as to legal form this day of , 2014: By: Lisa Aguilar Assistant City Attorney for the City Attorney LANDRY'S SEAFOOD AND STEAK HOUSE - CORPUS CHRISTI, INC. By: Name: Steven L. Scheint al Title: Vice President Date: I "G' ZwA1.ie.^l 1(617-04 State of Texas § County of Harris § Lega! tip This instrument was acknowledged before me onIhe f day of goletithty, 2014, by 6kAta- L. ScFLe, as V. cit.4" for Landry's Seafood and Steak House - Corpus Christi, Inc., a Texas corporation, on before of the corporation. otary Public LORI E. BENTON °s Notary Public, State of Texas h= My Commission Expires *�° June 06, 2017 Exhibit A Copy of December 2009 Lease Agreement 2009-535 Ord. 028426 12/08/09 Landry's Seafood & Steak House LEASE AGREEMENT BETWEEN LANDRY'S SEAFOOD AND STEAK HOUSE -- CORPUS CHRISTI, INC. AND THE CITY OF CORPUS CHRISTI THE STATE OF TEXAS § COUNTY OF NUECES § KNOW ALL MEN BY THESE PRESENTS: This lease ("Lease") is entered into between the City of Corpus Christi ("City"), a Texas municipal home -rule corporation, acting through its duly authorized City Manager ("City Manager"), and Landry's Seafood & Steak House -Corpus Christi, Inc., a Texas corporation ("Lessee"); The City, in consideration of Lessee's faithful performance of the conditions and covenants contained in this Lease, leases to Lessee a dockside area in the Corpus Christi Marina ("Marina"), as follows: Section 1. Preamble Language. The preamble language included above this initial numerated section in incorporated into this Lease by reference and made a part of this Lease for all intents and purposes. Section 2. Premises. Lessee is granted use of sufficient berthing space on the north side of the Peoples Street T -Head, to accommodate a barge restaurant to be permanently moored pursuant to US Coast Guard rules and regulations, and related site improvements, including the additional adjacent space designated "Boardwalk" on the attached Exhibit A (all areas collectively referred to as the "Premises"), which is incorporated in this Lease by reference, and is set forth in Landry's proposal in response to RFP BI 0132-09 and in compliance with applicable City of Corpus Christi codes and ordinances. Section 3. Permitted Uses. (A) Lessee must use the Premises primarily as a restaurant, to include outside dining, and secondarily as a bar. (B) Lessee may use the bar, as a secondary use only, to sell and serve alcoholic beverages if Lessee has complied, and remains in compliance, with all State and local laws, rules, regulations, and ordinances. Additionally, the bar may be used by Lessee for the sale of souvenirs and other merchandise secondary to and as appropriate to complement food and drink service. 2 (C) The business operation must be confined to the barge restaurant, Boardwalk, and deck areas within the Premises. (D) This Lease is not an exclusive right to operate a restaurant in the Marina area. Section 4. Term. The term of this Lease shall begin on January 1, 2010 and be for five (5) years, unless terminated earlier as provided herein. Thereafter, the Agreement shall become month-to-month until a new lease has been re -negotiated. Section 5. Lease Rate and Payments. (A) From January 1, 2010 through December 31, 2011, the Lessee shall pay the City a base lease rate of $6,000.00 per month or 2.75% of monthly "Gross Sales", whichever is greater (the "Lease Payment"); and then From January 1, 2012 through December 31, 2013, the Lessee shall pay the City a base lease rate of $6,300.00 per month or 2.75% of monthly "Gross Sales", whichever is greater (the "Lease Payment"); and then (C) From January 1, 2014 through December 31, 2014, the Lessee shall pay the City a base lease rate of $6,657.00 per month or 2.75% of monthly "Gross Sales", whichever is greater (the "Lease Payment"). (D) "Gross Sales" means all sales of food, drink, souvenir items, and all merchandise of any kind, prepared, produced or sold on the Premises or sold on the Peoples Street T -Head, excluding credit card transaction fees and sales, consumption and alcoholic beverage taxes. (E) Payments must be made to the order of the City of Corpus Christi and mailed to the City Collections Department, P. 0. Box 9277, Corpus Christi, TX, 78469, or delivered to City Hall at 1201 Leopard Street, Corpus Christi, TX, 78401. (B) Section 6. Lease Payment Abatement. (A) The monthly Lease Payment shall be abated during the time Lessee ceases restaurant business operations as set forth hereinafter: (1) in preparation for closure due to the implementation by a legally authorized official of the City of Corpus Christi or Nueces County of a declaration that requires the cessation of all normal operations of the restaurant in accordance with Lessee Hurricane Preparedness Plan ("Hurricane Plan"), a copy of which is attached as Exhibit C and incorporated in this Lease by reference, or any other condition declared by a legally authorized official of the City of Corpus Christi or Nueces County that requires the cessation of all normal operations of the restaurant; 3 (2) whenever the barge is rendered substantially unusable because of damage resulting from fire, water, wind, or force majeure; or (3) in the event major repair, renovation, or construction prohibits access to and through the Peoples Street T -Head. (B) In the event that a condition in subsection (A) of this section occurs and Lessee desires to claim a Lease Payment abatement, Lessee must notify the City's Marina Superintendent, City Manager or the Marina Superintendent's designee ("Marina Superintendent") in writing within three (3) business days following the occurrence of a condition stated in subsection (A) of this section or as soon as practical under the circumstances, providing the date, time, and reason for cessation of restaurant business operations and the expected date of resumption of restaurant business operations. (C) Lessee must resume its restaurant business operations as soon as practical after a condition that caused the cessation of restaurant business operations no longer exists. Lessee must provide the Marina Superintendent with written notice within 24 hours after resuming restaurant business operations. (D) The Lease Payment abatement amount will be a pro rata share of the minimum monthly Lease Payment due for each day of cessation of business as provided herein. Section 7. Monthly Financial Statements; Audit of Records. (A) Lessee must keep strict and accurate books of account and records of Gross Sales and of all receipts collected. (B) Lessee must furnish monthly statements of Gross Sales, certified by an authorized officer of Lessee, in accordance with generally accepted accounting principles and procedures and in a form approved by the City's Director of Finance. (C) Lessee's books and records must be open for inspection by the City Manager at all reasonable times. (D) All underlying documentation for Lessee's certified monthly statements, including, but not limited to, cash register and computer terminal tapes, must be preserved by Lessee for at least three (3) years. The City Manager may terminate this Lease for failure to preserve such records or provide them to the City upon the City Manager's request. (E) The City Manager may audit Lessee's books and records at any time to verify Gross Sales for any period within three (3) years prior to an audit. 4 (1) "Books and records" includes, but is not limited to, all documents related to the conduct of the business such as: general ledgers, accounts receivables and payables, sales journals, inventory records, daily and periodic summary re -ports, cash register and computer terminal tapes, bank deposit slips, bank statements, tax reports to State and Federal agencies, and discount and rebate records. (2) Any additional payments due the City, as may be determined by an audit, must be paid by Lessee to the City, with annual interest of 10% from the date the payment became due, within 30 days of such determination and notice to Lessee. (3) Audits will be conducted at the administrative offices of the City's Park & Recreation Department, 1201 Leopard Street, Corpus Christi, Nueces County, Texas, 78401, and Lessee must make its books and records available at such time as required by the City's Auditor. If first agreed to in writing by the City's Marina Superintendent, the audit can be conducted at another site, provided Lessee's reimburses the City for the travel, food, and lodging expenses of City staff necessary to conduct the audit. (4) If the audit shows that Lessee has understated Gross Receipts by 3% or more, the entire expense of the audit must be paid by Lessee's. Section 8. Delinquency and Default Regarding Lease Payments. (A) Lessee is "delinquent" if the City has not received Lessee's monthly Lease Payment and certified financial statement on or before 5:00 p.m. on the 10th day of the month in which the payment and certified financial statement are due. If the 10th day on the month falls on a weekend or holiday, the Lease Payment and certified financial statement must be tendered on the first business day thereafter. (B) Lessee is "in default" if Lessee fails to pay the amount due or provide the certified financial statement within ten (10) business days after the City Manager has sent a written notice of delinquency requesting the payment, certified financial statement, or both. A default for failure to pay the amount due or provide the certified financial statement constitutes grounds to terminate this Lease. Section 9. Lessee Responsibilities. Lessee, shall: (A) Pay for the installation, maintenance, and use of all of its utilities including, but not limited to, water, sewer, sanitation, electricity, natural gas, and telephone; 5 (B) Comply with all Federal, State, and local laws, rules, regulations, and ordinances, as each may be amended, including, but not limited to, Chapter 12 of the City's Code of Ordinances and the Marina Rules and Regulations, and ensure that its employees, agents, and representatives comply as well; (C) Perform the alterations, repairs and improvements to the barge restaurant by the completion dates set forth on Exhibit F herein subject to any delays approved by the Marina Superintendent; (D) Maintain the Premises and all improvements in a good and safe condition during the Lease term; (E) Maintain the barge restaurant, mooring lines, spuds, pilings, and anchors at all times in a satisfactory state of repair, as specified by the Marina Superintendent; (F) Perform grounds maintenance for the area north of the center of the head portion of the Peoples Street T -Head, as shown on the attached Exhibit B, which is incorporated in this Lease by reference, to include, without limitation, litter control of all grass and landscaped areas and the parking lots utilized by its restaurant customers, except for such times as the City leases such property to other third parties; (G) Raise the barge restaurant if it sinks, regardless of the cause of its sinking; (H) Remove the barge restaurant from the Marina in the event of extensive damage, destruction, sinking, or partial sinking, regardless of cause; (1) Ensure that no pollutant, effluent, liquid or solid waste material, bilge water, litter, trash, or garbage issued from the Premises is allowed to collect in the waters of the Marina or in the vicinity of the barge restaurant or parking areas utilized by restaurant customers. Lessee must regularly inspect and police the vicinity of the Premises for such materials and promptly clean up and remove such materials in order to maintain the cleanliness and attractiveness of the Marina; (J) Ensure that the noise level issuing from the Premises 1s reasonable and not discernibly audible to a person of normal hearing sensitivity standing along the east curb lines of Shoreline Boulevard (northbound); (K) Regularly inspect and maintain fire fighting systems and equipment in the highest degree of readiness and regularly conduct training for employees in fire prevention and emergency procedures; (L) Pay all operating expenses Incurred by Lessee in connection with its restaurant business operations; (M) Pay all ad valorem taxes which may be assessed against the Premises, that are associated with Lessee use of the Premises, prior to their past due date; 6 (N) Properly maintain and clean the grease traps, trash dumpsters, trash dumpster area and vessel bilges, in accordance with applicable local ordinances and State health regulations, at least once every month or more frequently as needed; and (0) Remove the barge restaurant from the Marina at termination or expiration of the lease. Section 10. Repairs and Maintenance to Barge. (A) Lessee must obtain all required permits from the City prior to commencing repairs. (B) For all repairs, Lessee must provide the Marina Superintendent with a written description of the type of maintenance requested and the estimated time frame to start and complete the maintenance requested, at least one week prior to the requested start date. (C) Lessee agrees to provide Marina Superintendent with copy of records regarding maintenance (including regular maintenance) for the barge within one week of maintenance. (D) Lessee may not make any major repairs or perform any major maintenance to the Barge during such times that a City approved special event is open to the public on the Peoples Street T -Head. Section 11. Improvements/Additions/Alterations. (A) Lessee may not make any improvements, additions, or alterations to the Premises, the Marina facilities, the exterior of the barge restaurant, or the Boardwalk without the prior written approval of the Marina Superintendent and the City Manager after the completion of the items as set forth in Exhibit F. Lessee must also obtain clearance, in writing, from the City's Risk Manager as required by this Lease. If approved, any improvements, additions, or alterations made by Lessee to the Premises must comply with all applicable City Codes. (C) Lessee acknowledges and agrees that all improvements, additions, and alterations that may be made to the Premises, including the Boardwalk area, during the term of this Lease become the property of the City upon the earlier termination or expiration of this Lease. Notwithstanding anything contained (B) 7 herein to the contrary, the barge restaurant shall remain the property of the Lessee. (D) Location of proposed pilings is subject to prior approval of City Manager or designee.Pilings must be completed by May 31, 2010. (E) Lessee shall utilize barge restaurant for its restaurant at the Premises. (F) Prior to any construction, Lessee shall contact City Risk Manager to obtain updated insurance requirements for the construction. Lessee must provide evidence of all required insurance prior to construction.Lessee shall complete all Improvements identified in their proposal dated March 12, 2009 in response to RFP BI -0132-09. Pilings must be completed by May 31, 2010. All other improvements in proposal must be completed by December 31, 2010. Section 12. Restaurant Operations. Lessee shall carry out the restaurant operations in a businesslike manner at all times. The hours and days of operation during the term of this Lease must be comparable to those of other restaurants in the City that place emphasis upon lunch and evening meals. Section 13. Hurricane Preparedness. If the City or the surrounding area is threatened by a hurricane or other emergency weather situation, Lessee shall comply with all orders of the Marina Superintendent pursuant to the Hurricane Preparedness Plan, as set out in Exhibit C. Additionally, Lessee agrees to replace any mooring lines connected to the barge restaurant when necessary but in no event more than every two years during the term of this agreement. Section 14. Sanitation. Lessee shall store garbage and trash aboard the barge restaurant or upon the Peoples Street T -Head at a location designated by the Marina Superintendent. All garbage and trash stored in designated areas upon the T -Head must be stored in dumpster-type containers. Such containers must be housed inside a small building, screened or appropriately landscaped, and all at Lessee's expense and as approved by the Marina Superintendent. The garbage container area must be maintained by Lessee. Lessee shall obtain garbage pickup no less than five (5) days per week. Lessee may not store anything outside either the dumpster itself or the dumpster housing. Lessee will construct concrete pad in the operational area apron of the dumpster to reduce damaged to asphalt caused by dumpster service vehicles. Lessee shall relocate its dumpster at Marina Superintendent's direction. During days of special events approved by City which occur at the Peoples Street T -Head, Lessee may be required to alter its daily dumpster pickup, including weekends at the sole discretion of the Marina Superintendent and at Lessee's sole cost. 8 Section 15. Parking. Lessee restaurant customers may park on the stem and head portion of the Peoples Street T -Head, provided, however, that such parking areas may not be utilized by Lessee for the exclusive use of Lessee and its employees and customers. Parking on the Peoples Street T -Head is subject to the City street closure process. For example, during City -approved street closure or special events of Peoples Street T -Head, Lessee (and its employees and customers) may not have access to use of parking areas on the Peoples Street T -Head. Section 15.1 Special Events. (A) Lessee acknowledges that City may authorize special events on the Peoples Street T -Head, such as the Texas International Yacht Show, which may impact vehicular access to the Premises. (B) During days of City -approved special events at Peoples Street T -Head which include street closures on Peoples Street T -Head, vehicular access to Lessee's premises will be restricted to deliveries made at least one hour prior to opening of special event for the day and deliveries made after the special event has closed for the day. (C) Lessee's customers and Lessee's staff access to the Premises during any days of special events approved by the City may be further restricted as follows: (1) Access to Premises when special event is opened to the public: (a) Lessee's customers may be required to pay the price of an admission ticket in order to enter the People's Street T -Head to access the Premises during such special event(s) as approved by the City that allow for the charge of admission for entry to the Peoples Street T - Head. (D) Access to Premises when special event is closed to the public and during special event setup and takedown. (1) During times when a special event is closed to public, and during special event setup and takedown times, Lessee's customers and staff will have access to the Premises only via golf cart shuttle service paid for by Lessee, and only under such terms and conditions approved by the City Manager. Such terms and conditions may include but are not limited to the following: (a) Lessee must indemnify City, the special event organizer and its sponsors for Lessee's operation of shuttle service in accordance with the indemnity provision below. (b) Lessee must obtain the attached insurance for the shuttle service. 9 (c) Lessee shall pay for off duty Corpus Christi police officers to stand guard at restaurant and at each entrance into People's Street T -Head to ensure that Lessee's customers and staff travel via shuttle directly between restaurant and entrances. The off-duty Corpus Christi police officers shall coordinate with the special event security staff. (d) Lessee's customers shall not be allowed to walk through special event site unless the special event is open to public and customer has paid admission ticket. (e) Lessee's staff shall not be allowed to walk through special event site unless the special event is open to public and staff is reporting to work. (f) Marina Superintendent and special event sponsor shall establish hours for operation of golf cart shuttle. Lessee may not operate golf cart shuttle service during times that the special event is opened to the public. (E) Lessee agrees to indemnify and hold harmless the City of the Corpus Christi, anv special event organizer and their sponsors. their officers, agents, representatives, and employees (collectively "Indemnitees") for the operations of shuttle service by Lessee at People's Street T head. Landrv's covenants to fully Indemnify, save, and hold harmless the Indemnitees from and against anv and all claims, demands, actions, damages, losses, costs, liabilities, expenses, and judgments asserted against from any of the Indemnitees on account of injury or damage to persons or property (including, without limitation on the foregoing, premises defects, workers' compensation, and death claims), to the extent any inlurv, damage, or loss may be incident to, arise out of, or be caused by Lessee's operation of a shuttle service so long as reasonable notice Is given Lessee to allow It the opportunity to defend any such claim. Notwithstanding anything contained herein to the contrary, Lessee shall not indemnify and hold harmless any one or more of the Indemnitees to the extent that any injury, damage or loss is caused by the negligent acts, omissions or willful misconduct of anv one of them. Lessee covenants and agrees that, If any of the Indemnitees are made a party to any litigation commenced by any party relating to operation of shuttle service, Lessee shall. upon receipt of reasonable notice regarding commencement of litigation and at Its own expense, Investigate all claims and demands, attend to their settlement or other disposition, defend the Indemnitees in ail actions based thereon with legal counsel satisfactory to the Indemnitees, and pay all charges of attorneys and all other costs and expenses of any kind whatsoever arising from any said claims, demands, actions, damages, losses, costs, liabilities= expenses, or judgments. (g) 10 (F) Lessee agrees to provide City Marina Superintendent with evidence of insurance before operation of golf cart shuttle service. Required insurance is attached as separate Exhibit E. (G) Lessee must ensure that its shuttle service will be operated in safe manner by responsible drivers at all times. If shuttle service is operated in unsafe manner, then Lessee's authority for shuttle service operation is subject to immediate termination by the City of Corpus Christi Marina Superintendent without further notice. (H) Lessor reimbursement for special event(s). When there is a multi -day special event approved by the City which includes street closures of the Peoples Street T -Head which prohibit vehicular access to the Premises, Lessee shall receive a credit of 50% of the monthly Lease Payment due for the month in which the special event commences. The credit is capped at 50% of one month's Lease Payment due for the month in which the special event commenced. Section 16. Sanitary Sewer. (A) Lessee shall operate its sanitary sewer facilities in accordance with the City Code of Ordinances, Section 13-201, as amended, and City Code of Ordinances, Chapter 55, Article XI, Commercial and Industrial Waste Disposal and Pretreatment, as amended. (B) The City warrants sewer service from the lift station only so long as electrical service to the station is not disrupted by storm, accident or other hazards, or catastrophe. Standby power to operate the lift station is not available at the beginning of this Lease nor is it planned by the City. Section 17. inspection. Any officer or authorized employee of the City may enter upon the Premises, including the barge restaurant, at all reasonable times and without notice, to determine whether Lessee is providing maintenance required by this Lease, to inspect the restaurant operations, to enforce this Lease, for purposes of any fire or police action, or for any other purpose incidental to the City's retained rights of and in the Premises. Section 18. Signs and Lighting. (A) Lessee may 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 prior written approval of the City Manager. 11 (B) The City may require Lessee to replace, repaint, or repair any Signs allowed. If Lessee does not remove, repaint, or repair the Signs within 15 business days of the Marina Superintendent's written demand, the City may do or cause the work to be done, and Lessee shall pay the City's costs within 30 days of receipt of Marina Superintendent's invoice. Failure to pay the amount due within 30 days from receipt of an invoice constitutes grounds to terminate this Lease. (C) Lessee may not erect or affix any new or modified lighting fixtures ("Lighting") at, on, or about the Premises, or any part thereof, without the prior written approval of the City Manager. (D) If approved, the new or altered Signs and Lighting must comply with the City's Code of Ordinances and the City's zoning ordinance, as each may be amended. Section 19. Assignment or Sublease. (A) Lessee may not, without the prior written consent of the City's City Council ("City Council"), such consent not to be unreasonably withheld, assign this Lease or sub- lease any portion of the Premises. Any attempted assignment or sublease, without the prior written consent of the City Council may, in the City Manager's sole discretion, render this Lease null and void. (B) In the event of the City Council's consent to an assignment or sublease of this Lease, each provision, term, covenant, obligation, and condition required to be performed by Lessee must be binding upon any assignee or sublessee and is partial consideration for the City Council's consent to the assignment or sublease. Any failure of the assignee or sublessee to strictly comply with each provision, term, covenant, obligation, and condition stated in this Lease may, in the City's Manager's sole discretion, render this Lease null and void. Section 20. Non-discrimination. Lessee covenants and agrees that it shall 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 Premises, on the grounds of race, religion, national origin, gender, 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. Violation by Lessee of this covenant constitutes grounds for the City to immediately terminate this Lease. Section 21. 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 the 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 may not be, nor be construed to be, the employees or agents of the other party for any 12 purpose whatsoever. Lessee shall employ sufficient employees to operate the restaurant business and such employees must be solely in the employ of Lessee. Section 22. Termination and Damages Prior To Expiration. If Lessee causes termination of this Lease prior to expiration, Lessee must pay the City, within 30 days of termination, Liquidated damages in the amount of $34,500 to offset income the City will lose due to early termination of this Lease. The liquidated damages paid by Lessee will provide revenue to the City while the City attempts to find a new restaurant operator or other revenue source. Section 23. Termination upon Default. The City may terminate this Lease if Lessee fails to comply with any provision, term, covenant, obligation, or condition of this Lease and fails or refuses to cure the default within a reasonable time after receiving written notice of the default. Notwithstanding the immediately preceding language, default of Section 20 of this Lease will subject this Lease to immediate termination. Section 24. Removal of Barge and Pilings. Lessee must remove the barge restaurant and the pilings from the Marina no later than day of termination or expiration of this Lease, at Lessee cost and without damage to City property. No extensions will be permitted. Section 25. Indemnification. (A) To the extent allowed by Texas law and in consideration of allowing Lessee to lease 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 claims, demands, actions, damages, losses, costs, liabilities, expenses, and Judgments asserted against the City on account of injury or damage to persons or property (including, without limitation on the foregoing, premises defects, workers' compensation, and death claims), 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) Lessees' performance pursuant to this Lease; (2) Lessees' use of the Premises and any and all activities associated with the Premises; (3) the violation by Lessee, its officers, employees, agents, or representatives or by indemnitees of any law, rule, regulation, ordinance, or government order of any kind pertaining directly or indirectly to this Lease; (4) the (B) 13 exercise of rights under this Lease; or (5) an act, omission, or criminal violation on the part of Lessee 's, its officers, employees, agents, representatives, contractors, patrons, guests, licensees, or invitees entering upon the Premises or Boardwalk area with or without the express or implied invitation of Lessee, or of Indemnitees, pertaining to this Lease, regardless of whether the injury, damage, loss, violation, exercise of rights, act, omission, or criminal violation is caused or is claimed to be caused by the sole, contributing, or concurrent negligence of indemnitees, but not if such damage or injury results from the gross negligence or willful misconduct of the Indemnitees, so long as reasonable notice is given to Lessee to allow it the opportunity to defend any such claim. Lessee covenants and agrees that, if the 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 and at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend the City in all actions based thereon with legal counsel satisfactory to the City Attorney, and pay all charges of attorneys and all other costs and expenses of any kind whatsoever arising from any said claims, demands, actions, damages, losses, costs, liabilities, expenses, or judgments. (C) The provisions of this section survive the earlier termination or expiration of this Lease. Section 26. Insurance. (A) Lessee must provide insurance in the amounts and types of coverages required by the City's Risk Manager or the Risk Manager's designee ("Risk Manager") as delineated in Exhibit D, which is attached to this Lease and incorporated in this Lease by reference. Lessee must provide the City's Marina Superintendent and the Risk Manager with a Certificate of Insurance, stating the levels and types of coverages, at least 30 days prior to the annual anniversary date of the effective date of this Lease. 14 (B) The language on the Certificate of Insurance must provide that the City's Marina Superintendent and the Risk Manager receive at least 30 days advance written notice, by certified mail, of any cancellation, non -renewal, or material change in the insurance policy required in Exhibit D. (C) The Risk Manager retains the right to annually review the limits and types of insurance required by this Lease, to require increased coverage limits and types, if necessary in the interest of public health, safety, or welfare, or to adequately insure the Premises, and to decrease coverage, if so warranted. In the event of any necessary increase, Lessee will receive at least 30 days written notice of the revised re -insurance requirements. Lessee shall procure the revised insurance limits and types within 30 days of receipt of written notice of the revised insurance requirements and provide written proof of insurance to the City's Marina Superintendent and the Risk Manager. (D) Lessee shall, prior to the construction of any improvement, addition, or alteration to, in, on, or about the Premises, obtain prior clearance, in writing, from the Risk Manager that the proposed improvement, 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 11(A) of this Lease. In the event that the Risk Manager determines that the improvement, addition, or alteration necessitates increased insurance coverage, Lessee shall procure such increased insurance coverage within the time specified by the Risk Manager. Section 27. Taxes. (A) Lessee shall pay all taxes, license and permit fees, and other fees required to operate the Premises. Lessee shall also pay all taxes that Lessee use of the Premises causes to be assessed against the Premises, and any Fixed Asset and Personal Property taxes appurtenant to the Premises. Lessee shall pay all taxes prior to the due date. (B) Further, Lessee covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other related taxes according to the United States Internal Revenue Service's Circular E, entitled "Employer Tax Guide", Publication 15, as it may be amended, prior to their respective due dates. Lessee shall provide proof of payment of these taxes within 30 days after payment is due or the Marina Superintendent requests proof of payment. Failure to pay or provide proof of payment is grounds to terminate this Lease. Section 28. Notice. (A) All notices, demands, requests, or replies provided for or permitted by this Lease must be in writing and may be delivered by any one of the following methods: (1) (B) 15 by personal delivery; (2) by deposit with the United States Postal Service as certified mail, return receipt requested, postage prepaid, to the addresses stated below; (3) by prepaid telegram; (4) by deposit with an overnight express delivery service; or (5) by fax transmission. 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. Notice by telegram or overnight express delivery service will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax transmission will be deemed effective upon transmission with proof of delivery. (C) All such communications must be made only to the following: IF TO THE CITY: City of Corpus Christi Attn: Marina Superintendent P.O. Box 9277 Corpus Christi, TX 78469-9277 (361) 826-3983 Office (361) 883-4778 Fax IF TO LESSEE: Landry's Seafood & Steak House -Corpus Christi, Inc. Attn: Steven L. Scheinthal 1 510 West Loop South Houston, Texas 77027 Ph: (713) 850-1010 fax: (713) 386-7070 (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 or fax number change within ten (10) days after the address or number is changed. Section 29. No debts. Lessee shall not incur any debts or obligations on the credit of the City during the term of this Lease and including during any Holdover Period that may occur. Section 30. Modifications. This Lease may be modified by the parties if the parties enter into a separate development agreement for the City's Marina area during the term of this Lease. No other changes or modifications to this Lease may be made nor any provision waived unless made in writing and signed by persons duly authorized to sign agreements on behalf of each party. Section 31. Interpretation; Venue. This Lease is to be interpreted according to the Texas laws which govern the interpretation of contracts. Venue lies in Nueces County, Texas, where this Lease was entered into and will be performed. Section 32. Captions. The headings contained in this Lease are for convenience and reference only and are not intended to define or limit the scope of any provision. 16 Section 33. Publication. Lessee agrees to pay the cost of newspaper publication of this Lease and related ordinance, as required by the City Charter, in the legal section of the local newspaper. Section 34. Waiver. (A) The failure of either party to complain of any act or omission on the part of the other party, no matter how long the same may continue, will not be deemed a waiver by said party of any of its rights under this Lease. The waiver of any covenant or condition or of the breach of any covenant or condition of this Lease by either party at any time, express or implied, may not be taken to constitute a waiver of any subsequent breach of the covenant or condition nor justify or authorize the nonobservance on any other occasion of the same or any other covenant or condition of this Lease. If any action by Lessee requires the consent or approval of the City on one occasion, any consent or approval given on said occasion shall not be deemed a consent or approval of the same or any other action at any other occasion. (B) Any waiver or indulgence of Lessee default of any provision of this Lease shall not be considered an estoppel against the City. It is expressly understood that, if at any time Lessee 's is in default in any of its conditions or covenants of this Lease, the failure on the part of the City to promptly avail itself of said rights and remedies which the City may have shall not be considered a waiver on the part of the City, but the City may at any time avail itself of said rights or remedies or elect to terminate this Lease on account of said default. Any waiver by the parties of a breach of any covenants, terms, obligations, or events of default shall not be construed to be a waiver of any subsequent breach nor shall the failure to require full compliance with this Lease be construed as changing the terms of this Lease or estopping the parties from enforcing the terms of this Lease. Section 35. Force Majeure. No party to this Lease is 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, or riots or interference by civil or military authorities. Such delays or failures to perform extend the period of performance until these exigencies have been removed. Lessee shall inform the City in writing of proof of such force majeure within three (3) business days or otherwise waive this right as a defense. Section 36. Surrender. Lessee acknowledges and understands that the City's agreement to lease the Premises to Lessee is expressly conditioned on the understanding that the Premises, including, but not limited to, the Boardwalk area, 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. 17 Section 37. Enforcement Costs. In the event any legal action or proceeding is undertaken by the City to repossess the Premises, collect the rent payment(s) due pursuant to this Lease, collect for any damages to the Premises, or to, in any other way, enforce the provisions of this Lease, Lessee agrees to pay all court costs and expenses and such sum as a court of competent jurisdiction may adjudge reasonable as attorneys' fees in said action or proceeding or, in the event of an appeal, as allowed by an appellate court, if a judgment is rendered in favor of the City. Section 38. Survival of Terms. Termination or expiration of this Lease for any reason does not release either party from any liabilities or obligations set forth in this Lease that (1) the parties have expressly agreed survive any such termination or expiration, including, but not limited to, Section 25; (b) remain to be performed; or (c) by their nature would be intended to be applicable following any such termination or expiration. Section 39. Acknowledgment and Construction of Ambiguities. The parties expressly acknowledge that they have each independently read and understood this Lease. By Lessee execution of this Lease, Lessee agrees to be bound by the terms, covenants, and conditions contained in this Lease. Furthermore, Lessee acknowledges and understands that this Lease is not binding on the City until properly authorized by the City's City Council and executed by the City Manager. By agreement of the parties, any ambiguities in this Lease are not to be construed against the drafter. Section 40. Severability. (A) If, for any reason, any word, phrase, paragraph, provision, or section of this Lease or the application of such language to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law effective during the term of this Lease or by a final judgment of a court of competent jurisdiction, then the remainder of this Lease, or the application of said language to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected hereby, for it is the definite intent of the parties to this Lease that every word, phrase, paragraph, provision, or section of this Lease be given full force and effect for its purpose. To the extent that any word, phrase, paragraph, provision, or section of this Lease is held illegal, invalid, or unenforceable under present or future law effective during the term of this Lease or by a final judgment of a court of competent jurisdiction and in lieu of each such illegal, invalid, or unenforceable language, a word, phrase, paragraph, provision, or section, as similar in terms to such illegal, invalid, or unenforceable language as may be possible and be legal, valid, and enforceable, will be added to this Lease automatically. Section 41. Coast Guard Status of Permanently Moored Vessel. By May 31, 2010 and every two years thereafter, Lessee must provide evidence of current Coast Guard (B) 18 status as permanently moored vessel, and provide copy of marine survey by certified marine surveyor and provide copy of fire marshal inspection within past year. Section 42. Entire Agreement. This Lease document 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 it is the intention of the parties 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 operations and the Premises to be used in the operations. EXE UTED IN DUPLICATE, each of which shall be considered an original, on this the I day of be_C.t - , 2009. ATTEST: Armando Chapa City Secretary APPROVED AS TO LEGAL FORM: CITY OF CORPUS CHRISTI Ar 6dobar C . Manager I , 2009. LESSEE: By: Name: S'QOtt, •. • s�4.Q;+��kwi Title: u ;a,Q �cvariA Date: �� r 30 ! a c►o� ,e, _ a •, AUTHORIZED tl ot .10 Y11Hy`. a..�4 19 STATE OF TEXAS COUNTY OF NCS This instrument was acknowledged before me on the vitt day of ver 2009, by 9.e M1.L• , OP' of Ld,t ' P 44 +t , on behalf of Notary Public, State of Texas Printed Name Commission expires: VALERIE WIWAMS MY COMMISSION EXPIRES October 14, 2010 20 Incorporated by reference: Exhibit A: Overview of Proposed Restaurant Site Exhibit B: Detailed View of Proposed Restaurant Site Exhibit C: Hurricane Preparedness Exhibit D: Insurance Requirements for Restaurant Operation Exhibit E: INSURANCE REQUIREMENTS FOR OPERATION OF GOLF CART SHUTTLE Exhibit F: IMPROVEMENTS/ADDITIONS/ALTERATIONS Exhibit G: Request for Proposal No: BI -0132-09 Exhibit H: Proposer's Proposal AGENDA MEMORANDUM First Reading for the City Council Meeting of December 16, 2014 Second Reading for the City Council Meeting of January 13, 2015 DATE: November 17, 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: Lawrence Mikolajczyk, Director of Solid Waste Operations lawm@cctexas.com (361) 826-1972 Engineering Construction Contract Cefe Valenzuela Landfill Pavement Life Cycle Replacement Ordinance amending the FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 by transferring $3,936,000 from Public Health & Safety 2014 Certificates of Obligation in Fund 3367 Project #E11061 Cefe Valenzuela Landfill Disposal Cells Interim Cover - Cells 3D, 4A and 4B to the Landfill Pavement / Roadway Life Cycle Replacement Project; authorizing the City Manager, or designee, to execute a construction contract with Haas -Anderson Construction, LTD of Corpus Christi, Texas in the amount of $3,757,566.25 for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project for the base bid; and authorizing the City Manager, or designee, to execute a construction materials testing contract with Tolunay Wong of Corpus Christi, Texas in the amount of $147,075 for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a construction contract with Haas - Anderson Construction, LTD and a construction materials testing agreement with Tolunay-Wong, Inc. for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement. BACKGROUND AND FINDINGS: The Solid Waste Capital Improvement Program budget includes a life cycle replacement project to provide periodic maintenance to the roadways at the City's two landfills due to the deterioration caused by continual heavy truck traffic. Prior to the construction of the Cefe Valenzuela landfill, County Road 20 between FM 2444 and the current landfill entryway was a rural county road with minimal base and unable to support heavy truck traffic. As part of the original landfill construction project, this section of county road received a built up base, added cement and an overlay as an interim measure to facilitate heavy road traffic. Due to the age and wear on this roadway, this project will provide a permanent solution to this section of road along with other necessary road repairs. The proposed construction will include: Reconstruction of the Cefe F. Valenzuela Landfill Access Road, from the Landfill Operations area to County Road 20, a distance of approximately 9,550 feet. The roadway is being widened to provide paved shoulders on both sides of the roadway. The existing asphalt pavement structure shall be recycled, blended with new base material, and treated with cement. Hot mix asphalt concrete shall be constructed over the base material. Reconstruction of County Road 20, from the Cefe F. Valenzuela Landfill Access Road to FM 2444, a distance of approximately 3,450 feet. The roadway is being widened to provide paved shoulders on both sides of the roadway. The existing asphalt pavement structure shall be removed and replaced with new flexible base material, and treated with cement. Hot mix asphalt concrete shall be constructed over the base material. On October 8, 2014, the City received proposals from three (3) bidders and the bidders and their respective bids are as follows: Contractor Base Bid Haas -Anderson Construction, LTD $3,757,566.25 Bay, LTD $4,382,474.50 Salinas Construction Technologies, LTD $6,208,867.51 City staff recommends a construction contract be awarded to Haas -Anderson Construction, LTD of Corpus Christi, Texas in the amount of $3,757,566.25, and a construction materials testing agreement be awarded to Tolunay-Wong, Inc. in the amount of $147,075.00 for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project. ALTERNATIVES: 1. Authorize execution of a construction contract and a construction materials testing agreement. 2. Do not authorize execution of a construction contract nor a construction materials testing agreement. (Not Recommended) OTHER CONSIDERATIONS: The City's consultant, Kleinfelder Central, Inc., conducted a bid analysis of the three (3) proposals submitted to the City. Kleinfelder Central, Inc. determined that the lowest bidder based on the Total Base Bid is Haas -Anderson Construction, LTD of Corpus Christi, Texas. Based on the information submitted, Haas -Anderson Construction, LTD has the experience and resources to complete the project. This construction contract is being awarded at the full value, but City staff and the contractor plan to enter into negotiations to value engineer the contract for the temporary construction roadway. Modifying the truck delivery schedule and the daily construction time will provide opportunities to reduce the need of a temporary access road along County Road 57. CONFORMITY TO CITY POLICY: Conforms to statutes regarding the FY 2014-2015 Capital Improvement Budget. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Solid Waste Department FINANCIAL IMPACT. Fiscal Year 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget $290,029.00 $4,686,000.00 $0.00 $4,976,029.00 Encumbered / Expended Amount 290,029.00 0.00 0.00 290,029.00 This item 0.00 3,904,641.25 0.00 3,904,641.25 Future Anticipated Expenditures This Project 0.00 654,438.22 0.00 654,438.22 BALANCE $0.00 $126,920.53 $0.00 $126,920.53 Fund(s): PH&S 08 Comments: The Nueces County Commissioners Court will be presented with the City's proposal to improve this section of County Road 20 on December 17, 2015. This work is part of an agreement made at the time of the construction of the Cefe Valenzuela landfill. This ordinance will delay the start of the Cefe Valenzuela Landfill Disposal Cells Interim Cover — Cells 3D, 4A and 4B as originally projected in the Fiscal Year 2015 Capital Improvement Program budget. City staff has determined that the Landfill Pavement and Roadway Life Cycle Replacement project has a higher priority and that this contract would provide necessary roadway repairs in a timely and cost efficient manner. RECOMMENDATION: City staff recommends a construction contract be awarded to Haas -Anderson Construction, LTD of Corpus Christi, Texas in the amount of $3,757,566.25 and a Construction Materials Testing Agreement to Tolunay-Wong, Inc. in the amount of $147,075.00 for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement. LIST OF SUPPORTING DOCUMENTS: Ordinance Project Budget Location Map Presentation Ordinance amending the FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 by transferring $3,936,000 from Public Health & Safety 2014 Certificates of Obligation in Fund 3367 Project #E11061 Cefe Valenzuela Landfill Disposal Cells Interim Cover - Cells 3D, 4A and 4B to the Landfill Pavement / Roadway Life Cycle Replacement Project; authorizing the City Manager, or designee, to execute a construction contract with Haas -Anderson Construction, LTD of Corpus Christi, Texas in the amount of $3,757,566.25 for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project for the base bid; and authorizing the City Manager, or designee, to execute a construction materials testing contract with Tolunay Wong of Corpus Christi, Texas in the amount of $147,075 for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 is amended to transfer $3,936,000 from the Cefe Valenzuela Landfill Disposal Cells Interim Cover - Cells 3D, 4A and 4B project in Fund 3367 to the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project. SECTION 2. The City Manager or designee is authorized to execute a construction contract for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project for the Base Bid in the amount of $3,757,566.25 with Haas -Anderson Construction, LTD of Corpus Christi, Texas for construction of necessary roadway repairs. SECTION 3. The City Manager or designee is authorized to execute a construction materials testing contract for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project in the amount of $147,075 with Tolunay Wong of Corpus Christi, Texas for required material testing. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor 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 PROJECT BUDGET CEFE VALENZUELA LANDFILL PAVEMENT/ROADWAY LIFE CYCLE REPLACEMENT Project No. 5232 FUNDS AVAILABLE: Fiscal Year 2015 Capital Improvement Program $ 750,000.00 Prior Fiscal Year Solid Waste Capital Improvement Program Budget 290,029.00 Ordinance Transfer 3,936,000.00 TOTAL 4,976,029.00 FUNDS REQUIRED: Construction Estimate Base Bid (Haas Anderson) 3,757,566.25 Contingencies (10%) 375,756.63 Construction Inspection (estimate) 149,280.87 Enqineerinq Fees: Design (Kleinfelder) 290,029.00 Construction Materials Testing (Tolunay/Wong) 147,075.00 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance) 49,760.28 Engineering Services (Project Mgmt/Constr Mgmt/Land Acq Svcs/Traffic Mgmt) 74,640.44 Misc. (Printing, Advertising, etc.) 5,000.00 TOTAL 4,849,108.47 ESTIMATED PROJECT BALANCE $ 126,920.53 (f6, Corpus Chr sti Capital Programs Cefe Valenzuela Landfill Pavement Life Cycle Replacement Council Presentation December 16, 2014 Project Scope Corpus Chr sti Capital Programs Base Bid includes: • Approx. 3,450 feet of landfill access road improvements • Approx. 9,550 feet of County Road 20 improvements • And improvements to a temporary access road to County Road 57 Project Schedule Corpus Chr sti Capital Programs 2013 2014 2015 Design Sep Oct Nov Dec Bid Construction Project Estimate: 300 Calendar Days 10 Months 3 Project Budget Corpus Chr sti Capital Programs FUNDS AVAILABLE: Fiscal Year 2015 Capital Improvement Program Prior Fiscal Year Solid Waste Capital Improvement Program Budget Ordinance Transfer TOTAL FUNDS REQUIRED: Construction Estimate Base Bid (Haas Anderson) Contingencies (10%) Construction Inspection (estimate) Engineering Fees: Design (Kleinfelder) Construction Materials Testing (Tolunay/Wong)... Reimbursements TOTAL $ 750,000.00 290, 029.00 3, 936, 000.00 4, 976, 029.00 3, 757, 566.25 375, 756.63 149,280.87 290, 029.00 147, 075.00 129,400.72 4,849,108.47 ESTIMATED PROJECT BALANCE $ 126,920.53 AGREEMENT for Construction Materials Testing and Engineering Services This AGREEMENT is between the City of Corpus Christi, Texas, a Texas home -rule municipal corporation ("CITY"), acting through its duly authorized City Manager or designee ("City Engineer"), and TOLUNAY-WONG ENGINEERS, INC., a Texas corporation or partnership ("LAB"), acting through its duly authorized representative who is Don R. Rokohl, Branch Manage, which agree as follows: 1. DECLARATIONS: "CITY" desires to engage "LAB" to provide services in connection with City's project, described as follows: Cefe Valenzuela Landfill Pavement Life Cycle Replacement (Project No. 5232) ("PROJECT"). 2. SCOPE OF WORK: "LAB" shall provide services to the PROJECT in accordance with the accompanying Scope of Services and Fee Schedule attached as "Exhibit A" and the Terms and Conditions to AGREEMENT attached as "Exhibit C". 3. FEE: The "CITY" agrees to pay the "LAB" for services provided in accordance with Exhibit "A", Scope of Services and Fee Schedule under this AGREEMENT, a total fee not to exceed $147,075.00 (One Hundred Forty Seven Thousand Seventy Five Dollars and Zero Cents). Monthly invoices will be submitted in accordance with Exhibit "D". 4. INDEMNIFICATION AND HOLD HARMLESS: The Consultant agrees to indemnify, save harmless and defend the City of Corpus Christi, and its agents, servants, and employees as more fully set forth in Exhibit "B". 5. CITY'S DISCLOSURE OF HAZARDOUS & TOXIC MATERIALS AND CONDITIONS AT THE PROJECT SITE. To the best of the City's knowledge, based upon currently available information, the only hazardous or toxic materials, as defined by the laws and regulations of the Federal government, the state, and city which exist at the PROJECT SITE are as follows: None. CITY OF CORPUS CHRISTI TOLUNAY-WONG ENGINEERS, INC. Natasha Fudge, P.E. (Date) Don R. Rokohl, P.E. Acting Director Branch Manager of Capital Programs 5233 IH -37, Suite B-7 Corpus Christi, TX 78408 (361) 884-5050 Office RECOMMENDED Operating Department (Date) (Date) KIENGINEERING DATAEXCHANGEVWGIEMISOLID WASTE15232 JC ELLIOTTAND CEFE VALENZUELA LANDFILL PAVEMENTAND ROADWAY LIFE CYCLE REPLACEMENTITOLUNAY WONG AGREEMENT.DOC APPROVED Office of Management (Date) and Budget APPROVED AS TO LEGAL FORM Legal Department (Date) ATTEST City Secretary Project No. 5232 Accounting Unit: 3365-033 Account: 550920 Activity: 140329013365EXP Account Category: 50920 Fund Name: Sanitary/Land CIP 2008 Encumbrance No. KIENGINEERING DATAEXCHANGEVWGIEMISOLID WASTE15232 JC ELLIOTTAND CEFE VALENZUELA LANDFILL PAVEMENTAND ROADWAY LIFE CYCLE REPLACEMENTITOLUNAY WONGWGREEMENT.DOC OPTolunay-Wong Engineers, Inc. 5233 iH-37, Suite B-7 Corpus Christi, Texas 78408 Phone: (361) 884-5050 November 6, 2014 City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 (Via e -Mail: GraceG@cctexas.com) Phone: (361) 826-3527 Attn: Ms. Grace M. Gonzalez, P.E. Re: Construction Materials Testing Services For: Cefe F. Valenzuela Landfill Pavement Life Cycle Replacement Nueces County, Texas City of Corpus Christi Project No. 5232 TWEI Proposal No. P14-0048 Ms. Gonzalez: Tolunay-Wong Engineers (TWE) appreciates the opportunity to submit our detailed proposal to provide construction materials testing and inspection services for the above referenced project. The proposed scope of services was based on the anticipated constriction schedule of 300 calendar days and the testing schedule provided in the Addendum No. 1 to the project plans and specifications. We understand that upon acceptance of the proposal, the City of Corpus Christi will issue an Agreement for Construction Materials Engineering Laboratory's Inspection and Materials Testing Services as our authorization for the work. Tolunay-Wong Engineers has established a reputation for excellence in the materials engineering field through a business philosophy based on quality professional services responsive to the needs of our clients. We thank you for the opportunity to serve you with this philosophy and your consideration for this project. Please do not hesitate to contact us, if you have any questions regarding the proposal or if additional information is needed. Respectfully submitted, Tolunay-Wong Engineers, Inc. i� Don R. Rokohl, P.E. Branch Manager drokohl@ tweinc.com DRR/drr EXHIBIT "A" Page 1 of 3 Geotechnical Engineering •Environmental Field and Consulting Services •Construction Materials Testing •Deep Foundations Testing 1 Tolunay-Wong Engineers, Inc. November 6, 2014 Proposal No. P14-0098 INTRODUCTION TWE understands the importance of this project to the City of Corpus Christi and the special needs associated with construction of a project of this type. Of particular importance is for the overall project team to be comprised of experienced professionals working together toward a common objective. This objective is to obtain a quality project, meeting the intent of the project specifications, as well as completion on schedule and within budget. From our Corpus Christi facility located at 826 South Padre Island Drive, we will provide experienced engineering technicians to perform the on-site testing and inspection services. Additionally, we meet the requirements of ASTM E-329 "Standard Practice for Inspection and Testing Agencies for Concrete, Steel and Bituminous Materials Used in Construction" regarding qualifications of the testing laboratory and our Corpus Christi laboratory is accredited by the American Association for Laboratory Accreditation (A2LA). WORK PLAN TWE's approach to providing materials testing services is to assign qualified engineering technicians, directed by Senior Professional Engineers, experienced in their respective disciplines. Our assigned Project Manager will provide communication, service direction, and overall project coordination. It is presumed that the contractor will be encouraged to provide their own formalized quality control program separate and apart from our acceptance inspection/testing program stated herein. We anticipate providing the majority of the required testing services for this particular project on a "part- time" basis. The anticipated services required on this project are as follows: A. In -Place Soil Compaction (nuclear method) B. Hot Mix Asphalt Concrete Inspection/Testing All reports of materials tests and inspection services provided will be issued to appropriate members of the project team. In the event individual reports indicate potential problems or items of non-conformance to the project specifications, you will be contacted as soon as possible. SCOPE OF SERVICES The specific materials monitoring services and laboratory tests anticipated for this project are as follows: A. In -Place Soil Compaction (Nuclear Method) • The technician will obtain samples of soil, borrow material, base materials, and/or cement treated recycled asphalt pavement and deliver them to our laboratory facility for testing. Laboratory testing will include Moisture/Density Relationships, Atterberg Limit determinations, sieve analysis, and wet ball mill evaluation. • The technician will perform in-place compaction testing (nuclear method) at the frequency required by the project specifications to determine the moisture content and degree of compaction. EXHIBIT "A" Page 2 of 3 Geotechnical Engineering •Environmental Field and Consulting Services •Construction Materials Testing •Deep Foundations Testing OpTolunay-Wong Engineers, Inc. November 6, 2014 Proposal No. P14-0098 B. Hot Mix Asphalt Concrete • During lay down of hot mix asphalt concrete, the technician will obtain and record temperature of the mixture and obtain samples for laboratory testing. • After lay down and compaction, the asphalt will be cored to determine and record in-place thickness, % air voids, and laboratory density. The in-place % air voids and in-place theoretical density will be determined from the asphalt cores in the laboratory. • The asphalt samples obtained during lay down will tested in the laboratory for extraction and gradation, laboratory density and stability, and maximum theoretical density (rice method). COST ESTIMATE & GENERAL NOTES In this section of the proposal you will find our cost estimate. Additional services or tests requested and not specifically addressed in this proposal will be invoiced per the standard fees set forth in our 2014 Fee Schedule. Based on the testing schedule provided in the project construction documents (plans) provided to us at this time and the anticipated construction schedule, we have established what we believe is the most realistic cost estimate for this project. Please remember that the units stated are only an estimate. Due to factors beyond our control such as weather, unforeseen conditions, contractor expertise, contractor scheduling, etc., the cost of our services may vary from the estimated amount. We estimate the cost of the construction materials testing for our proposed Scope of Services will be $147,075.00 as detailed in the following section, although all services will be invoiced on a time and materials basis. A minimum 4 -hour labor equivalent charge is applicable for all field testing and inspection services. Overtime rates for field personnel are applicable for all hours worked in excess of 8 hours per day, weekends, and holidays and are assessed at 1.5 times the standard rates. All field hours will be charged portal to portal from our Corpus Christi laboratory. All sample pick-ups will be charged travel time from portal to portal and will include associated vehicle charges. Administrative costs, Engineering consultation and evaluation in connection with field and laboratory testing services will be charged at a rate of approximately one hour for each 20 hours of field work performed. Our prices include copies of our reports distributed through e-mail in accordance with your instructions. Additional copies mailed at $0.50 per page. Direct expenses incurred in connection with the project will be invoiced at cost plus 15% for handling. Travel and lodging expenses for out of town assignments will be invoiced at cost plus 15% or $125.00 per day, whichever is greater. Our terms are net 30 days upon receipt of invoice. Invoices will be submitted on a monthly basis. EXHIBIT "A" Page 3 of 3 Geotechnical Engineering •Environmental Field and Consulting Services •Construction Materials Testing •Deep Foundations Test ng EXHIBIT "B" MANDATORY INSURANCE REQUIREMENTS & INDEMNIFICATION FOR A/E PROFESSIONAL SERVICES/CONSULTANT SERVICES (Revised October 2010) A. Consultant must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. The Consultant must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Consultant must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following minimum coverages by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for all liability policies, 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 or material change required on all certificates Bodily Injury & Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors $1,000,000 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY to included 1. Owned vehicles 2.. Hired — Non -owned vehicles $1,000,000 COMBINED SINGLE LIMIT PROFESSIONAL LIABILITY including: Coverage provided shall cover all employees, officers, directors and agents 1. Errors and Omissions $1,000,000 per claim / $2,000,000 aggregate (Defense costs not included in face value of the policy) If claims made policy, retro date must be prior to inception of agreement; have extended reporting period provisions and identify any limitations regarding who is an Insured WORKERS' COMPENSATION EMPLOYERS' LIABILITY Which Complies with the Texas Workers Compensation Act 500,000/500,000/500,000 EXHIBIT "B" Page 1 of 3 C. In the event of accidents of any kind, Consultant must furnish the Risk Manager with copies of all reports within (10) ten days of accident. D. Consultant 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. E. Consultant's financial integrity is of interest to the City; therefore, subject to Successful Consultant's right to maintain reasonable deductibles in such amounts as are approved by the City, Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant'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 Tess than A -VII. F. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Consultant shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant 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 Fax: (361) 826-4555 G. Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: i. Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation and professional liability polices; ii. 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; iii. Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and iv. 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. EXHIBIT "B" Page 2 of 3 H. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, Successful Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant'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. I. In addition to any other remedies the City may have upon Consultant'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 Consultant to stop work hereunder, and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. J. Nothing herein contained shall be construed as limiting in any way the extent to which Successful Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of the work covered under this agreement. K. It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. L. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. INDEMNIFICATION AND HOLD HARMLESS Consultant shall indemnify, save harmless and defend the City of Corpus Christi, and its agents, servants, and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and attorneys' fees, for or on account of any injury to any person, or any death at any time resulting from such injury, or any damage to any property, which may arise or which may be alleged to have arisen out of or in connection with the negligent performance of Consultant's services covered by this contract. The foregoing indemnity shall apply except if such injury, death or damage is caused by the sole or concurrent negligence of the City of Corpus Christi, its agents, servants, or employees or any other person indemnified hereunder. EXHIBIT "B" Page 3 of 3 TERMS AND CONDITIONS TO AGREEMENT ARTICLE 1. SERVICES: "LAB" will: 1.1 Provide only those services requested by "CITY ENGINEER" that, in the opinion of "LAB", he within the technical or professional areas of expertise of "LAB" and which "LAB" is adequately staffed and equipped to perform. 1.2 Perform technical services under the supervision of a licensed professional engineer and in compliance with the basic requirements of the appropriate standards of the American Society for Testing and Materials, where applicable, and other standards designated in writing by the "CITY ENGINEER." 1.3 Promptly submit formal reports (printed and electronic copies) of tests, inspections and services performed indicating, where applicable, compliance with the PROJECT specifications or other contract documents. Such reports must be complete and factual, citing the tests performed, methods employed, values obtained, and parts of the structure of THE PROJECT area subjected to any testing. 1.4 Utilize testing equipment which has been calibrated according to applicable standards and, upon request, submit to the "CITY ENGINEER", or his authorized representative, documentation of such calibration. Secure representative samples of those materials that the City's Contractor proposes to use which require testing, together with relevant data concerning such materials including the point of origin and supplier. 1.5 Consider reports to be confidential, and distribute reports only to those persons, organizations or agencies specifically designated in writing by the "CITY ENGINEER". 1.6 Retain records relating to services performed for "CITY" for a period of two years following submission of any reports, during which period the records will be made available to the "CITY" at all reasonable times. 1.7 Pay salaries, wages, expenses, social security taxes, federal and state unemployment taxes, and any other similar payroll taxes relating to the services. ARTICLE 2. CITY RESPONSIBILITIES: City Engineer or authorized representative will: 2.1 Provide "LAB" with all plans, specifications, addenda, change orders, approved shop drawings and other information for the proper performance of services by "LAB". 2.2 Issue authorization in writing giving "LAB" free access to THE PROJECT site, and to all shops or yards where materials are prepared or stored. 2.3 Designate in writing those persons or firms which will act as the "CITY's" representative with respect to "LAB'S" services to be performed under this AGREEMENT and which must be promptly notified by "LAB" when it appears that materials tested or inspected are in non- compliance. Only the "CITY ENGINEER" or his designated representative have authority to transmit instructions, receive information and data, interpret and define the CITY's policies and decisions with respect to THE PROJECT. "LAB" acknowledges that certain "CITY" representatives may have different types of authority concerning THE PROJECT. 2.4 Advise "LAB" sufficiently in advance of any operations so as to allow for assignment of personnel by "LAB" for completion of the required services. Such advance notice will be in accordance with that established by mutual agreement of the parties. 2.5 Direct THE PROJECT contractor, either by the Construction Contract or direct written order to: EXHIBIT "C" Page 1 of 3 (a) Stop work at the appropriate times for "LAB" to perform contracted services; (b) Fumish such labor and all facilities needed by "LAB" to obtain and handle samples at THE PROJECT and to facilitate the specified inspection and tests; (c) Provide and maintain for use of "LAB" adequate space at THE PROJECT for safe storage and proper curing of test specimens which must remain on THE PROJECT site prior to, during, and up to 60 days after testing. ARTICLE 3. GENERAL CONDITIONS 3.1 "LAB", by the performance of services covered hereunder, does not in any way assume, abridge or abrogate any of those duties, responsibilities or authorities with regard to THE PROJECT which, by custom or contract, are vested in THE PROJECT architects, design engineers, or any other design agencies or authorities. 3.2 "LAB" is not authorized to supervise, alter, relax, enlarge or release any requirement of THE PROJECT specifications or other contract documents nor to approve or accept any portion of the work. "LAB" does not have the right of rejection or the right to stop the work. "CITY ENGINEER" will direct THE PROJECT contractor to stop work at appropriate times for "LAB" to conduct the sampling, testing, or inspection of operations covered by the AGREEMENT. ARTICLE 4. FIELD MONITORING AND TESTING 4.1 "CITY" and "LAB" agree that "LAB" will be on-site to perform inspections for contracted services. The "CITY" and "LAB" also agree that "LAB" will not assume responsibility for PROJECT Contractor's means, methods, techniques, sequences or procedures of construction, and it is understood that the final services provided by "LAB" will not relieve the PROJECT Contractor of his responsibilities for performing the work in accordance with THE PROJECT plans and specifications. For the purposes of this AGREEMENT, the word "inspection" is used to mean periodic observation of the work and the conducting of tests by "LAB" as specified in the AGREEMENT. Continuous monitoring by "LAB" or its subcontractors does not mean that "LAB" is approving placement of materials. Inspection is not and should not be construed to be a warranty by "LAB" to the "CITY" or any other party. 4.2 Samples collected or tested by "LAB" remain the property of the "CITY" while in the custody of the "LAB". "LAB" will retain the samples for a period of 60 days following the date of submission of any report related to the sample. Following the retention period, "LAB" will dispose of non- hazardous samples, and return hazardous, acutely toxic, or radioactive samples and samples containers and residues to "CITY". "CITY" agrees to accept such samples and samples containers. ARTICLE 5. STANDARD OF CARE AND WARRANTY Services performed by "LAB" will be conducted in a manner consistent with that level of care and skill ordinarily exercised by reputable members of the profession currently practicing under similar conditions in the same locality. No other warranty either expressed or implied is made or intended by the AGREEMENT or any reports. "LAB" will not be responsible for the interpretation or use by others of data developed by "LAB". ARTICLE 6. SAFETY "CITY" and "LAB" agree that, in accordance with the generally accepted construction practice, the PROJECT'S general contractor will be solely and completely responsible for working conditions on THE PROJECT, including safety of all persons and property during the performance of the work, and for compliance with all municipal, state, and federal laws, rules and regulations, including OSHA. The duty of "LAB" in providing services is not, therefore, to include any review of, or responsibility for, the adequacy of the PROJECT'S general contractor's safety measures in, on, or near THE PROJECT site. EXHIBIT "C" Page 2 of 3 ARTICLE 7. INVOICES AND PAYMENT "LAB" will submit progress invoices to "CITY ENGINEER" monthly and final invoice upon completion of services. Each invoice is due and payable by "CITY" within 30 days of receipt and approval to pay by the City Engineer. ARTICLE 8. EXTENT OF AGREEMENT 8.1 This AGREEMENT, including Exhibit "A" and these terms and conditions, represents the entire AGREEMENT between "CITY" and "LAB" and supersedes all prior negotiation, representations or agreements, written or oral. This AGREEMENT may be amended only by a written instrument signed by duly authorized representative of "CITY" and "LAB". If any conflict occurs between these terms and conditions and this AGREEMENT, these terms and conditions are controlling. 8.2 In the event that any one or more of the provisions contained in this AGREEMENT are for any reason held invalid, illegal or unenforceable in any respect, the remaining terms will be in full effect and this AGREEMENT will be construed as if the invalid or unenforceable matters were never included in this AGREEMENT. No waiver of any default will be a waiver of any future default. 8.3 Neither party will assign this AGREEMENT without the express written approval of the other, but "LAB" may subcontract laboratory procedures as "LAB" deems necessary to meet the obligations of this AGREEMENT. EXHIBIT "C" Page 3 of 3 W a 1- z � (, M W N mz-z° mLLI 3 Ili c 0 U Invoice Date: Amount Previous O a) 0 o 0 0 z a O z v a. 0 0 Basic Services: O I` OO I- m c O as c O LC) 03 c C c O O O O 0%I O 0 Ocr. O Ocr. O 4.O in O O O co 1 $15,117 $0 $0 $15,117 $0 $1,000 $1,000 1 20,818 0 0 20,818 1,000 500 1,500 0 1 14,166 0 0 14,166 0 0 0 0 1 $50,101 $0 $0 $50,101 $750 $1,500 $2,500 0 0 o a o 0 0 9,011 0 0 9,011 0 0 0 1 29,090 0 0 29,090 0 0 0 1 1,294 0 0 1,294 0 0 0 0 1 $39,395 $0 $0 $39,395 $0 $0 $0 0 39,395 0 0 39,395 0 0 0 $89,496 $0 $0 $89,496 $750 $1,500 $2,500 COER I— LO c co o O O ❑ ❑ O ER CO CO t ENT". o O o ❑ ❑ a Ea HI- to o o o p p ER mm 0 0 AO Eft o O O ❑ ❑ O d°3 CO CO ER I- I- O 0 0 ❑ ❑ co COEft CO ER I- I- o O 0 ❑ ❑ TS ER CO ~ 03 I- o Ln 69. a) N co .c a ro .=u) _ 5 a a 'Qn U) . cUa o m W Subtotal Basic Services Additional Services: N La co .c CL rn o � )ca u) 06a�So c Ocvo Subtotal Additional Services Basic Services Fees Additional Services Fees Total of Fees EXHIBIT "D" Pagel oft City of Corpus Christi SUPPL.IFIZ N4'\113ER TO BE Atitilc;\ED RY CITY PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112. as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable. answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Tulunay-Wong Engineers, inc. P. O. BOX: STREET ADDRESS: 5233 IH -37, Suite B-7 FIRM IS: 1. Corporation 4. Association CITY: Corpus Christi ZIP: 78408 2. Partnership e 5. Other 3. Sole Owner ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. I. 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.' tifine 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." 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 MI 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 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: Don R. Rokohl, P. E. Title: Branch Manager (Type or Primo Signature of Certifying Person: D- 12 (2 44 Date: 4 3 DEFINITIONS a. "Board member." A member of any board, commission. or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis. but not as an independent contractor. d. "Firm." Any entity operated for economic gain. whether professional, industrial or commercial. and whether established to produce or deal with a product or service, including but not limited to. entities operated in the form of sole proprietorship, as self-employed person, partnership. corporation. joint stock company, joint venture, receivership or trust. and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager. Assistant City Managers. Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi. Texas. f. "Ownership Interest.'' Legal or equitable interest, whether actually or constructively held. in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreernents." "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. g• AGENDA MEMORANDUM First Reading Item for the City Council Meeting of December 16, 2014 Second Reading Item for the City Council Meeting of January 13, 2015 DATE: November 4, 2014 TO: Ronald L. Olson, City Manager FROM: Fred Segundo, Director of Aviation FredS@cctexas.com (361) 289-0171 ext. 1213 Authorize an addendum to five-year lease agreement with Atlantic Aviation for operation of Fixed Base Operator Lease on the west side of the airfield at the Corpus Christi International Airport. CAPTION: Ordinance ratifying the addition of Atlantic Aviation FBO Holdings, LLC (the "Lease Guarantor"), as an original party to the lease between the City and Mercury Air Center — Corpus Christi, Inc., doing business as Atlantic Aviation, and authorizing the City Manager, or designee, to execute Addendum No. 1 to the lease in order to join the Lease Guarantor and to correct, clarify, and add specific provisions to the lease; providing for severance; providing for publication; and providing for an effective date. PURPOSE: On November 19, 2013, the City Council approved a base five-year lease agreement with the West -End Fixed Based Operator (FBO) at Corpus Christi International Airport (CCIA). The addendum revises language in the agreement to reflect similar provisions negotiated with the East -End FBO. Among the revisions is clarification of the effective date and conditions of the property appraisal process. Also language was inserted to detail the bond / letter of credit requirements for the lease. Several administrative and legal form revisions were made to the indemnity clause by changing font size and language. The remaining changes involve compliance with applicable governmental wage and employment laws and City Charter. The Addendum provides consistency between the agreements and does not change the core business terms. The lease has up to four 5 -year extension options subject to commensurate levels of capital improvements. BACKGROUND AND FINDINGS: An FBO is a commercial business granted the right by an airport to operate on airport property and provide aeronautical services to customers. The current West -End FBO, Atlantic Aviation, provides a range of aviation services including the following: • sale of aviation fuel, • aircraft storage, • aircraft repair and maintenance • pilot training • aircraft rental and sightseeing • sale of aircraft parts • aircraft sales and service. Other than fueling of commercial aircraft, these services are primarily directed to General Aviation (GA) aircraft which are usually smaller and privately -owned. The current FBO, Mercury Air Center — Corpus Christi, Inc. dba Atlantic Aviation, assumed operations of the lease from Chaparral Aviation on November 19, 2002. Chaparral Aviation originally initiated FBO operations at CCIA on October, 14, 1979. Chaparral constructed the current hangar complex in exchange for a 30 year agreement. At the end of the lease term, the facilities reverted to the City. The current hangar complex requires maintenance identified as part of the Airport's facility assessment. As part of the new agreement, Atlantic will perform approximately $290,000 of deferred maintenance on the leased premises to be completed no later than 18 months after the effective date of the lease. In addition to required maintenance, the amended agreement requires Atlantic to pay the City rent at fair market value (see detail below). The revised rental rate will result in annual revenue to the City of approximately $202,000 compared with the current annual amount of $53,253. The land rental rate will be subject to adjustment every five (5) years during the Term of the Agreement and any executed Options through an updated fair market appraisal process to be conducted by the City. The fuel flowage fee, which is determined by the City, will remain at $0.0625 per gallon of fuel dispensed. The leased premises included in this agreement will include three (3) hangars and twenty five percent (25%) of the aircraft parking ramp located in front of the facilities. In the event Atlantic needs aircraft ramp parking space greater than the allocated portion, Atlantic will be allowed to utilize available space on the City owned aircraft parking ramp and Atlantic will collect fees for the city -owned aircraft ramp parking and retain 25% and remit the remaining 75% of the collected fees to the City. The fourth hanger historically associated with the west FBO (northernmost hangar) has been excluded from the lease and retained by the City for potential redevelopment. PREMISES RENT Premises Area SF Acreage Rent per Annual Rent SF/YR JETA 24,000 $0.750 $18,000.00 AVGAS WGA -H1 14,000 0.32 $1.500 $21,000.00 WGA -H2 14,000 0.32 $1.500 $21,000.00 WGA -H3 11,500 0.26 $1.650 $18,975.00 WGA-0F1(TERM) 3,105 0.07 $6.000 $18,630.00 WGA -0F2 4,680 0.11 $5.650 $26,442.00 PARKING LOT 44,141 1.01 $0.300 $13,242.30 CONCRETE APRON 116,629 2.68 $0.350 $40,819.98 UNDEVELOPED 40,955 0.94 $0.300 $12,286.50 FUEL FARM PAD 11,246 0.26 $0.350 $ 3,963.10 TOTAL 260,255.50 5.97 $176,331.88 FUEL FARM RENT Description Capacity (Gallons) Rent per Annual Rent GAL/YR JETA 24,000 $0.750 $18,000.00 AVGAS 10,000 $0.750 $7,500.00 UNLEADED 500 $0.750 $375.00 TOTAL 34,500 $25,875.00 The agreement provides that Atlantic may extend the base agreement of 5 year increments for up to an additional four 5 -year options. To execute each 5 year option, Atlantic will be required to make a $1.1 million capital investment for each 5 year option period. Subject to the required capital investment, the agreement could be extended to a maximum of 25 years. ALTERNATIVES: No viable alternatives exist as General Aviation customers would be negatively impacted. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: This project is consistent with the Department of Aviation Business Plan requiring the maintenance of all city owned facilities on airport property and management of all leased property within the airport perimeter. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal Finance 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 $202,207 $808,828 $1,011,035 Encumbered / Expended Amount This item (additional revenue) BALANCE $202,207 $808,828 $1,011,035 Fund(s): Airport Fund - 4610 Comments: None RECOMMENDATION: Staff requests approval of lease addendum as submitted. LIST OF SUPPORTING DOCUMENTS: Ordinance Atlantic Aviation - Lease Addendum No. 1 Page 1 of 2 Ordinance Ratifying the addition of Atlantic Aviation FBO Holdings, LLC (the "Lease Guarantor"), as an original party to the lease between the City and Mercury Air Center — Corpus Christi, Inc., doing business as Atlantic Aviation, and authorizing the City Manager, or designee, to execute Addendum No. 1 to the lease in order to join the Lease Guarantor and to correct, clarify, and add specific provisions to the lease; providing for severance; providing for publication; and providing for an effective date. WHEREAS, by Ordinance No. 14976, passed and approved by the City Council on July 3, 1979, the City of Corpus Christi approved, subject to certain conditions, an assignment of a hangar and fixed base operator's lease to Chaparral Aviation, Inc., effective October 14, 1979, for the operation of a commercial hangar and fixed base aviation operation at Corpus Christi International Airport (the "Airport"); WHEREAS, through a series of subsequent authorized lease assignments, amendments, and name changes, the above -referenced lease is now the Amended and Restated Hangar and Fixed Base Operator's Lease ("Lease") held by Mercury Air Center — Corpus Christi, Inc., doing business as Atlantic Aviation, which Lease was approved by Ordinance No. 030016, on November 19, 2013; and WHEREAS, the parties desire to add the Lease Guarantor as a party to the Lease as if originally made a party to the instrument and to amend the Lease in order the correct, clarify, and add specific provisions for the benefit of the parties. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council ratifies the addition of Atlantic Aviation FBO Holdings, LLC (formerly, Macquarie FBO Holdings, LLC) (the "Lease Guarantor") as a party to the Amended and Restated Hangar and Fixed Base Operator's Lease ("Lease") executed between Mercury Air Center — Corpus Christi, Inc., doing business as Atlantic Aviation, as if the Lease Guarantor had originally been joined as a party to the Lease approved on November 19, 2013, Ordinance No. 030016. Section 2. The City Manager, or his designee, is authorized to execute Addendum No. 1 to the Lease in order to join the Lease Guarantor and to correct, clarify, and add specific provisions to the Lease, as such corrections, clarifications, and additions are shown in Addendum No. 1, a copy of which is attached to and incorporated by reference in this ordinance as Exhibit "A" and placed on file with the City Secretary's Office. Section 3. If for any reason any section, paragraph, subdivision, clause, phrase, or word of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, or word of this ordinance, for it is the definite intent of this City Council Ordinance - Atlantic Lease Addendum No. 1 Page 2 of 2 that every section, paragraph, subdivision, clause, phrase, or word of this ordinance be given full force and effect for its purpose. Section 4. The City Secretary is directed to have this ordinance published in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. Section 5. Following publication, this ordinance is effective upon the 61st day following final approval by the City Council. 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 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 Ordinance - Atlantic Lease Addendum No. 1 Nelda Martinez Mayor EXHIBIT A ADDENDUM NO. 1 TO THE AMENDED AND RESTATED HANGAR AND FIXED BASE OPERATOR'S LEASE BETWEEN THE CITY OF CORPUS CHRISTI AND ATLANTIC AVIATION STATE OF TEXAS § COUNTY OF NUECES § WHEREAS, the City of Corpus Christi ("Lessor" or "City") and Mercury Air Center Corpus Christi, Inc., dba Atlantic Aviation ("Lessee") entered into an Amended and Restated Hangar and Fixed Base Operator's Lease ("Lease"), approved by Ordinance No. 030016, on November 19, 2013; and WHEREAS, the parties mutually desire to modify the terms and conditions of the Lease through execution of an addendum to the Lease ("Addendum No. 1") in order to. correct, clarify, and add specific provisions to the Lease for the benefit of the parties. 1. Atlantic Aviation FBO Holdings, LLC (formerly, Macquarie FBO Holdings, LLC) (herein, "Atlantic"), a Delaware corporation legally authorized to transact business in Texas, acting as lease guarantor for Lessee pursuant to an assignment and assumption of guaranty agreement executed September 13, 2007, is added as a party to the Lease, such addition to be retroactively effective as of the approval date of the Lease, which was November 19, 2013. Atlantic, pursuant to a stock purchase agreement between Atlantic and Lessee dated April 16, 2007, acquired all of the outstanding and issued capital stock of Lessee and assumed all lease guarantees, in existence and continuing, of Lessee. By execution of this Addendum No. 1, Atlantic ratifies all terms and conditions of the Lease and continues the assumption of all lease guarantees pursuant to the assignment and assumption of guaranty agreement dated September 13, 2007. 2. For purposes of the notice provisions under the Lease, the initial address of Atlantic is added to the Lease as follows: Atlantic Aviation FBO Holdings, LLC, 6652 Pinecrest Drive, Suite 300, Plano, Texas, 75024. 3. For purposes of this Addendum No. 1, the parties acknowledge and agree that the specific language included in this document modifies the terms and conditions of the Lease as necessary and desired to effectuate the purposes and plans of the parties. 4. Article 3, section 3.01, first and second paragraphs of the Lease are deleted and replaced with language to read as follows: Page 1 of 10 EXHIBIT A "3.01 Lessee agrees to pay Lessor the rental as indicated on the tables (entitled "Premises Rent" and "Fuel Farm Rent") below, monthly in advance (without notice or demand, both of which are expressly waived) for the use and occupancy of the Leased Premises, at the times and in the manner hereinafter provided. During the Term, any change in rent will be based on an Appraisal by a third party appraiser, pursuant to the Appraisal process defined herein and described in section 3.03 herein. Initial values will be determined by the amount set by the appraisal done by Aviation Management Consulting Group, dated November 18, 2011, identified in EXHIBIT 2, attached hereto and incorporated into this Lease. "All rentals shall be calculated based on the Appraisal and shall be paid by Lessee to Lessor in advance without invoicing, notice or demand, in equal monthly installments on or before the first day of each calendar month beginning on the Commencement Date and continuing throughout the remainder of the term of this Lease and any extension(s) hereof. In the event that the term of this Lease shall commence on the day other than the first day of any calendar month or expire on a day other than the last day of a calendar month, then, and in such event, the rent will be prorated for the first or last month as the case may be." 5. Article 3, section 3.01 table, first line of the table in the Lease is deleted and replaced with language to read as follows: "From Commencement Date through January 19, 2019:" 6. Article 3, section 3.03, subsections (a) and (b) of the Lease are deleted and replaced with language to read as follows: "(a) At the City's sole expense, the Appraisal shall be updated by the City approximately every five (5) years after the date of the previous Appraisal, to arrive at an updated property rental valuation that will be utilized to set rental rates for any subsequent five (5) year period, irrespective of whether or not one or more Options are exercised by Lessee. Following the Commencement Date of this Lease, any increase(s) will (i) be based on the most current Appraisal, (ii) be implemented on a continuing five-year cycle, utilizing the 2011 Appraisal as the base date for the five-year cycle, and (iii) take effect upon the date next following 30 -days advance notice, as set out in this paragraph. Such continuing five-year cycle is unaffected by, the exercise of an Option or by any number of Options that may be exercised by Lessee at any one time. The City shall provide Lessee with not Tess than 30 days advance written notice of the amount of the increase(s) and the date the rental rate increase(s) will take effect. "(b) The appraiser shall be a qualified and impartial member of the Appraisal Institute or a person with equivalent credentials, experienced in airport property appraisals." Page 2 of 10 EXHIBIT A 7. Article 5, section 5.01 of the Lease is deleted and replaced with language to read as follows: "The initial term of this Lease shall be five (5) years ("Initial Term") that shall commence on the sixty-first (61s1) day following passage of an Ordinance by the City Council of Corpus Christi approving this Lease ("Commencement Date") and shall terminate at midnight of the last day of the 5 -year term unless earlier terminated in accordance with this Lease or extended for additional periods as provided in section 5.02 below. Together the Initial Term and any extension shall collectively be referred to as the Term of this Lease." 8. Article 5, section 5.02, first paragraph, next to last sentence of this first sectional paragraph of the Lease is deleted and replaced with language to read as follows: "Upon satisfaction of the foregoing three conditions, the Term of this Agreement shall be extended by amendment to be promptly issued by the City and countersigned by the Lessee. Failure to meet any of the three conditions stated herein will invalidate the Option." 9. Article 5, section 5.02, third paragraph of the Lease is deleted and replaced with language to read as follows: "Subject to the requirements set forth in Article 13 herein, Lessee will submit the above -referenced Capital Improvement Plan to the Aviation Director before the end of the thirtieth (30th) month after the Commencement Date of the Initial Term (or current Option period, in the case of exercise of the first, second or third Option). The Aviation Director shall have thirty (30) calendar days after receipt of the Capital Improvement Plan, to approve or to object in writing to any matter referenced within. if the Aviation Director objects within such 30 -day period in writing to any matter contained within such Plan (including its budget), the Aviation Director and Lessee agree to work together in good faith to resolve any such objections to the reasonable satisfaction of both parties. Subject to the approval by the Aviation Director of the Capital Improvement Plan, Commencement of Construction of such Capital Improvements shall begin no later than the end of the sixth (6th) month of the fourth (4th) year after the Commencement Date of the Initial Term (or current Option period, in the case of exercise of the first, second or third Option). "Commencement of Construction" means (i) to commence the work of constructing the Capital Improvements or features with all approvals thereof required by applicable governmental authorities obtained as necessary; (ii) a notice to proceed has been issued to the contractor; and (iii) onsite construction of the site development components (such as drainage, extensive grading or utilities) is underway and being pursued." 10. Article 5, section 5.02, fourth paragraph of the Lease is deleted and replaced with language to read as follows: "As security for full and faithful Completion of such Capital Improvements required for each Option, before the end of the thirtieth (30th) month after the Commencement Date of the Term (or current Option period, in the case of Page 3of10 EXHIBIT A exercise of the first, second or third Option), Lessee must furnish to the Aviation Director a performance bond or irrevocable standby letter of credit in the face amount of the agreed upon budget for the Capital Improvement Plan referenced above but in no event less than One Million One Hundred Thousand dollars ($1,100,000), issued by a surety company or bank authorized and licensed to transact business in the State of Texas, with the City of Corpus Christi Aviation Department as obligee, or beneficiary, respectively, and, if a bond, not subject to reduction or cancellation except after thirty (30) days' written notice by certified mail, return receipt requested, to the Aviation Director. Said performance bond or irrevocable standby letter of credit shall be kept in force until Completion of the above -referenced Capital Improvement. "Completion" means issuances of Certificates of Occupancy for the Capital Improvement(s) have been issued or a determination by an engineering or architectural firm that the Capital Improvement Plan is substantially complete and Lessee may safely use and occupy the improvements." 11. Article 5, section 5.02 of the Lease is modified by the insertion of a new fifth paragraph to read as follows: "A bond or irrevocable letter of credit, as described above, must be valid for six (6) months or more and require, as documentation for payment, a statement in writing from the Aviation Director, and such other documentation as may reasonably be required by the surety or bank, setting forth (1) the circumstances giving rise to the call on the bond or giving rise to the draft on a letter of credit or (11) a statement of the failure to furnish proof of renewal or replacement of the bond or letter of credit, as applicable, no Tess than thirty (30) days prior to the expiration of the then current bond or letter of credit and, if a letter of credit was posted, accompanied by a properly drawn draft in an amount not to exceed the face value of the letter of credit." 12. Article 6, section 6.01 of the Lease is deleted and replaced with language to read as follows in bold print and set off in a larger font size: "Lessee shall indemnify, hold harmless and defend the City, its officers, officials, employees, and agents ("Indemnitees") from and against any and all liability, Toss, damages, claims, demands, causes of action, and judgments of any nature on account of personal injuries, property Toss, or damage (including, without limitation to the foregoing, workers' compensation and death claims) which arise out of or in connection with this Lease Agreement or the performance of this Lease Agreement, regardless of whether the injuries, death, loss, or damage are caused by or are claimed to be caused by the concurrent or contributory negligence of Indemnitees, but not by the sole negligence of Indemnitees unmixed with the fault of any other person. Lessee must, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend all actions based thereon with, to the extent permitted by insurance Page 4of10 EXHIBIT A coverage maintained by the Lessee under this Lease Agreement, counsel reasonably satisfactory to Indemnitees, and pay all charges of attorneys and all other costs and expenses of any kind arising ---------------- from -any -liability, -loss, damages, claims,-demands,-or..actions.—Ther ----- indemnification obligations of Lessee under this section shall survive the expiration or earlier termination of this Lease Agreement." 13. Article 6, section 6.02 of the Lease is deleted and replaced with language to read as follows: "Intentionally left blank." 14. Article 7, section 7.02, subsection (b) of the Lease is deleted and replaced with language to read as follows: "Property insurance coverage on an "All Risk of Physical Loss" form for 100% of the replacement value of all improvements constructed by or for Lessee on the Leased Premises. Coverage shall include, but not be limited to, fire, wind, hail, theft, vandalism, and malicious mischief. The coverage shall be written on a replacement cost basis. The proceeds from such insurance shall be used to restore the improvements to their original condition in the event of a covered Toss. Lessee is responsible for insuring their own interests. City must be included as an additional insured on all property insurance policies. Lessee is responsible for deductibles for any loss." 15. Article 7, section 7.02, subsection (c)(i)(2) of the Lease is deleted and replaced with language to read as follows: "(2) Thirty (30) day written notice of cancellation or material change in favor of the City of Corpus Christi." 16. Article 7, section 7.02, second subsection (c) of the Lease is deleted and replaced with a corrected subsection "(d)" designation and language to read as follows: "(d) Environmental impairment liability to include remediation and spill/leakage clean-up with minimum limits of $2,000,000 each incident / $2,000,000 policy aggregate limit issued on a claims made policy with extended reporting coverage of 24 months post -lease termination/expiration. By offer of Lessee and specific acceptance by City, Lessee shall provide the 24 months post -lease termination/expiration coverage of environmental impairment liability insurance by renewal of the policy in effect during the Term, with proof of renewal provided to the City's Risk Manager and Aviation Director upon each successive renewal for a period of 24 months following the termination or earlier expiration of the Lease. This provision, providing for extended environmental coverage post - lease, survives the termination or earlier expiration of this Lease." 17. Article 7, section 7.04, first line of the Lease is deleted and replaced with language to read as follows: Page 5 of 10 EXHIBIT A "7.04 Motor Vehicle Requirements. For Lessee's vehicles operated on the Lease Premises and in the AOA the following conditions apply:" 18. Article %_section 7.04, subsection CO of the Lease is deleted and replaced with language to read as follows: "(c) Thirty (30) day written notice of cancellation or material change in favor of the City of Corpus Christi." 19. Article 8, section 8.01 of the Lease is modified by inserting additional language at the end of the existing paragraph to read as follows: "An irrevocable letter of credit, as described above, must be valid for six (6) months or more and require, as documentation for payment, a statement in writing from the Aviation Director, and such other documentation as may reasonably be required by the surety or bank, setting forth (1) the circumstances of a valid declaration of default giving rise to the call on the Tetter of credit or (ii) a statement of the failure to furnish proof of renewal or replacement of the leiter of credit no less than thirty (30) days prior to the expiration of the then current letter of credit, and accompanied by a properly drawn draft in an amount not to exceed the face value of the letter of credit." 20. Article 13, section 13.02 of the Lease is modified by changing the time period stated in this section from "thirty (30) business days" to read "thirty (30) calendar days". 21. Article 14, section 14.02 of the Lease is deleted and replaced with language to read as follows: "Intentionally left blank." 22. Article 17, section 17.05, first paragraph of the Lease is deleted and replaced with language to read as follows in bold print and set off in a larger font size: "Lessee agrees to defend, indemnify and hold harmless Lessor, its elected and appointed officials, officers, agents and employees, from and against any and all reasonable losses, claims, liability, damages, injunctive relief, injuries to person, property or natural resources, costs, expenses, enforcement actions, actions or causes of action, fines and penalties, arising as a result of action or inaction of Lessee, its officers, employees, sublessees, guests, invitees, agents or contractors, in connection with the release, threatened release or presence of any hazardous material, contaminants, or toxic chemicals at, on, under, over or upon the Leased Premises or Airport, whether or not foreseeable. The foregoing indemnity includes, without limitation, all reasonable costs at law or in equity for removal, clean-up, remediation and disposal required to bring the Leased Premises or Airport to be in compliance with, all applicable environmental laws and regulations and all reasonable costs associated with claims for damages to persons, property or natural Page 6 of 10 EXHIBIT A resources arising out of Lessee's use and occupancy of the Leased Premises or its operations at the Airport. In the event that Lessor is named in any enforcement action or lawsuit by any party in -connection with the environmental -condition -of the -Leased -Premises - caused by the action or inaction of the Lessee, its officers, employees, sublessees, guests, invitees, agents or contractors, Lessee shall defend Lessor and indemnify and hold harmless Lessor from any reasonable costs, damages, fines and penalties resulting therefrom." 21. Article 22, section 22.02 of the Lease is deleted and replaced with language to read as follows: "Lessor shall have the right to recapture any or all of the Leased Premises to the extent that such are necessary for the City's development, improvement, and or maintenance of the Airport's runways and taxiways; for protection or enhancement of flight operations; or for other development in compliance with any current or future Airport Master Plan and Airport layout plan. In the event of any such recapture, Lessee and Lessor shall execute an amendment reflecting a corresponding adjustment to the Leased Premises and rent, according to the then applicable rental rates. In the event Lessee has made an investment in accordance with an approved Capital Improvement Plan during the Initial Term of this Agreement or any extension thereof and a portion or all of the Leased Premises are recaptured, the total Direct Construction Costs for the approved Capital Improvement Plan associated with said Option shall be amortized on a straight line basis over the term of that Option and a payment issued by the City to the Lessee for the unamortized amount of the Direct Construction Costs for the approved Capital Improvement Plan for the remaining balance of that Option term, with payment to be made within sixty (60) days of such amendment." 22. Article 23, section 23.03 of the Lease is deleted and replaced with language to read as follows in bold print and set off in a larger font size: "Lessee shall indemnify and hold harmless Lessor, its officers,, officials, employees, and agents from any charges, fines or penalties that may be assessed or levied by any department or agency of the United States or State of Texas, by reason of Lessee's failure to comply with any applicable security provision or requirement for compliance set forth herein. Lessee is responsible for payment of all such fines and penalties." 23. Article 24, section 24.01, subpart (j) of the Lease is deleted and replaced with language to read as follows: "If Lessee sells, transfers or assigns this Lease to or is sold, transferred or assigned a lease from any entity or organization that has an interest in any other FBO operating at the Airport." Page 7of10 EXHIBIT A 24. Article 25 of the Lease is deleted and replaced with language to read as follows: "itis agreed and understood that any holding over, by Lessee or sub lessee, with Lessor's written consent, at sole discretion of Lessor, after the termination of this Lease, shall not renew and extend same, but shall operate and be construed as a tenancy from month-to-month, not to exceed six (6) months, upon all the terms and conditions set forth herein, except that rental shall be paid to Lessor by Lessee for all buildings on the Leased Premises at one hundred twenty-five percent (125%) of the then current rents, fees and charges in effect as of the end of the Initial Term of this Lease or the ground rental rate established through appraisal, whichever is greater. Lessee shall be liable to Lessor for all loss or damage resulting from such holding over against Lessor's will after the termination of this Lease, whether such loss or damage may be contemplated at this time or not. It is expressly agreed that acceptance of the foregoing rental by Lessor, in the event that Lessee fails or refuses to surrender possession, shall not operate to give Lessee any right to remain in possession beyond the period for which such amount has been paid nor shall it constitute a waiver by Lessor of its right to immediate possession thereafter." 25. Article 28 of the Lease is deleted and replaced with language to read as follows: "Lessee agrees to comply promptly with all applicable laws, ordinances, orders and regulations affecting the Leased Premises, including, but not limited to, those related to its cleanliness, safety, operation, security, environmental, use and business operations. Lessee shall comply with all Federal, State and local regulations concerning its operation on the Airport and shall indemnify and hold harmless Lessor, its officers and employees, from any charges, fines or penalties that may be assessed or levied by any department or agency of the United States, the State of Texas, or any other governmental agencies, or their successor agencies, with jurisdiction over the Airport by reason of Lessee's failure to comply with the terms of this Article or with any other terms set forth in this Lease." 26. Article 30, subsection 30.02 of the Lease is deleted and replaced with language to read as follows: "30.02 Lessee for itself, its successors and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the Lease, that in the event facilities are constructed, maintained or otherwise operated on the Leased Premises, for a purpose for which a DOT program or activity is extended or for another purpose involving the provision of similar services or benefits, Lessee shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CFR pt 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended." Page 8 of 10 EXHIBIT A 27. Article 30, subsection 30.03 of the Lease is deleted and replaced with language to read as follows: "30.03 Lessee for itself, its successors and assigns,as a part ofthe consideration hereof, does hereby covenant and agree, as a covenant running with the Lease, that: (a) no person, on the grounds of race, color, creed, sex, age, religion, national origin or handicap, shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, in the use of said facilities; (b) that in the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color, creed, sex, age, religion, national origin or handicap shall be excluded from participation, denied the benefits of, or otherwise be subjected to discrimination; and (c) that Lessee shall use the Leased Premises in compliance with all other requirements imposed by or pursuant to 49 CFR pt 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended." 28. Article 31 of the Lease is deleted and replaced with language to read as follows: Lessee shall comply with all federal, state and local wage and employment laws, ordinances, rules and regulations. AH employees must be legally employable in the United States. 29. Article 33 of the Lease is deleted and replaced with language to read as follows: Excluding an action to enforce the indemnification provisions of this Lease Agreement, in the event that Lessor or Lessee brings an action under this Lease to enforce this Lease, each party shall be responsible for their own attorneys' fees incurred in the defense or prosecution thereof. 30. Article 39 of the Lease is deleted and replaced with language to read as follows: "Lessee warrants and certifies, and this contract is made in reliance thereon, that it, its officers, employees and agents are neither officers nor employees of the City. Lessee further warrants and certifies that is has tendered to the City a true and correct Disclosure Statement in compliance with Section 2-349 of the City's Ethics Code." 31. Article 40, section 40.11 of the Lease is deleted and replaced with language to read as follows: "40.11 Authority of the Aviation Director. The Aviation Director shall administer this Lease on behalf of Lessor. Whenever this Lease calls for approval by Lessor, such approval shall be evidenced, in writing, by either the Aviation Director or the City Manager of the City of Corpus Christi or his designee, in accordance with the requirements of the City Charter. In no event shall this language be considered a waiver by Lessee to object to decisions by the Aviation Page 9 of 10 EXHIBIT A Director which it considers to be arbitrary, capricious or inconsistent with any express obligations to act reasonably set forth herein." 32. Atlantic Aviation FBO Holdings, LLC ("Atlantic"), by its execution of this Addendum No. 1 to the Lease, ratifies all terms and conditions of the Lease, such ratification made retroactively effective as of November 19, 2013, the date of original approval of the Lease by the City Council of the City of Corpus Christi and, Atlantic acknowledges and agrees that Atlantic continues to provide the lease guarantees under this Lease as if joined on the date of initial execution of the Lease by Lessee. 33. The parties agree that all other terms and conditions of the Lease not changed by execution of this Addendum No. 1 to the Lease remain in full force and effect. Executed in triplicate originals: ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Date: Approved as to legal 4110 Ad .41 is 10 Elizab-Hundley Assis City Attorney for the City Attorney 10 ,2014 Ronald L. Olson, City Manager Date: LESSEE: Mercury Air Center—Corpus Christi, Inc., doing business as Atlantic Aviation Louis Pepper, ; 'ief Executive Officer Date: c q.•14 LEASE GUARANTOR: Atlantic Aviation FBO Holdings, LLC Louis Pepper, `,r ident Date: .9 • id Page 10 of 10 AGENDA MEMORANDUM First Reading Item for the City Council Meeting of December 16, 2014 Second Reading Item for the City Council Meeting of January 13, 2015 DATE: TO: FROM: November 4, 2014 Ronald L. Olson, City Manager Fred Segundo, Director of Aviation FredS@cctexas.com (361) 289-0171 ext. 1213 Authorize a five—year base term lease agreement with Signature Flight Support Corporation for operation of Fixed Base Operator Lease on the east side of the airfield at Corpus Christi International Airport. CAPTION: Ordinance authorizing the City Manager, or designee, to execute an Amended and Restated Hangar and Fixed Base Operator's Lease with Signature Flight Support Corporation for the operation of a commercial hangar and fixed base aviation operation on the east side of the airfield at the Corpus Christi International Airport, in consideration of an annual rental fee at fair market value based on the current professional property and land appraisal, for a new term of five (5) years; providing for severance; providing for publication; and providing for an effective date. PURPOSE: The East -End Fixed Based Operator (FBO) lease agreement at Corpus Christi International Airport (CCIA) is currently on a month-to-month basis. City Staff and Signature representatives have negotiated new terms and conditions for a five-year base lease. The new lease has up to four 5 -year extension options subject to commensurate levels of capital improvements. BACKGROUND AND FINDINGS: An FBO is a commercial business granted the right by an airport to operate on airport property and provide aeronautical services to customers. The current East -End FBO, Signature Flight Support Corporation, provides a range of aviation services including the following: • sale of aviation fuel, • aircraft storage, • aircraft repair and maintenance • pilot training • aircraft rental and sightseeing • sale of aircraft parts • aircraft sales and service. Other than fueling of commercial aircraft, these services are primarily directed to General Aviation (GA) aircraft which are usually smaller and privately -owned. The current FBO, Signature Flight Support Corporation, assumed operations of the lease from Van Dusen Air Services Company on October 31, 1990. At that time, Signature was operating under the Page Avjet Corporation name. Van Dusen Air assumed the lease from Gault Aviation. Gault initiated FBO operations at CCIA on July 14, 1960 and constructed the current hangar complex in exchange for a 30 year agreement. At the end of the lease term, the facilities reverted to the City. The current hangar complex requires maintenance identified as part of the Airport's facility assessment. As part of the new agreement, Signature will perform approximately $300,000 of deferred maintenance on the leased premises to be completed no later than 18 months after the effective date of the lease. In addition to required maintenance, the amended agreement requires Signature to pay the City rent at fair market value (see detail below). The revised rental rate will result in annual revenue to the City of approximately $269,334 compared with the current annual amount of $53,541. The land rental rate will be subject to adjustment every five (5) years during the Term of the Agreement and any executed Options through an updated fair market appraisal process to be conducted by the City. The fuel flowage fee, which is determined by the City, will remain at $0.0625 per gallon of fuel delivered to be dispensed. The leased premises included in this agreement will include two (2) hangars and twenty five percent (25%) of the aircraft parking ramp located in front of the facilities. In the event Signature needs aircraft ramp parking space greater than the allocated portion, Signature will be allowed to utilize available space on the City owned aircraft parking ramp and Signature will collect fees for the city -owned aircraft ramp parking and retain 25% and remit the remaining 75% of the collected fees to the City. The third hanger historically associated with the east FBO (southernmost hangar) has been excluded from the lease and retained by the City for potential redevelopment. PREMISES RENT Premises Area SF Acreage Rent per sf/yr Annual Rental Monthly Rental JETA 36,000 $0.750 $27,000 AVGAS Hangar 2 15,000 0.34 $1.50 $ 22,500.00 $ 1,875.00 Hangar 3 30,800 0.71 $1.65 $ 50,820.00 $ 4,235.00 Office 3 5,770 0.13 $5.65 $ 32,600.50 $ 2,716.71 Office 4 5,032 0.11 $5.65 $ 28,430.80 $ 2,369.23 Office 5 7,464 0.086 $5.65 $ 42,171.60 $ 3,514.30 Terminal 4,900 0.11 $6.00 $ 29,400.00 $ 2,450.00 Parking Lot 51,602 1.18 $0.30 $ 15,480.60 $ 1,290.05 Apron 62,000 1.42 $0.325 $ 20,150.00 $ 1,679.17 Undeveloped 22,944 0.53 $0.30 $ 6,883.20 $ 573.60 Fuel Farm Pad 4,776 0.11 $0.30 $ 1,432.80 $ 119.40 TOTAL 210,288 4.81 $249,869.50 $20,822.46 FUEL FARM RENT Description Capacity (Gallons) Rent per Annual Rent GAL/YR JETA 36,000 $0.750 $27,000 AVGAS 12,000 $0.750 $9,000 UNLEADED 2,000 $0.750 $1,500 DIESEL 2,000 $0.750 $1,500 TOTAL 52,000 $0.750 $39,000 The agreement provides that Signature may extend the base agreement of 5 year increments for up to an additional four 5 -year options. To execute each 5 year option, Signature will be required to make a $1.1 million capital investment for each 5 year option period. The options are conditional and must be submitted for review and approval by the City. Subject to the required capital investment, the agreement could be extended to a maximum of 25 years. All options will be submitted to Council for consideration and approval. ALTERNATIVES: Issue a Request for Qualifications for FBO services although there are no assurances that viable operators will respond. In the interim, services to GA customers could be negatively impacted. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: This project is consistent with the Department of Aviation Business Plan requiring the maintenance of all city owned facilities on airport property and management of all leased property within the airport perimeter. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal Finance 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 $247,663 $990,652 $1,238,285 Encumbered / Expended Amount This item (additional revenue) BALANCE $247,633 $990,652 $1,238,285 Fund(s): Airport Fund - 4610 Comments: None RECOMMENDATION: Staff requests approval of lease agreement as submitted. LIST OF SUPPORTING DOCUMENTS: Ordinance Signature - Lease Agreement Signature - Lease Agreement Exhibits Ordinance Authorizing the City Manager, or designee, to execute an Amended and Restated Hangar and Fixed Base Operator's Lease with Signature Flight Support Corporation for the operation of a commercial hangar and fixed base aviation operation on the east side of the airfield at the Corpus Christi International Airport, in consideration of an annual rental fee at fair market value based on the current professional property and land appraisal, for a new term of five (5) years; providing for severance; providing for publication; and providing for an effective date. WHEREAS, by Ordinance No. 5456, passed and approved by the City Council on August 29, 1959, the City of Corpus Christi approved, subject to certain conditions, an assignment of a hangar and fixed base operator's lease to Gault Aviation, Inc., effective July 14, 1960, for the operation of a commercial hangar and fixed base aviation operation at Corpus Christi International Airport (the "Airport"); WHEREAS, through a series of subsequent authorized lease assignments, amendments, and name changes, the above -referenced lease is now held by Signature Flight Support Corporation ("Signature") as the current tenant of the Airport; WHEREAS, the City wishes to restate and amend the existing lease and enter into a new lease term with Signature; and BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute an Amended and Restated Hangar and Fixed Base Operator's Lease ("Lease") with Signature Flight Support Corporation ("Signature") for the operation of a commercial hangar and fixed base aviation operation on the east side of the airfield at the Corpus Christi International Airport, in consideration of an annual rental fee at fair market value, based on the current professional property and land appraisal, for a new term of five (5) years. A copy of the Lease is attached to and incorporated by reference in this ordinance and placed on file in the City Secretary's Office. SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, or word of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, or word of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, or word of this ordinance be given full force and effect for its purpose. SECTION 3. The City Secretary is directed to have this ordinance published in the official publication of the City of Corpus Christi and the cost of same paid by Signature, both as required by the City Charter of the City of Corpus Christi. Page 2 of 2 SECTION 4. Following publication, this ordinance is effective upon the 61st day following final approval by the City Council. 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 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 CORPUS CHRISTI INTERNATIONAL AIRPORT AMENDED AND RESTATED HANGAR AND FIXED BASE OPERATOR'S LEASE STATE OF TEXAS COUNTY OF NUECES This Corpus Christi International Airport Amended and Restated Hangar and Fixed Base Operator's Lease (hereinafter "Lease" or "Lease Agreement") is entered into by and between the CITY OF CORPUS CHRISTI ("Lessor"), a Texas home -rule municipal corporation, acting by and through its City Manager pursuant to Ordinance No. , and SIGNATURE FLIGHT SUPPORT CORPORATION ("Lessee"), a Delaware corporation authorized to do business in Texas, acting by and through its duly authorized officers. The initial addresses of the parties are as follows: Director of Aviation City of Corpus Christi 1000 International Drive Corpus Christi, Texas 78406 Lessee Attn: General Counsel Signature Flight Support Corporation 201 South Orange Avenue, Suite 1100 Orlando, Florida 32801 WHEREAS, on August 29, 1959, Lessor leased certain sites at the Corpus Christi International Airport for commercial hangar and fixed base aviation operations, herein referred to as the "Master Lease;" and WHEREAS, on July 14, 1960, a lease agreement covering certain of the Master Lease sites, or portions thereof, was assigned to Gault Aviation and WHEREAS, said lease agreement was later amended on July 14, 1960, February 14, 1961, May 27, 1964, May 25, 1966, and November 15, 1966; and WHEREAS, on February 20, 1980, an assignment of said lease agreement from Gault Aviation to Air Associates, Inc., later known as Van Dusen Airport Services Company, was approved by Lessor; and WHEREAS, said lease agreement was later amended and/or modified on December 7, 1983 and December 17, 1985; and WHEREAS, said lease agreement was assigned an December 16, 1986 from Van Dusen Air, Inc. to Van Dusen Air Services Company, Limited Partnership, and was later amended and assigned from Van Dusen Airport Services, L.P. to Page Avjet Airport Services, Inc., a wholly owned subsidiary of Page Avjet Corporation (Page) on October 31, 1990; and WHEREAS, Page Avjet Airport Services, Inc._changed its name to Signature Flight Support Corporation pursuant to a Certificate of Amendment of Certificate of Incorporation dated October 1, 1992; and WHEREAS, Lessee is a current tenant pursuant to the above -referenced lease agreement, together with all assignments, amendments, modifications, and name changes thereof. WHEREAS, the parties hereto desire to modify the provisions of said lease agreement; and NOW, THEREFORE, the following Amended and Restated Hangar and Fixed Base Operators Lease is hereby entered into by and between the parties hereto in complete substitution for the previous lease agreement and all amendments and modifications thereto, as heretofore amended: ARTICLE 1. DEFINITIONS As used herein, the following words and phrases shall have the meanings set forth below: 1.01 Affiliate. "Affiliate" is any corporation or other entity which directly or indirectly controls or is directly or indirectly controlled by or is under common control with Lessee; "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities or by contract or otherwise. 1.02 Airport. "Airport" means Corpus Christi international Airport. 1.03 AOA. "AOA" means Aircraft Operating Area. 1.04 Appraisal. "Appraisal" means the process to arrive at a property valuation based on rental rates for similar property at the Airport and at similar nearby airports and consistent with airports included in the appraisal done by Aviation Management Consulting Group, dated November 18, 2011, identified in EXHIBIT 2, attached hereto and incorporated into this Lease that will be utilized to set rental rates during the term of this Lease. 1.05 Aviation Director. "Aviation Director" means the Aviation Director of the City of Corpus Christi or Assistant Aviation Director. 1.06 Capital Improvement "Capital Improvement" means an expenditure for a project or improvement at the Leased Premises that increases the value of the Leased Premises or extends its life expectancy by (i) returning the Leased Premises to its originally efficient operating condition if it has deteriorated to a state of disrepair and is no longer functional for its intended use, (ii) rebuilding Leased Premises to a like -new condition after the end of its economic useful life, or (iii) replacing or adding a major component or substantial structural part of the Leased Premises. 1.07 DOT. "DOT" means the United States Department of Transportation, and any federal agency succeeding to its jurisdiction. 1.08 FAA. "FAA" means the Federal Aviation Administration of the United States government, and any federal agency succeeding to its jurisdiction. 1.09 FBO. "FBO" is an abbreviation for Fixed Base Operator, which is further defined in the Minimum Standards for Commercial Aeronautical Service Providers. 1.10 Fiscal Year. "Fiscal Year" means a period of twelve (12) consecutive months commencing on October 1 and ending on September 30. 1.11 Leased Premises. "Leased Premises" means those certain premises at Airport more particularly described in Article 2. Page 2 of 36 1.12 Maintenance, "Maintenance" means a repair of less than $100,000 that keeps the Leased Premises in proper working condition but does not add to the value or extend the life expectancy of the Leased Premises. Maintenance Merely keeps the Leased Premises in an operating condition over its probable useful life for which it was acquired. 1.13 Sign. "Sign" means any advertising sign, billboard, identification sign or symbol, or other similar device, regardless of content. 1.14 Subsidiary. "Subsidiary" shall mean any corporation or other entity not less than fifty percent (50%) of whose outstanding stock (or other form of equity ownership) shall, at the time, be owned directly or indirectly by Lessee or the entity owning directly or indirectly 50% or more of Lessee, as applicable. 1.15 Trade Fixtures. "Trade Fixtures" shall mean, but shall not be limited to, any signs (electrical or otherwise) used to identify Lessee's business; all shelves, bins, racking, machinery and equipment used in connection with Lessee's required or permitted activities pursuant to this Lease, whether or not such machinery or equipment is bolted or otherwise attached to the Leased Premises; and all other miscellaneous office equipment, furnishings, and personal property. 1.16 TSA. "TSA" means the Transportation Security Administration, and any federal agency succeeding to its jurisdiction. ARTICLE 2. DESCRIPTION OF LEASED PREMISES 2.01 Lessor, for and in consideration of the rents, covenants and promises herein contained to be kept, performed and observed by Lessee, does hereby lease unto Lessee, and Lessee does hereby accept from Lessor, the property, including all structures and improvements erected on the property existing and in operation as of the Commencement Date of this Lease (collectively referred to as "Leased Premises") located at 574 Hangar Lane, at the Airport, identified in EXHIBIT 1, attached hereto and incorporated into this Lease. ARTICLE 3. RENTAL 3.01 Lessee agrees to pay Lessor the rental as indicated on the tables (entitled "Premises Rent" and "Fuel Farm Rent") below, monthly in advance (without notice or demand, both of which are expressly waived) for the use and occupancy of the Leased Premises, at the times and in the manner hereinafter provided. During the Term, any change in rent will be based on an Appraisal by a third party appraiser, pursuant to the Appraisal process defined herein and described in section 3.03 herein. Initial values will be determined by the amount set by the appraisal done by Aviation Management Consulting Group, dated November 15, 2011, identified in EXHIBIT 2, attached hereto and incorporated into this Lease. All rentals shall be calculated based on the Appraisal and shall be paid by Lessee to Lessor in advance without invoicing, notice or demand, in equal monthly installments on or before the first day of each calendar month beginning on the Commencement Date and continuing throughout the remainder of the term of this Lease and any extension(s) hereof. In the event that the term of this Lease shall commence on the day other than the first day of any calendar month or expire on a day other than the last day of a calendar month, then, and in such event, the rent will be prorated for the first or last month as the case may be. Page 3 of 36 From Commencement Date through Initial Term: PREMISES RENT Premises Area SF Acreage Rent per sf/yr Annual Monthly Rental JETA Rental $0.750 Hangar 2 15,000 0.34 $1.50 $ 22,500.00 $ 1,875.00 Hangar 3 30,800 0.71 $1.65 $ 50,820.00 $ 4,235.00 Office 3 5,770 0.13 $5.65 $ 32,600.50 $ 2,716.71 Office 4 5,032 0.11 $5.65 $ 28,430.80 $ 2,369.23 Office 5 7,464 0.17 $5.65 $ 42,171.60 $ 3,514.30 Terminal 4,900 0.11 $6.00 $ 29,400.00 $ 2,450.00 Parking Lot 51,602 1.18 $0.30 $ 15,480.60 • $ 1,290.05 Apron 62,000 1.42 $0.325 $ 20,150.00 $ 1,679.17 Undeveloped 22,944 0.53 $0.30 $ 6,883.20 $ 573.60 Fuel Farm Pad 4,776 0.11 $0.30 $ 1,432.80 $ 119.40 TOTAL 210,288 4.81 $249,869.50 $20,822.46 FUEL FARM RENT Description Capacity (Gallons) Rent per Annual Rent GALIYR JETA 36,000 $0.750 $27,000 AVGAS 12,000 $0.750 $9,000 UNLEADED 2,000 $0.750 $1,500 DIESEL 2,000 $0.750 $1,500 TOTAL 52,000 $0.750 .$39,000 3.02 All rent and payments that become due and payable by the Lessee shall be made to the City of Corpus Christi, Office of the Aviation Director, Corpus Christi International Airport, 1000 International Drive, Corpus Christi, Nueces County, Texas, 78406 unless otherwise notified in writing. All rent and payments unpaid for ten (10) days after the date due shall bear interest at the rate of eighteen (18) percent per annum from that date. 3.03 (a) At the City's sole expense, the Appraisal shall be updated by the City approximately every five (5) years after the date ofthe previous Appraisal, to arrive at an updated property rental valuation that will be utilized to set rental rates for any subsequent five (5) year period, irrespective of whether or not one or more Options are exercised by Lessee. Following the Commencement Date of this Lease, any increase(s) will (i) be based on the most current Appraisal, (ii) be implemented on a continuing five -year -cycle, utilizing the 2011 Appraisal as the base date for the five-year cycle, and (iii) take effect upon the date next following 30 -days advance notice, as set out in this paragraph. Such continuing five-year cycle is unaffected by the exercise of an Option or by any number of Options that may be exercised by Lessee at any one Page 4 of 36 time. The City shall provide Lessee with not Tess than 30 days advance written notice of the amount of the increase(s) and the date the rental rate increase(s) will take effect. (b) The appraiser shall be a qualified and impartial member of the Appraisal Institute or a person with equivalent credentials, experienced in airport property appraisals. ARTICLE 4. USE OF LEASED PREMISES Lessee shall use the Leased Premises solely for operating an FBO as defined Section 15 of the current Minimum Standards dated October 17, 2012, for Commercial Aeronautical Service Providers and as the same may be amended from time to time, which includes performing and/or subleasing to qualified tenants to perform full aircraft servicing facilities including but may not be limited to the sale of aircraft and aircraft parts; aircraft maintenance and repair, servicing of aircraft engines, instruments, propellers and accessories in connection with said business, aircraft storage, aircraft training, aircraft charter and rentals, aviation school instruction, classroom and flight simulator instruction, and other flight instruction provided only to those persons already holding an aircraft pilot license and seeking a certification towards an aircraft being manufactured or sold on the Leased Premises, and such other activities reasonably incidental thereto and such business directly related thereto or as may be set forth in the Minimum Standards as amended from time to time. Such use may also include any other activity or services normally performed or offered by an FBO at the Airport, as adopted in the Minimum Standards, as they may be amended from time to time, and such other aviation related uses as may be included in the Minimum Standards as amended from time to time. Provided Lessee is a holder of a valid aviation fuel dispensing permit issued by the City of Corpus Christi and not in default of any other provision of this Lease, Lessee may also conduct fueling operations as authorized under said fuel dispensing permit on the Leased Premises. In connection with such use and occupancy, Lessee shall have the right to occupy and maintain, as required by this Lease, all buildings, shops, hangars and other improvements existing on the Leased Premises as of the Commencement Date of this Lease. The City reserves the right to replace or repair portions of the apron included in the Leased Premises. During any such replacement or repair work, if Lessee cannot use portions of the apron due to the work being done, the City will provide Lessee alternate space of substantially the same size of said portions and as close to the Leased Premises as is practical. Prior to the award of any contract for such replacement or repair, the City shall consult with Lessee on alternative space options and use its best efforts to provide an alternative that has the least impact on Lessee's operations. Following the completion of any such replacement or repair, Lessee's Leased Premises will be restored to its original layout. Lessee waives any claims for compensation for loss caused by such temporary relocation provided the steps identified herein are followed. The Lessee shall not at any time leave the Leased Premises vacant, but shall in good faith continuously throughout the term of this Lease conduct and carry on in the entire Leased Premises the type of business for which the Leased Premises are leased, except during periods in which the Leased Premises may not be occupied as a result of fire or other casualty, or reasonable periods for repairs and alterations, all such repairs and alterations to be diligently pursued to completion. All services performed by Lessee shall be in compliance with all applicable state and federal environmental rules and regulations at Lessee's sole expense. Page 5 of 36 No other activities shall be conducted on the Leased Premises unless authorized in writing by the Aviation Director provided, however that such other activities be aeronautical in nature. ARTICLE 5. LEASE TERM 5.01 The initial term of this Lease shall be five (5) years ("Initial Term") that shall commence on the sixty-first (61st) day following the date of passage of an Ordinance by the City Council. of Corpus Christi approving this Lease ("Commencement Date") and shall terminate at midnight of the last day of the 5 -year term unless earlier terminated in accordance with this Lease or extended for additional periods as provided in section 5.02 below. Together the Initial Term and any extension shall collectively be referred to as the Term of this Lease. 5.02 Lessee shall have the option to extend the Term by up to four (4) additional five (5) year periods ("Option(s)"), with the maximum term of the Lease not to exceed twenty-five (25) years. Each five (5) year Option shall be conditioned upon i) a Capital Improvement Plan (as defined herein in the paragraph below) and related budget, agreed upon by the parties as described herein, ii) a capital investment by Lessee of not less than One Million One Hundred Thousand dollars ($1,100,000) for Direct Construction Costs (as defined below) for such Capital Improvements, and iii) a performance bond or irrevocable standby letter of credit in the face amount of the agreed upon budget for the Capital Improvement Plan, as described below, provided however, if the Lessee submits and the City approves a Capital Improvement Plan equal to or in excess of a multiple of $1,100,000, the Term of this Agreement shall be extended for five year Option periods equal to the multiple of the Direct Construction Costs in the approved Capital Improvement Plan. Upon satisfaction of the foregoing three conditions, the Term of this Agreement shall be extended by amendment to be promptly issued by the City and countersigned by the Lessee. Failure to meet any of the three conditions stated herein will invalidate the Option. As used herein, "Capital Improvement Plan" means a detailed description of the Capital Improvements including budgetary costs, and intended uses for each item intended to be installed or constructed at the Leased Premises by the Lessee. "Direct Construction Costs" means all general contractor and construction related trades required to complete the project in accordance with the approved drawings as well as related costs associated with architecture, engineering, testing, permits, and construction management. Subject to the requirements set forth in Article 13 herein, Lessee will submit the above - referenced Capital Improvement Plan to the Aviation Director before the end of the thirtieth (30th) month after the Commencement Date of the Initial Term (or current Option period, in the case of exercise of the first, second or third Option). The Aviation Director shall have thirty (30) calendar days after receipt of the Capital Improvement Plan, to approve or to object in writing to any matter referenced within. If the Aviation Director objects within such 30 -day period in writing to any matter contained within such Plan (including its budget), the Aviation Director and Lessee agree to work together in good faith to resolve any such objections to the reasonable satisfaction of both parties. Subject to the approval by the Aviation Director of the Capital Improvement Plan, Commencement of Construction of such Capital Improvements shall begin no later than the end of the sixth (6th) month of the fourth (4th) year after the Commencement Date of the Initial Term (or current Option period, in the case of exercise of the first, second or third Option). "Commencement of Construction" means (i) to commence the work of constructing the Capital Improvements or features with all approvals thereof required by applicable governmental authorities obtained as necessary; (ii) a notice to proceed has been issued to the contractor; and (iii) onsite construction of the site development components (such as drainage, extensive grading or utilities) is underway and being pursued. Page 6 of 36 As security for full and faithful Completion of such Capital Improvements required for each Option, before the end of the thirtieth (30th) month after the Commencement Date of the Term (or current Option period, in the case of exercise of the first, second or third Option), Lessee must furnish to the Aviation Director a performance bond or irrevocable standby letter of credit in the face amount of the agreed upon budget for the Capital Improvement Plan referenced above, but in no event less than One Million One Hundred Thousand dollars ($1,100,000), issued by a surety company or bank authorized and licensed to transact business in the State of Texas, with the City of Corpus Christi Aviation Department as obligee or beneficiary, respectively, and, if a bond, not subject to reduction or cancellation except after thirty (30) days' written notice by certified mail, return receipt requested, to the Aviation Director. Said performance bond or irrevocable standby letter of credit shall be kept in force until Completion of the above - referenced Capital Improvement. "Completion" means issuance of Certificates of Occupancy for the Capital Improvements) have been issued or a determination by an engineering or architectural firm that the Capital Improvement Plan is substantially complete and Lessee may safely use and occupy the improvements. A bond or irrevocable letter of credit, as described above, must be valid for six (6) months or more and require, as sole documentation for payment, a statement in writing from the Aviation Director setting forth (i) the circumstances giving rise to the call on the bond or giving rise to the draft on a letter of credit or (ii) a statement of the failure to furnish proof of renewal or replacement of the bond or letter of credit, as applicable, no Tess than thirty (30) days prior to the expiration of the then current bond or letter of credit and, if a letter of credit was posted, accompanied by a properly drawn draft in an amount not to exceed the face value of the letter of credit. Upon Lessor's request, Lessee shall provide documentation such as invoices, contracts, proof of payment, and other records satisfactory to the Aviation Director as evidence of expenditure towards Capital Improvement Plan. Only in the event that this Lease is terminated by the City prior to the end of an exercised Option without fault or default on the part of Lessee and (i) other than as a result of the lawful assumption by the United States Government or any authorized agency thereof of the operation, control or use of the Leased Premises that substantially restricts Lessee from operating thereon; or (ii) other than as a result of the issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the Leased Premises that prevents Lessee from operating thereon, the total Direct Construction Costs for the approved Capital Improvement Plan associated with said Option shall be amortized on a straight line basis over the term of that Option and a payment issued by the City to the Lessee for the unamortized amount of the Direct Construction Casts for the approved Capital Improvement Plan for the remaining balance of that Option term, with payment to be made within sixty (60) days of such termination. If the Lease is terminated as a result of a Lessee default as stated in Section 24 of this Lease or for any reason other than that stated in the immediately preceding sentence herein, no reimbursement of Direct Construction Costs will be made and Lessee forfeits the full investment to the City. The budget for the Capital Improvement Pian required to exercise an Option, as described in this Section 5.02, shall be in addition to the deferred maintenance and other maintenance required in Article 15 herein. The performance bond or irrevocable standby letter of credit required to exercise an Option, as described in this Section 5.02, shall be in addition to the performance guarantee required in Article 8 herein. Page 7 of 36 ARTICLE 6. INDEMNIFICATION 6.01 Lessee shall indemnify, hold harmless and defend the City, its officers, officials, employees, and agents ("Indemnitees") from and against any and all liability, loss, damages, claims, demands, causes of action, and judgments of any nature on account of personal injuries, property Toss, or damage (including, without limitation to the foregoing, workers' compensation and death claims) which arise out of or in connection with this Lease Agreement or the performance of this Lease Agreement, regardless of whether the injuries, death, loss, or damage are caused by or are claimed to be caused by the concurrent or contributory negligence of Indemnitees, but not by the sole negligence of Indemnitees unmixed with the fault of any other person. Lessee must, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend all actions based thereon with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other costs and expenses of any kind arising from any liability, loss, damages, claims, demands, or actions. The indemnification obligations of Lessee under this section shall survive the expiration or earlier termination of this Lease Agreement. 6.02 Intentionally left blank. 6.03 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT. ARTICLE 7. INSURANCE 7.01 General Requirements. Lessee shall not commence use or occupancy of the Leased Premises until Lessee has obtained the types and amounts of required insurance as indicated below and until such insurance has been reviewed by the City and a Certificate of Insurance is received indicating required coverage. If the coverage period ends prior to the end of the Term of this Lease, including any extensions thereof, Lessee must, prior to the end of the coverage period, forward a new Certificate of Insurance to City as verification of continuing coverage for the duration of the Term of this Lease. Lessee must submit certificates of insurance for all sub lessees, assignees and subcontractors to the City prior to commencing work. Lessee and all sub lessees', assignees' and subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policy is issued and shall be written by companies with an A.M. Best rating of A -VH or better. Hazardous materials insurance, if required, shall be written by companies with an A.M. Best rating of A -VII or better. Lessee, sub lessees, assignees and subcontractors must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and with endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred by the Operation will be promptly met. Page 8 of 36 The following conditions apply: (a) Approval of insurance by City and the required minimums shall not relieve or decrease the liability or responsibility of the Lessee hereunder and shall not be construed to be a limitation of liability on the part of the Lessee. (b) The Lessee, sub lessees, assignees and subcontractors must obtain and maintain in force insurance at all times during the Term of this Lease. (c) All endorsements naming the City asadditional insured, waivers of subrogation, and notices of cancellation, endorsements, as well as Certificates of Insurance shall indicate: City of Corpus Christi Department of Aviation 1000 International Drive Corpus Christi, Texas 78406 Attn: Director of Financial Services A copy of the insurance certificate shall be provided to the City's Risk Management Division. (d) It is intended that Policies required in the Minimum Standards, which may be amended from time to time, covering the City and Lessee shall be considered primary and non- contributory coverage, as applicable. (e) If insurance policies are not written for the amounts specified below, the Lessee, sub lessees, assignees and subcontractors shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the Primary Coverage. (f) The City shall be entitled, upon request and without expense, to receive certified copies of policies and endorsements thereto. (g) The City reserves the right to review insurance requirements set forth during the term of a Lease and to make reasonable adjustments to required types of insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial considerations of the insurance company as well as the Lessee, sub lessees, assignees and subcontractors. (h) The Lessee, sub lessees, assignees and subcontractors shall not cause any insurance to be cancelled or permit any insurance to lapse during the Term of a Lease or as required in the Lease. (1) The Lessee, sub lessees, assignees and subcontractors shall provide all deductibles and self-insured retentions, if any, stated in the policies. All deductibles and self- insured retentions shall be disclosed on the Certificates of Insurance. (j) Liability Insurance provided by the Lessee, sub lessees, assignees and subcontractors pursuant to the Minimum Standards shall cover and protect the City, its officials, officers, agents, Personnel, contractors, successors, and assigns, as their interests may appear. Page 9 of 36 (k) The Lessee, sub lessees, assignees and subcontractors are responsible for insuring their own interest. 7.02 Specific Insurance Requirements. The Lessee, sub -lessees, assignees and subcontractors shall obtain, and maintain throughout the Term of this Lease, the following insurance coverages and furnish certificates of insurance and policy endorsements as evidence thereof: (a) Workers' Compensation and Employers Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Section 401) and minimum policy limits for employers liability of $1,000,000 bodily injury each accident, $1,000,000 bodily injury by disease policy limit and $1,000,000 bodily injury by disease each Personnel. The following endorsements shall be added to the policy: (1) A Waiver of Subrogation in favor of the City of Corpus Christi; (ii) A thirty (30) day written notice of Cancellation/Material Change in favor of the City. (b) Property insurance coverage on an "All Risk of Physical Loss" form for 100% of the replacement value of all improvements constructed by or for Lessee on the Leased Premises. Coverage shall include, but not be limited to, fire, wind, hail, theft, vandalism, and malicious mischief. The coverage shall be written on a replacement cost basis. The proceeds from such insurance shall be used to restore the improvements to their original condition in the event of a covered loss. Lessee is responsible for insuring their own interests. Lessee is responsible for deductibles for any loss. (c) Liability insurance in the specific types and amounts specified in section 7.03 below as applicable for the proposed Commercial Aeronautical Service Operator, as defined in the Minimum Standards, as may be amended from time to time. (i) All Commercial General Liability Insurance policies shall contain: (1) Waiver of Subrogation in favor of the City of Corpus Christi. (2) Thirty (30) day written notice of cancellation or material change in favor of the City of Corpus Christi. (3) City of Corpus Christi listed as additional insured, form CG 2010, or its equivalent. (4) Independent Contractors coverage. (5) Blanket contractual liability coverage for liability assumed under the Lease or Permit. (6) Damage to Premises Rented to you in an amount not less than $250,000. (7) Medical Expense coverage with a limit of $5,000 any one person. (d) Environmental impairment liability to include remediation and spill/leakage clean-up with minimum limits of $2,000,000 each incident / $2,000,000 policy aggregate limit issued on a claims made policy with extended reporting coverage of 24 months post -lease termination/expiration. By offer of Lessee and specific acceptance by City, Lessee shall provide the 24 months post -lease termination/expiration coverage of environmental impairment liability insurance by renewal of the policy in effect during the Term, with proof of renewal provided to the City's Risk Manager and Aviation Director upon each successive renewal for a period of 24 months following the expiration or earlier termination of the Lease. Page 10 of 36 This provision, providing for the environmental coverage post -lease, survives the expiration or earlier temmination of this Lease. 7.03 Lessee Requirements. Environmental Impairment Liability (Broad Form Pollution Liability Coverage/Third party Clean up. AST/UST coverage) $2MM each incident— limit /$2MM policy aggregate; if claims made policy needs twenty four (24) month extension period post termination date Commercial General Liability (Bodily Injury and Property Damage 1 Personal and Advertising Injury $10MM 1 $10MM Completed Operations Hangar Keepers Aircraft Liability (Bodily Injury and Property Non Owned Damage / Aircraft including Passengers $10,000,000 $2,000,000 $10MM / $10MM $10MM 7.04 Motor Vehicle Requirements. For Lessee's vehicles operated on the Leased Premises and in the AOA the following conditions apply: (a) Business Automobile Liability Insurance for all owned, non -owned, and hired vehicles with a minimum combined single limit of $5,000,000 for bodily injury and property damage. (b) City of Corpus Christi named as additional insured, Form TE 9901 B. (c) Thirty (30) day written notice of cancellation or material change in favor of the City of Corpus Christi, form TE 0202A. ARTICLE 8. PERFORMANCE GUARANTEE & LANDLORDS LIEN 8.01 Lessee shall deliver to the City, on or before the Commencement Date of this Lease, but at a minimum must show written evidence of performance guarantee commitment no later than the date of execution of this Lease, and shall keep in force throughout the Term hereof, an irrevocable standby letter of credit ("ISLC") in favor of Lessor, drawn upon a bank satisfactory to Lessor and payable to City of Corpus Christi, Aviation Department. The foregoing shall be in a form and content satisfactory to Lessor, shall be conditioned upon satisfactory performance of all terms, conditions and covenants, including maintenance requirements, contained herein during the Term hereof and shall stand as security for payment by Lessee of all amounts due by Lessee as a result of valid declarations of uncured default, as set forth herein, asserted by Lessor. The amount of the ISLC shall be adjusted, as necessary, so that it shall at all times equal at least one (1) year of the total estimated annual rentals, fees and charges payable by Lessee to Lessor hereunder. The ISLC shall not be subject to reduction in coverage or cancellation. If the available Page 11 of 36 balance on the ISLC falls below the amount required herein, Lessor agrees to replenish it to the full required amount within seven (7) days of it falling below the full required amount. Failure to replenish the ISLC as stated herein constitutes default of the Lease. The surety on the ISLC must, by appropriate notation thereon, stipulate and agree that no change, extension of time, alteration or addition to the terms of this Lease in any way affects its obligations under the ISLC and consents to waive notice of any such matters. An irrevocable letter of credit, as described above, must be valid for six (6) months or more and require, as sole documentation for payment, a statement in writing from the Aviation Director setting forth (i) the circumstances of a valid declaration of default giving rise to the call on the letter of credit or (11) a statement of the failure to furnish proof of renewal or replacement of the letter of credit no less than thirty (30) days prior to the expiration of the then current letter of credit, and accompanied by a properly drawn draft in an amount not to exceed the face value of the letter of credit. 8.02 Lessee hereby gives to Lessor a lien upon all of its property now, or at any time hereafter, in or upon the Leased Premises, to secure the prompt payment of charges herein stipulated to be paid for the use of said Premises; all exemptions of such property, or any of it, being hereby waived. In the event that the amount of the. performance guarantee provided by Lessee under the terms of this Lease, at all times during the term hereof, shall equal the g re ate r of th e rent s , fees and charges payable by Lessee to Lessor for the current calendar year or double the amount of the performance guarantee set forth in Section 8.01 above, then the provisions set forth in Section 8.02 above, shall not apply hereto. 8.03 The performance guarantee required in Article 8 herein shall be in addition to the performance bond or irrevocable standby letter of credit required to exercise the Option, as described in Section 5.02 herein, ARTICLE 9. MINIMUM STANDARDS Lessor has adopted Minimum Standards ("Minimum Standards") and Rules and Regulations ("Rules and Regulations"), which shall govern Lessee in the use of the Leased Premises and all common facilities, a copy of each of which has been furnished to Lessee and are incorporated herein by reference. Lessee agrees to comply fully at all times with these governing documents. Lessor, in its sole discretion, shall have the right to amend, modify and alter these Minimum Standards and Rules and Regulations from time to time in a reasonable manner or may introduce other regulations as deemed necessary for the purpose of assuring the safety, welfare, convenience and protection of property of Lessor, Lessee and all other tenants and customers of the Airport; provided, however, that Lessor shall give Lessee reasonable advance notice of any such amendments, modifications or alteration of the Minimum Standards and/or Rules and Regulations. ARTICLE 10. FEES AND CHARGES 10.01 Fees and Charges. (a) Fuel flowage fees shall be paid by Lessee to the Lessor for all fuel delivered to the Leased Premises for dispersal by the Lessee to all categories of customers except any signatory airline paying a landing fee at the Airport, in the amount per gallon, subject to atmospheric adjustments, now or hereafter set by the Aviation Director, as may be adjusted periodically. The fees and charges in effect as of the Commencement Date of this Lease are set forth in EXHIBIT 5 attached hereto. Lessee agrees to keep accurate books, records and accounts of its purchase Page 12 of 36 and sale of aircraft fuel delivered to its customers on the Airport premises. Lessee agrees to remit to the Aviation Director payment and related delivery tickets provided by the various suppliers as to the amount of aircraft fuel delivered to the Leased Premises, by the 10th day of the month following such delivery. If no such delivery is made during a particular month, Lessee shall provide the Aviation Director with a written statement to that effect. (b) Any City controlled ramp related uses by Lessee that are not included in the Leased Premises shall be for public use and subject to a Ramp Fee, as set forth in EXHIBIT 5 attached hereto. The Ramp Fee shall be set annually by the City for use of City controlled ramp. Lessee or sub lessee shall remit to the City seventy-five percent (75%) of all revenues received for use of City controlled ramp or equivalent charges within ten (10) days following the end of the month in which the ramp was utilized, accompanied by an accounting of all City controlled ramp rental activity. Lessee shall retain the remaining twenty-five percent (25%) of such revenues as consideration for Lessee's management of said City controlled ramp rental and collection of resulting revenues. The City retains the right to enter upon City controlled ramp at any time and to take an inventory of any aircraft parked on the City controlled ramp, as well as a right to audit Lessee's or sub lessee's accounting of City controlled ramp rental activity. Lessee or sub lessee cannot charge any fees for use of the City controlled ramp other than the Ramp Fee set by the City for use of City controlled ramp and cannot waive any fees set by the City and due to the City for use of City controlled ramp without City's written approval. (c) Fees and charges for miscellaneous items and services provided by the City, including, but not limited to, employee badges, shall be assessed by the City in connection with the ordinary usage of Airport facilities (hereafter "City Fees," set forth in EXHIBIT 5 attached hereto). (d) Ail rentals, fees and charges payable by Lessee to Lessor under the terms hereof, whether or not expressly denominated as rent, shall constitute rent for all purposes, including, but not limited to, purposes of the United States Bankruptcy Code. (e) For those services or functions listed in EXHIBIT 5 attached hereto, Lessee cannot charge fees to their customers that are in excess of the applicable fees and charges that are approved by the City, as amended from time to time, set forth in EXHIBIT 5 attached hereto. 10.02 Proceeds Rent. (a) Lessee covenants and agrees to pay as additional Rent hereunder an amount equal to three percent (3%) of any Gross Proceeds (as hereinafter defined) from a Sale (as hereinafter defined) of the Lessee's Leasehold Interest in the Leased Premises, or any portion thereof, as the case may be, at the times and in the manner hereinafter set forth (the "Proceeds Rent"). This section 10.02 applies only to the sale of Lessee's Leasehold Interest in the Leased Premises, or any portion thereof, at Corpus Christi International Airport and no other location, (b) Payments of the Proceeds Rent shall be paid immediately upon a Sale as follows: upon the Closing and payment of the total purchase price in a Sale, accompanied by a certificate of the chief financial officer of the Lessee as to the amount of Gross Proceeds of the Sale. At the election of the City, the City and the Lessee shall coordinate payment of the Proceeds Rent through an escrow. (c) Lessee shall, at the time of any such Sale, deliver to the City a statement certifying the amount of the Gross Proceeds for such Sale and the amount of the Proceeds Rent due and payable to the City. Such statement shall set forth in detail reasonably satisfactory to the City the Page 13 of 36 computation of Gross Proceeds, and Proceeds Rent therefor, together with such other information as the City may deem reasonably necessary for the determination of the Proceeds Rent, such as the purchase agreement and/or sale closing statement. Except for such changes as are necessary to calculate the Gross Proceeds from the Sale, the statements required above shall be prepared in accordance with generally accepted accounting principles on the accrual basis consistently applied and otherwise in such manner as the City shall have approved in writing. (d) For purposes of this Section, capitalized terms set forth below shall have the meanings ascribed to them below: "Beneficial Interest" shall mean the interest of the Beneficiary in any trust of which it is beneficiary, if the Lessee is ever a land trust. "Beneficiary" shall mean the Beneficiary under a trust which at any time the Lessee is a trustee under a land trust. "Gross Proceeds" shall mean the purchase price in a Sale (including, without limitation, (1) the principal and interest of any financing to which the Sale is subject or which is assumed by the Lessee and (2) the fair market value of any consideration consisting of property other than cash), "Leasehold Interest" shall mean the Lease between the City and Lessee and all resulting income. streams and contracts resulting from Lessee's use of the Leased Premises, as defined herein. "Sale" shall mean (i) a sale, assignment, transfer or other conveyance of any portion of Lessee's interest under this Lease (including an assumption and assignment of the Lease by Lessee as debtor or debtor in possession or by a trustee in bankruptcy acting on behalf of Lessee) and/or in the Leased Premises or any portion of the Leased Premises; (11) execution and delivery of a contract to convey any portion of Lessee's interest under this Lease upon payment of part or all of the purchase price which is accompanied by a transfer of possession and the risks and benefits of ownership to the purchaser; or (iii) a transaction or series of related transactions involving Lessee which has the economic equivalence to the owners of interests in Lessee as a transaction described as a Sale, regardless of the form of such transaction, whether by sales of direct or indirect interests in Lessee (including, without limitation, sales or other transfer of any membership interests in Lessee or in any constituent members of Lessee or in any corporate stock, partnership interests or Beneficial Interests in any future tenant organized as a corporation, partnership or trust, respectively, or in any constituent shareholders, partners or Beneficiaries thereof) or sales of assets by an entity which owns Lessee's interest under this Lease and other property. (e) The City shall not, as a result of the rights granted herein to receive Proceeds Rent, be considered as a co-owner, co-partner or co -adventurer with Lessee in the Leased Premises. (f) The Lessee shall not be required to pay Proceeds Rent on its receipt of proceeds from business interruption or loss of rents insurance payments. ARTICLE 11. PRIVILEGES AND CONDITIONS 11.01 Lessor hereby grants to Lessee and any assignees and/or sub lessees pursuant to Article 26 herein, the following general, non-exclusive privileges, uses and rights, subject to the terms, Page 14 of 36 conditions and covenants herein set forth: (a) The general use by Lessee, for commercial aviation activities, of all common aircraft facilities and improvements, which are now, or may hereafter be, connected with or appurtenant to said Airport, except as hereinafter provided. "Common airport facilities" shall include all necessary landing area appurtenances, including, but not limited to, approach areas, runways, taxiways, unleased aprons provided for in 10.01(b) of this Lease, public roadways, sidewalks, navigational and aviation aids, the airfield lighting facilities, terminal facilities or other common or public facilities appurtenant to said Airport.. (b) The right of ingress to and egress from the Leased Premises, over and across common or public roadways serving the Airport for Lessee and sub lessees, its agents, contractors, employees, patrons, invitees, suppliers of service and furnishers of material. Said right shall be subject to such ordinances, rules and regulations as now, or may hereafter, apply at the Airport. (c) Lessee must remain in compliance at all times with all FAA, Department of Homeland Security and all other governmental organizations with jurisdiction over the Airport as well as all rules, laws and regulations as may be amended from time to time. 11.02 The granting and acceptance of this Lease is conditioned upon compliance with the covenant that the right to use said common Airport facilities, in common with others so authorized, shall be exercised subject to and in accordance with the laws of the United States, State of Texas and City of Corpus Christi, the rules and regulations promulgated by their authority with reference to aviation and navigation, and all reasonable and applicable rules, regulations and ordinances of Lessor, now in force or hereafter prescribed or promulgated by charter authority or by law, as may be amended from time to time. 11.03 Lessor reserves the right to enter the Leased Premises at any reasonable time for the purpose of inspecting same or verifying that fire, safety, sanitation regulations and other provisions contained in this Lease are being adhered to by Lessee. ARTICLE 12. AS IS ACCEPTANCE AND CONDITION OF PREMISES 12.01 The parties agree that this Lease is granted by Lessor, at Lessee's request, and that the Leased Premises were formerly and presently are leased to and occupied by Lessee . 12.02 Lessee has had full opportunity to examine the Leased Premises and to review the structural report prepared by engineering firm PGAL, dated November, 2010, attached hereto as EXHIBIT 3 and incorporated into this Lease. Except for environmental matters not caused by or reasonably discoverable by Lessee prior to the commencement of this Lease, Lessee's taking possession of the Leased Premises shall be conclusive evidence of Lessee's acceptance thereof in an "AS IS" condition, and Lessee hereby accepts same in its present condition as suitable for the purpose for which leased. 12.03 Lessee agrees that no representations respecting the condition of the Leased Premises and no promises to improve same, either before or after the execution hereof, have been made by Lessor or its agents to Lessee, unless contained herein or made a part hereof by specific reference. Page 15 of 36 ARTICLE 13. CONSTRUCTION/CAPITAL IMPROVEMENT BY LESSEE 13.01 Lessee shall have the right to erect, alter, remodel and renovate buildings and make other improvements as Capital Improvements on the Leased Premises, provided that it shall submit to the Aviation Director plans and specifications prepared by registered architects and engineers setting forth the renovations, construction, alterations or improvements that Lessee desires to perform, in such detail as may be reasonably required by the Aviation Director, and provided that approval of such plans and specifications by said Director is obtained as set forth below. In addition to the requirements herein, approval of any Capital Improvement Plan shall be pursuant to section 5.02 herein. 13.02. Lessor agrees to examine and approve or disapprove plans and specifications submitted in accordance with the provisions above, within thirty (30) calendar days after receipt thereof, and to give Lessee written notification of same. The approval by Lessor of such plans and specifications refers only to the conformity of same to the general architectural plan for the Leased Premises, as opposed to their architectural or engineering design. Lessor, by giving its approval, assumes no liability or responsibility therefor or for any defect in any work performed according to such plans and specifications. Lessee agrees not to commence any renovations, construction, alterations or improvements until Lessor, through the Aviation Director, has given written approval regarding Lessee's plans and specifications. 13.03 Further, prior to the commencement of any construction, Lessee shall procure any and all additional approvals of the plans and specifications for its buildings and improvements required by any federal, state or municipal authorities, agencies, officers and departments having jurisdiction thereof and shall obtain any and all requisite building or construction licenses, permits or approvals. Construction shall comply with applicable building code requirements and with applicable regulations promulgated by any federal, state or municipal agency or department having jurisdiction thereof. Lessee specifically agrees that it shall hold Lessor completely harmless from and against any and all claims, causes of action or liabilities, whether actual or potential, associated with any construction undertaken by Lessee hereunder. 13.04 The cost of any renovations, construction, alterations or improvements upon the Leased Premises shall be borne and paid for solely by Lessee. Except as may be otherwise set forth herein, Lessor has no financial or other obligation of any kind under this Lease, other than the renting to Lessee of the Leased Premises which are the subject hereof for the term and consideration hereinbefore set forth. 13.05 Upon completion of all renovations, construction, alterations or improvements, a conformed set of "as built" plans and a Certificate of Occupancy shall be provided by Lessee to the Aviation Director. 13.06 In undertaking any such renovations, construction, alterations or improvements, it is expressly understood that, where applicable, unless otherwise agreed to in writing by the parties, Lessee shall be responsible, at its sole expense, for any and all construction and maintenance of taxiways and connections to the Airport's runway and taxiway system, along an alignment and in accordance with designs and plans approved in advance, in writing, by the Aviation Director. [t is further expressly understood and agreed that any improvements and access thereto constructed by Lessee on the Leased Premises shall be performed in such a manner that shall not cause flowage of surface drainage onto adjacent tracts or interrupt flow to the storm drainage system. Page 16 of 36 13.07 Any construction of a Capital Improvement pursuant to this Article 13 may, at the option of the Lessee be considered part of a Capital Improvement Plan and subject to the review and approval procedures in Article 5 hereof. ARTICLE 14. LIENS PROHIBITED 14.01 Lessee shall not suffer or permit any mechanics' or other liens to be filed against the fee of the Leased Premises, or against Lessee's leasehold interest in the land, buildings or improvements thereon, by reason of any work, labor, services or materials supplied, or claimed to have been supplied, to Lessee or to anyone holding the Leased Premises, or any part thereof, through or under Lessee. ARTICLE 15. MAINTENANCE AND REPAIR 15.01 Lessee shall pay or cause to be paid any and all charges for water, heat, gas, electricity, sewer and any and all other utilities used on the Leased Premises, throughout the term of this Lease, including, but not limited to, any connection fees and any and all additional costs related to utility connection, metering, maintenance, repair and usage. 15.02 Deferred Maintenance. Lessee shall complete all deferred Maintenance items identified on EXHIBIT 4, attached hereto and incorporated into this Lease ("Deferred Maintenance"), no later than eighteen (18) months from the Commencement Date of this Lease. In this respect, as a point of reference, Lessee shall refer to the structural report prepared by PGAL, dated November, 2010, attached hereto as EXHIBIT 3 and incorporated into this Lease, which shall be considered the base condition of the Leased Premises from which Deferred Maintenance requirements shall be measured. The Aviation Director shall have thirty (30) calendar days after Lessee's completion of all Deferred Maintenance items to abject to any deficiencies thereof. If the Aviation Director does not object in writing within such 30 -day period, Lessor shall be deemed to have approved such Deferred Maintenance. If, however, the Aviation Director objects within such 30 -day period in writing as to any deficiencies of the Deferred Maintenance completed, the Aviation Director and Lessee agree to work together in good faith to resolve any such objections to the reasonable satisfaction of both parties. Deferred Maintenance completed pursuant to this Section 15.02 is in addition to the repair and maintenance required in Sections 15.01, 15.03 and 15.04 herein. 15.03 In addition to the Deferred Maintenance required in Section 15.02 above, except as may be otherwise provided herein, Lessee shall, throughout the term of this Lease, assume the entire responsibility, cost and expense for all repair and Maintenance of the Leased Premises and all buildings and improvements thereon, whether such repair or Maintenance be ordinary, extraordinary, structural or otherwise, normal wear and tear excepted. In this respect, as a point of reference, Lessee shall refer to the structural report prepared by PGAL, dated November, 2010, attached hereto as IXCHIBIT 3 and incorporated into this Lease, which shall be considered the base condition of the Leased Premises from which any needed repairs shall be measured. Additionally, without limiting the foregoing, Lessee shall: (a) at all times maintain the buildings and improvements in a good state of repair and preservation, excepting ordinary wear and tear and obsolescence in spite of repair; and Page 17 of 36 (b) replace or substitute any fixtures and equipment which have become inadequate, obsolete, worn out, or unsuitable, with replacement or substitute fixtures and equipment, free of all liens and encumbrances, which shall automatically become a part of the buildings and improvements and revert to City ownership at termination of this Lease, as provided for herein; and (c) at all times keep the Leased Premises, its buildings, improvements, fixtures, equipment and personal property, in a clean and orderly condition and appearance; and (d) provide, and maintain in good working order, all obstruction lights and similar devices, fire protection and safety equipment, and all other equipment of every kind and nature required by applicable laws, rules, orders, ordinances, resolutions or regulations of any competent authority, including Lessor and Aviation Director; and (e) observe all insurance regulations and requirements as required in Article 7 herein concerning the use and condition of the Leased Premises, for the purpose of reducing fire hazards and insurance rates on the Airport; and (f) repair any damage caused by Lessee to paving or other surfaces of the Leased Premises or the Airport, in connection with the scope of the Lease, caused by any oil, gasoline, grease, lubricants, flammable liquids and/or substances having a corrosive or detrimental effect thereon, or by any other reason whatsoever; and (g) take measures to prevent erosion, including, but not limited to, the planting and replanting of grass on all unpaved or undeveloped portions of the Leased Premises; the planting, maintaining and replanting of any landscaped areas; the designing and constructing of improvements on the Leased Premises; and the preservation of as many trees as possible, consistent with Lessee's construction and operations; and (h) be responsible for the maintenance and repair of all utility services lines serving the Leased Premises, including, but not limited to, water and gas lines, electrical power and telephone conduits and lines, sanitary sewers and storm sewers; and (i) keep and maintain all vehicles and equipment operated by Lessee on the Airport in safe condition, good repair, properly licensed and insured, as required by this Lease; and (j) replace broken or cracked plate glass, repair roofing material as needed, paint/repaint structures upon the Leased Premises and, where applicable, mow the grass; and (k) provide and use suitable covered metal receptacles for ail garbage, trash and other refuse; assure that boxes, cartons, barrels or similar items are not piled in an unsightly, unsafe manner, on or about the Leased Premises; promptly collect and remove all trash and foreign materials from parking lots and Leased Premises; provide a complete and proper arrangement, satisfactory to the Aviation Director, for the adequate sanitary handling and disposal (away from the Airport), of all trash, garbage and refuse generated as a result of the operation of Lessee's business; (1) at the expiration or termination of this Lease, deliver the Leased Premises to Lessor clean and free of trash and in good repair and condition, with all fixtures and equipment situated in the Leased Premises in good working order, reasonable wear and tear excepted; and Page 18 of 36 (m) within five (5) calendar days of receipt of Lessor's written request, Lessee shall provide documentation such as invoices, contracts, proof of payment and other records satisfactory to the Aviation Director as evidence of performance of major Maintenance. 15.04 Following consultation with Lessee, the adequacy of the performance of the foregoing Maintenance and repair by Lessee shall be determined by the Aviation Director, whose reasonably exercised judgment shall be conclusive. No more than thirty (30) days after determining the inadequacy of such Maintenance or repair, the Aviation Director shall provide Lessee a written request that Lessee remedy such inadequate Maintenance or repair. Should Lessee fail to undertake any such Maintenance or repair within ten (10) days of receiving written notice from the Aviation Director, or if Lessor performs any Maintenance or repair on behalf of and for Lessee necessitated by Lessee's failure to start or complete Maintenance or repairs, then the costs of such Maintenance or repair, plus any associated overhead reasonably determined by Lessor, plus a 15% administrative fee, shall be reimbursed by Lessee to Lessor no later than ten (10) days following receipt by Lessee of written demand from Lessor for same. In cases not involving Maintenance or repair requiring exigent action, Lessor shall provide Lessee a written request that Lessee perform such Maintenance or repair, at least thirty (30) days before Lessor affects such Maintenance or repair on behalf of Lessee. 15.05 Any Maintenance or repair performed pursuant to this Article 15 will not be part of a Capital Improvement plan. 15.06 The Capital Investment required to exercise an Option, as described in Section 5.02, shall be in addition to the Deferred Maintenance and other Maintenance required in Article 15 herein. ARTICLE 16. TITLE 16.01 It is expressly understood and agreed that any and all fixtures, furniture, equipment, and improvements that may be reasonably removed, placed or maintained by Lessee in the Leased Premises during the Term hereof shall be and remain Lessee's property, and the Leased Premises returned to its original condition at the sole expense of Lessee, normal wear and tear excepted. Provided that Lessee is not in default under this Lease, it may remove or cause to be removed all such items from the Leased Premises, with any damage caused by such removal repaired at the Lessee's sole expense. At Lessor's sole election, any such items remaining on the Leased Premises more than ten (10) days after the expiration or termination of the term hereof, shall then belong to Lessor without payment of consideration therefor. 16.02 Unless otherwise provided, all foundations, buildings, alterations, additions or improvements (improvements") made upon the Leased Premises by Lessee are and shall be the property of Lessee during the Term hereof. During said Term, absent the Aviation Director's written approval, such Improvements shall be conveyed, transferred or assigned, only to a person or entity to whom this Lease is being transferred or assigned, whereupon such Improvements shall become the property of the holder of the leasehold interest hereunder. Absent such written approval of the Director any attempted conveyance, transfer or assignment of Improvements, to any person or entity, whether voluntary, by operation of law or otherwise, shall be void and of no effect. 16.03 Title to Improvements made upon the Leased Premises by Lessee, and fixtures annexed thereto, shall vest in and become the property of Lessor, at no cost to Lessor and without any instrument of conveyance, upon the expiration of the Term of this Lease or upon earlier termination thereof. Notwithstanding the foregoing, Lessee covenants and agrees, upon Lessor's demand, on or after termination of the Lease, to execute any instruments requested by Lessor in Page 19 of 36 connection with the conveyance of such Improvements. Lessor shall notify Lessee whether or not Lessor intends take title to Improvements, or any portion thereof, as herein provided, at least sixty (60) days prior to the expiration of the Term of this Lease or earlier termination thereof. Lessor's failure to provide such notice, however, shall not act as a waiver of its rights hereunder; provided that Lessor, within a reasonable time after receipt of Lessee's written request, advises Lessee of its election hereunder. No obligations under this section herein are waived by the termination of this Lease. 16.04 Should Lessor elect not to take title to Improvements, or any portion thereof, as provided in Section 16.03 above, same shall be removed by Lessee, at its sole cost and risk, no later than midnight of the expiration or termination date of the Lease, in compliance with all applicable laws and regulations and, to the degree reasonably possible, the Leased Premises shall be restored to the condition that existed prior to the construction of same, provided however, that Lessee shall not be required to demolish or remove any building, structure or improvement that was the subject of a Capital Improvement. Plan. Should Lessee fail to undertake such removal within ninety (90) days following the expiration or termination of this Lease, Lessor may undertake such removal at Lessee's expense. The performance guarantee, required under this Lease, may not be applied towards any costs incurred by Lessor for such removal. ARTICLE 17. ENVIRONMENTAL COMPLIANCE 17.01 Lessee agrees that it shall, at its sole expense, comply with all applicable federal, state and local statutes, laws, ordinances, rules and regulations concerning the use and operation of all fuel storage facilities presently existing upon the Leased Premises, including, but not limited to, regulations promulgated by the Environmental Protection Agency ("EPA") as well as all inspection, financial liability and inventory control recording requirements of the EPA, and that it shall provide Lessor with copies of certificates of registration from the Texas Commission on Environmental Quality ("TCEQ") for any existing fuel storage facilities, together with copies of any required proof of financial responsibility and other documentation, such as an "Accord Form" certificate of insurance applicable to above ground fuel storage tanks, income statements or balance sheets, reasonably required by the Aviation Director or applicable regulatory agency. For purposes of this provision, "facilities" are defined as any mobile or fixed, onshore building, structure, installation, equipment, pipe, or pipeline used in fuel storage, fuel gathering, fuel transfer, or fuel distribution. 17.02 During the Term of this Lease and any extensions thereof, should changes in applicable statutes, laws, rules or regulations regarding fuel storage facilities and/or dispensing equipment necessitate the removal, modification or replacement of any component, piping, valves, or connections comprising part of the fuel storage facilities and/or dispensing equipment, potentially including the entire fuel storage facilities, in, on, upon or under the Leased Premises, then such removal, modification or replacement shall be timely undertaken and performed by Lessee, at its sole cost and expense. Furthermore, if requested by Lessor, Lessee shall, no later than Midnight of the termination or expiration of this Lease, at its sole cost, remove said fuel storage facilities, dispensing equipment and/or component(s) thereof from the Leased Premises, perform any required soil or other investigations, perform regulatory remediation and restore the Leased Premises in a condition that complies with all applicable statutes, laws, rules, or regulations governing fuel storage facilities, Provided, however, that if Lessee has made significant improvements to such fuel storage facilities and/or dispensing equipment, as part of a Capital Improvement Plan or as otherwise determined and approved by the Aviation Director, whose approval shall not unreasonably be withheld, such removal by Lessee upon termination or expiration shall not be required. Any such removal of Lessee's property shall be coordinated by Lessee so that there is no unreasonable interference with Airport customers' use of the Airport or Page 20 of 36 of other aeronautical service providers' use and occupancy of other areas at the Airport. In the event Lessee plans to conduct any environmental remediation work on the Leased Premises, Lessee shall give the Aviation Director and the aeronautical service providers adjacent to Lessee written notice of the same, with a general description of the work to be conducted, including if Lessee anticipates that such work will impact the use and occupancy of adjacent areas at the Airport and, if so, how Lessee intends to minimize such impact. Following the termination or expiration of this Lease, City will conduct a comprehensive environmental assessment to determine compliance with TCEQ and/or EPA standards, at Lessee's sole expense, to reasonably determine if any environmental pollution or contamination exists and, if so, an accepted contamination removal program shall be implemented at Lessee's sole expense. Lessee or any City approved sub lessee shall remain liable for any discharge if contamination is found at a future date if such discharge is the responsibility of Lessee or sub lessee. 17.03 Lessee shall, in conducting any activity or business on the Leased Premises, including environmental response or remedial activities, comply with all environmental laws, including, but not limited to, those regarding the generation, storage, use, transportation and disposal of solid wastes, hazardous materials, toxic chemicals, special wastes or other contaminants, and all laws, regulations and notice requirements pertaining to releases or threatened releases of hazardous materials, toxic chemicals, special wastes or other contaminants into the environment. Lessee shall not cause the release, or permit its employees, agents, permittees, contractors, subcontractors, sublessees, or others in Lessee's control, supervision, or employment, to release (whether by way of uncapping, pouring, spilling, spraying, spreading, attaching or otherwise), into or onto the Leased Premises or any other location upon or above the Airport (including the air, ground and groundwater thereunder and the sewer and storm water drainage systems thereon), any quantity of hazardous substances (as defined or established from time to time by applicable local, state, or federal law and including, among other things, hazardous waste and any other substances that have been or may in the future be determined to be toxic, hazardous or unsafe). To the extent any such release may exceed quantities or volumes permitted by applicable federal, Texas or local law, Lessee shall immediately notify the Aviation Director, TCEQ, and Local Emergency Planning Committee, as may be required under the federal Emergency Planning and Community Right To Know Act. The Lessee, or any occupant of Leased Premises, shall be responsible for compliance with said Act, in the event of any such release. 17.04 Lessee shall remedy any release or threatened release caused by Lessee's operations at the Airport, as described above and, whether resulting from such release or otherwise, remove any hazardous materials, special wastes and any other environmental contamination caused by Lessee on, under or upon the Leased Premises, as may be required by a governmental or regulatory agency responsible for enforcing environmental laws and regulations. Such work shall be performed, at Lessee's sole expense, after Lessee submits to Lessor a plan, approved in writing by the appropriate governmental or regulatory agency(ies) responsible for enforcing such environmental laws and regulations, for completing such work, Lessor shall have the right to review and inspect all such work at any time, using consultants and representatives of its choice, at Lessor's sole cost and expense. Specific cleanup levels for any environmental remedial work shall be designed to meet all of the applicable environmental laws and regulations, to the satisfaction of the appropriate government or regulatory agency responsible for enforcing environmental laws and regulations. 17.05 Lessee agrees to defend, indemnify and hold harmless Lessor, its elected and appointed officials, officers, agents and employees, from and against any and all reasonable losses, claims, liability, damages, injunctive relief, injuries to person, property or natural resources, costs, expenses, Page 21 of 36 enforcement actions, actions or causes of action, fines and penalties, arising as a result of action or inaction of Lessee, its officers, employees, sublessees, guests, invitees, agents or contractors, in connection with the release, threatened release or presence of any hazardous material, contaminants, or toxic chemicals at, on, under, over or upon the Leased Premises or Airport, whether or not foreseeable. The foregoing indemnity includes, without limitation, all reasonable costs at law or in equity for removal, clean-up, remediation and disposal required to bring the Leased Premises or Airport to be in compliance with, all applicable environmental laws and regulations and all reasonable costs associated with claims for damages to persons, property or natural resources arising out of Lessee's use and occupancy of the Leased Premises or its operations at the Airport. In the event that Lessor is named in any enforcement action or lawsuit by any party in connection with the environmental condition of the Leased Premises caused by the action or inaction of the Lessee, its officers, employees, sublessees, guests, invitees, agents or contractors, Lessee shall defend Lessor and indemnify and hold harmless Lessor from any reasonable costs, damages, fines and penalties resulting therefrom. Nothing in this Lease shall prohibit Lessee from pursuing contribution or indemnity for such cleanup costs or remediation by other responsible parties and the Aviation Director shall provide reasonable cooperation and coordination in such endeavors. 17.06 In addition to any other rights of access herein regarding the Leased Premises, Lessor shall, upon reasonable notice, have access thereto in order to inspect and confirm that the Lessee is using same in accordance with all applicable environmental laws and regulations. Lessee shall, upon the Aviation Director's reasonable demand and at Lessee's sole expense, demonstrate to said Director (through such tests, professional inspections, samplings, or other methods as may be reasonably required by said Director) that Lessee has not caused or permitted any release of hazardous substances or contaminants in excess of quantities or volumes permitted by applicable federal, Texas or local law. Qualified independent experts, chosen by Lessee, subject to Lessor's approval, which approval shall not be unreasonably withheld, shall conduct any such tests and assessments. Lessee shall provide copies of reports from any such testing or assessments to Lessor upon receipt. Should Lessee not provide same to Lessor after Lessor's written request therefor, Lessor may conduct, or cause to be conducted, such tests, inspections, samplings and assessments, and Lessee shall reimburse Lessor for all costs of such actions, no later than thirty (30) days following receipt by Lessee of invoices therefor. Lessor reserves the right to conduct any of the above actions, at the Aviation Director's discretion, when in the opinion of same, additional or supplemental assessments are in Lessor's best interest. 17.07 Lessee, at Lessor's request, shall make available for inspection and copying, upon reasonable notice and at reasonable times, any or all of the non -privileged documents and materials Lessee has prepared pursuant to any environmental law or regulation, which may be retained by Lessor or submitted to any governmental regulatory agency; provided, such documents and materials relate to environmental regulatory compliance and pertain to the Airport or the Leased Premises. If any environmental law or regulation requires Lessee to file any notice or report of a release or threatened release of regulated materials on, under or about the Leased Premises or the Airport, Lessee shall promptly submit such notice or report to the appropriate Page 22 of 36 governmental agency and simultaneously provide a copy of such report or notice to Lessor. In the event that any written allegation, claim, demand, action or notice is made against Lessee regarding Lessee's failure or alleged failure to comply with any environmental law or regulation, Lessee, as soon as practicable, shall notify Lessor in writing and provide same with copies of any such written allegations, claims, demands, notices or actions so made. 17.08 The parties to this Lease, including the tenants or sublessees who may enjoy a future right of occupation through Lessee, acknowledge a right and a duty in Lessor, exercised by the Aviation Director, to review safety and potential environmental impacts of any proposed operation, business, maintenance or other activity of the Lessee and its sublessees. To this end, said Director shall have authority to disapprove an activity of the Lessee and/or any sublessee not otherwise expressly permitted under this Lease, on the basis of a risk assessment. The parties understand that Leased Premises are not intended for use involving refining, processing, manufacturing, maintenance (other than aircraft maintenance and repair permitted hereunder or as may be required by the Minimum Standards), overhaul, or similar heavy industrial activities entailing use, storage, manufacture, or transport of critical volumes of regulated or hazardous materials or toxic chemicals. For purposes of this Lease, "critical volumes" are those which pose or may pose an unreasonable risk to Airport property, its occupants, employees or the traveling public. ARTICLE 18. SIGNS Any signs installed on the Leased Premises shall be submitted to the Aviation Director for approval prior to installation. Lessee shall neither erect signs nor distribute advertising matter upon Airport Premises, without the prior written consent of the Aviation Director. All signage must be in compliance with applicable City code standards and restrictions. ARTICLE 19. REGULATIONS Lessee's officers, agents, employees, contractors, subcontractors, tenants and subtenants shall obey all rules and regulations promulgated by Lessor, its authorized agents in charge of the Airport, or other lawful authority, to insure the safe and orderly conduct of operations and traffic thereon. ARTICLE 20. QUALITY OF SERVICES Lessee shall, at all times, furnish good, prompt and efficient commercial aviation services, in compliance with the applicable Minimum Standards, adequate to meet demand for same at the Airport, furnish said services on a nonrdiscriminaiory basis to all users thereof, and charge non- discriminatory prices for each unit of sale or service; provided, however, that Lessee will be allowed to make reasonable and non-discriminatory discounts, rebates or other similar types of price reductions to volume purchasers. ARTICLE 21. TIME OF EMERGENCY During time of war or national emergency, Lessor shall have the right to lease the landing area or any part thereof to the United States for government use, and, if such lease is executed, the provisions of this Lease, insofar as they are inconsistent with those of the Government lease, shall be suspended. Page 23 of 36 ARTICLE 22. SUBORDINATION OF LEASE & RIGHT OF RECAPTURE 22.01 This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States of America and/or the State of Texas regarding operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of Federal or state funds for the development of the Airport. Should the effect of such agreement with the United States be to take any of the property under lease, or substantially alter or destroy the commercial value of the leasehold interest granted herein, Lessor shall not be held liable therefore, but, in such event, Lessee may cancel this Lease upon ten (10) days' written notice to Lessor. Notwithstanding the foregoing, Lessor agrees that, in the event it becomes aware of any such proposed or pending agreement or taking, Lessor shall utilize its best efforts to give the maximum possible notice thereof to Lessee. Any portion of the Leased Premises recaptured from Lessee under this provision shall result in a proportionate abatement of rent as of the date the recapture is effectuated. 22.02 Lessor shall have the right to recapture any or all of the Leased Premises to the extent that such are necessary for the City's development, improvement, and or maintenance of the Airport's runways and taxiways; for protection or enhancement of flight operations; or for other development in compliance with any current or future Airport Master Plan and Airport layout plan. In the event of any such recapture, Lessee and Lessor shall execute an amendment reflecting a corresponding adjustment to the Leased Premises and rent, according to the then applicable rental rates. In the event Lessee has made an investment in accordance with an approved Capital Improvement Plan during the Initial Term of this Agreement or any extension thereof and a portion or all of the Leased Premises are recaptured, the total Direct Construction Costs for the approved Capital Improvement Plan associated with said Option shall be amortized on a straight line basis over the term of that Option and a payment issued by the City to the Lessee for the unamortized amount of the Direct Construction Costs for the approved Capital Improvement Plan for the remaining balance of that Option term, with payment to be made within sixty (60) days of such amendment. ARTICLE 23. SECURITY 23.01 Lessee shall comply with all rules, regulations, statutes, orders, directives or other mandates of the United States or State of Texas, regarding Airport security requirements or measures. Additionally, Lessee shall comply with the Airport Security Program, as may be amended from time to time, a copy of which will be provided by Lessor to Lessee upon request. Lessor reserves the right to require Lessee to install access control system(s) and/or surveillance cameras at all points of access from public areas to security -restricted areas. Airport security officials must be able to access, inspect and monitor such access control system(s) and/or surveillance cameras required by Lessor. 23.02 Lessee shall comply with all current and future mandates of the Transportation Security Administration, or successor agency, for background investigations of its personnel. 23.03 Lessee shall indemnify and hold harmless Lessor, its officers, officials, employees, and agents from any charges, fines or penalties that may be assessed or levied by any department or agency of the United States or State of Texas, by reason of Lessee's failure to comply with any applicable security provision and/or requirement for compliance set Page 24 of 36 forth herein. Lessee is responsible for payment of all such fines and penalties. ARTICLE 24. DEFAULT AND REMEDIES 24.01 Each of the following shall constitute an event of default by Lessee or its parent company, successor company or related company(ies): (a) Lessee shall fail to pay any rent as provided for in this Lease and such failure shall continue for a period of ten (10) days after receipt by Lessee of written notice thereof. (b) Lessee shall neglect or fail to perform or observe any of the terms, provisions, conditions or covenants herein contained, and if such neglect or failure should continue for a period of thirty (30) days after receipt by Lessee of written notice of same, or if more than thirty (30) days shall be required because of the nature of the default, if Lessee shall fail within said thirty (30) day period to commence and thereafter diligently proceed to cure such default. {c) Lessee shall become insolvent; take the benefit of any present or future insolvency statute; make a general assignment for the benefit of creditors; file a voluntary petition in bankruptcy or a petition or answer seeking a reorganization or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof; or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property. (d) An Order of Relief shall be entered, at the request of Lessee or any of its creditors, under federal bankruptcy, reorganization laws or any law or statute of the United States or any state thereof. (e) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Lessee and shall not be dismissed within thirty (30) days after the filing thereof. (f) Pursuant to, or under the authority of, any legislative act, resolution, rule, or any court, governmental, agency or board order or decree or officer, a receiver, trustee, or liquidator shall take possession or control of all or substantially all of the property of Lessee and such possession or control shall continue in effect fora period of fifteen (15) days. (g) Lessee shall become a corporation in dissolution or voluntarily or involuntarily forfeit its corporate charter. (h) The rights of Lessee hereunder shall be transferred to, pass to or devolve upon, by operations of law or otherwise, any other person, firm, corporation or other entity, in connection with or as a result of any bankruptcy, insolvency, trusteeship, liquidation or other proceeding or occurrence described in Paragraphs c through g of this Section 24.01. (i) Lessee shall voluntarily discontinue its operations at the Airport for a period of ninety (90) consecutive days. (j) If Lessee sells, transfers or assigns this Lease to or is sold, transferred or assigned a lease from any entity or organization that has an interest in any other FBO operating at the Airport. Page 25 of 36 24.02 In the event any default shall occur, Lessor then, or at any time thereafter, but prior to the removal of such condition of default, shall have the right, at its election, either to terminate this Lease and/or any sublease agreements that Lessee may have, by giving at least five (5) days written notice to Lessee, at which time Lessee will then quit and surrender the Leased Premises to Lessor, but Lessee shall remain liable as herein provided, or enter upon and take possession of the Leased Premises (or any part thereof in the name of the whole), without demand or notice, and repossess the same as of the Lessor's former estate, expelling Lessee and those claiming under Lessee, forcibly if necessary, without prejudice to any remedy for arrears of rent or preceding breach of Lease. 24.03 Lessor's repossession of the Leased Premises shall neither be construed as an election to terminate this Lease and/or any sublease agreements that Lessee may have nor shall it cause a forfeiture of rents or other charges remaining to be paid during the balance of the term hereof, unless a written notice of such intention be given to Lessee, or unless such termination is decreed by a court of competent jurisdiction. 24.04 Upon repossession, Lessor shall have the right, at its election, whether or not this Lease and/or any sublease agreements that Lessee may have shall be terminated, to relet the Leased Premises or any part thereof for such period(s), which may extend beyond the term hereof, at such rent and upon such other terms and conditions as Lessor may, in good faith, deem advisable. Notwithstanding any law or anything contained herein to the contrary, to the full extent permitted under applicable law, Lessee and Lessor agree that Lessor's duty to relet the Leased Premises or otherwise to mitigate damages hereunder shall be limited to those requirements set forth in the Texas Property Code, as amended. Lessor shall in no event be liable, and Lessee's and sub lessees' liability shall not be affected or diminished whatsoever, for failure to relet the Leased Premises, or in the event the Leased Premises are relet, for failure to collect any rental under such reletting, so long as the Lessor uses objectively reasonable efforts to comply with said Property Code. Lessor and Lessee agree that any such duty shall be satisfied and Lessor shall be deemed to have used objective reasonable efforts to relet the Leased Premises and mitigate Lessor's damages by: (a) posting a "For Lease" sign on the Leased Premises; (b) advising Lessor's lease agent, if any, of the availability of the Leased Premises; and (c) advising at least one (1) outside commercial brokerage entity of the availability of the Premises. 24.05 In the event that Lessor elects to relet, rentals received by same from such reletting shall be applied: first, to the payment of any indebtedness, other than rent due hereunder from Lessee under this Lease; second, to the payment of any cost of such reletting; third, to the payment of rent due and unpaid hereunder; and finally, the residue, if any, shall be held by Lessor and applied hereunder. Should that portion of such rentals received from such reletting during any month, which is applied to the payment of rent hereunder, be Tess than the rent payable during that month by Lessee hereunder, then Lessee shall pay such deficiency to Lessor. Such deficiency shall be calculated and paid monthly. Lessee shall also pay to Lessor, as soon as ascertained, any costs and expenses incurred by Lessor in such reletting not covered by the rentals received from such reletting of the Leased Premises. 24.06 If Lessor shall terminate this Lease or take possession of the Leased Premises by reason of a condition of default, Lessee and those holding under Lessee, shall forthwith remove their goods and effects from the Leased Premises. If Lessee or any such claimant shall fail to effect such removal forthwith, Lessor may, without liability to Lessee or those claiming under Lessee, remove such goods and effects and store same for the account of Lessee or of the owner thereof at any place selected by Lessor, or, at Lessor's election, and upon giving fifteen (15) days' written notice to Lessee of date, time and location of sale, Lessor may sell the same at public auction or private sale on such terms and conditions as to price, payment and otherwise, as Lessor in its Page 26 of 36 sole discretion may deem advisable. If, in Lessor's judgment, the cost of removing and storing, or of removing and selling any such goods and effects, exceeds the value thereof or the probable sale price thereof, as the case may be, Lessor shall have the right to dispose of such goods in any manner Lessor may deem advisable. 24.07 Lessee shall be responsible for all costs of removal, storage and sale, and Lessor shall have the right to reimburse the Airport from the proceeds of any sale for all such costs paid or incurred by Lessor. If any surplus sale proceeds remain after such reimbursement, Lessor may deduct from such surplus any other sum due to Lessor hereunder and shall pay over to Lessee any remaining balance of such surplus sale proceeds. 24.08 If Lessor shall enter into and repossess the Leased Premises as a result of Lessee's default in the performance of any of the terms, covenants or conditions herein contained, then Lessee hereby covenants and agrees that it will not claim the right to redeem or re-enter the said Premises to restore the operation of this Lease , and Lessee hereby waives the right, and the right of any party claiming through or under Lessee, to such redemption and re-entrance under any present or future law, and does hereby further, for any party claiming through or under Lessee, expressly waive its right, if any, to make payment of any sum or sums of rent, or otherwise, of which Lessee shall have made default under any of the covenants of the Lease and to claim any subrogation of the rights of Lessee under these presents, or any of the covenants thereof, by reason of such payment. 24.09 All rights and remedies of Lessor herein created or otherwise existing at law are cumulative, and the exercise of one or more rights or remedies shall not be taken to exclude or waive the right to the exercise of any other. All such rights and remedies may be exercised and enforced concurrently, whenever and as often as deemed desirable. 24.10 If proceedings shall, at any time, be commenced for recovery of possession, as aforesaid, and compromise or settlement shall be effected either before or after judgment whereby Lessee shall be permitted to retain possession of the Leased Premises, then such proceeding shall not constitute a waiver of any condition or agreement contained herein or of any subsequent breach thereof or to this Lease. 24.11 Any amount paid or expense or liability incurred by Lessor for the account of Lessee may be deemed to be additional rental and the same may, at the option of Lessor, be added to any rent then due or thereafter falling due hereunder. ARTICLE 25. HOLDING OVER It is agreed and understood that any holding over by Lessee or sub lessee, with Lessor's written consent, at sole discretion of Lessor, after the termination of this Lease, shall not renew and extend same, but shall operate and be construed as a tenancy from month-to-month, not to exceed six (6) months, upon all the terms and conditions set forth herein, except that rental shall be paid to Lessor by Lessee for all buildings on the Leased Premises at one hundred twenty-five percent (125%) the then current rents, fees and charges in effect as of the end of the primary term of this Lease or the ground rental rate established through appraisal, whichever is greater. Lessee shall be liable to Lessor for all loss or damage resulting from such holding over against Lessor's will after the termination of this Lease, whether such Toss or damage may be contemplated at this time or not. It is expressly agreed that acceptance of the foregoing rental by Lessor, in the event that Lessee fails or refuses to surrender possession, shall not operate to give Lessee any right to remain in possession beyond the period for which such amount has been paid nor shall it constitute a waiver by Lessor of its right to immediate possession thereafter. Page 27of36 ARTICLE 26. ASSIGNMENT AND SUBLET 26.01 Lessee shall not transfer or assign this Lease or Lessee's interest in or to the Leased Premises, or any part thereof, without having first obtained Lessor's prior written consent, which may be given only by or pursuant to an ordinance enacted by the City Council of the City of Corpus Christi, Texas. Lessee may not assign or sublet this Lease to any other FBO operating at the Airport or to any entity or organization that has any financial, equity or ownership interest in any other FBO operating at the Airport. Notwithstanding the foregoing and for so long as any pledge or collateral assignment of Lessee's interest in the Lease shall be by instrument substantially in such form as shall have previously been approved by the City Council, the consent of Lessor to such pledge or collateral assignment may be given by Lessor acting by and through the Aviation Director. 26.02 Lessor acknowledges and agrees that the subletting of hangar, office, shop and ramp space comprises a routine and material part of Lessee's business operations. In the event Lessee subleases any such space, Lessee shall submit to the Director a copy of the applicable sublease agreement(s) and of all agreement(s) collateral thereto. The identity of the sublessee, the area or space to be subleased, the rental to be charged and the type of business to be conducted shall be specified in any such sublease. In the alternative, at the election of the Director, Lessee shall instead periodically submit to the Director a schedule of all subtenants occupying space upon the Leased Premises, with such other detail as may be reasonably requested. 26.03 Should the subletting of the Leased Premises be approved by Lessor, however, Lessee agrees and acknowledges that it shall remain fully and primarily liable under this Lease, notwithstanding any such sublease and that any such sublessee shall be required to attom to Lessor hereunder. 26.04 The receipt by the Lessor of rent from an assignee, subtenant or occupant of the Leased Premises shall not be deemed a waiver of the covenant in this Lease against assignment and subletting or an acceptance of the assignee, subtenant or occupant as a tenant or a release of the Lessee from further observance or performance by Lessee of the covenants contained in this Lease. No provision of this Lease shall be deemed to have been waived by the Lessor, unless such waiver is in writing, signed by the Aviation Director. ARTICLE 27. FIRE AND OTHER DAMAGE 27.01 In the event the Premises shall be partially damaged by fire or other casualty through no fault of Lessee, Lessee shall give immediate notice thereof to Lessor and the same shall be repaired, at Lessor's expense, without unreasonable delay, unless Lessor determines that the damage is so extensive that repair or rebuilding is not feasible. From the date of such casualty until repair, monthly rents, fees and charges hereunder shall abate based on the proportion of the Premises destroyed, or rendered untenantable, bears to the total Premises; provided, however, that if said Premises shall be so slightly damaged in any such way so as to be rendered usable, the rent hereunder shall not cease or be abated during any repair period. In the event that the damage to the Premises, by fire or other casualty, is so extensive that the Premises is rendered wholly unusable, and such damage to the Premises, in the exclusive judgment of Lessor, makes occupancy and use to be impractical, then at the option of the Lessor, and upon notice to Lessee, this Lease, as it applies to said Premises, shall cease, and the rent hereunder shall be apportioned and paid up to date of such damage. If Lessor elects to restore the Premises, Lessor shall notify Page 28 of 36 Lessee of such intention within thirty (30) days of the date of the damage, otherwise the Lease, as applicable to said Premises, shall be deemed canceled and of no further force or effect. 27.02 Lessor's obligations to rebuild or repair under this Article shall, in any event, be limited to restoring said Premises to substantially the condition that existed prior to the commencement of improvements, if any, performed by Lessee and shall further be limited to the extent of the insurance proceeds available to Lessor for such restoration. Lessee agrees that if Lessor elects to repair or rebuild as set forth in this Article, then Lessee will proceed with reasonable diligence, at its sole cost and expense, to rebuild, repair and restore its improvements, signs, fixtures, furnishings, equipment and other items provided or installed by Lessee in or about the Leased Premises in a manner and to a condition at least equal to that which existed prior to the damage or destruction. ARTICLE 28. LAWS AND ORDINANCES Lessee agrees to comply promptly with all laws, ordinances, orders and regulations affecting the Leased Premises, including, but not limited to, those related to its cleanliness, safety, operation, security, environmental, use and business operations. Lessee shall comply with all Federal, State and local regulations concerning its operation on the Airport and shall indemnify and hold harmless Lessor, its officers and employees, from any charges, fines or penalties that may be assessed or levied by any department or agency of the United States, the State of Texas, or any other governmental agencies, or their successor agencies, with jurisdiction over the Airport by reason of Lessee's failure to comply with the terms of this Article or with any other terms set forth in this Lease. ARTICLE 29. TAXES AND LICENSES Lessee shall, at its sole cost and expense, pay on or before their respective due dates, to the appropriate collecting authority, all Federal, State and local taxes and fees, which are now or may hereafter be levied upon the Lessee, Leased Premises, the business conducted thereon or upon any of Lessee's property used in connection therewith including, but not limited to, any possessory interest taxes. Lessee shall also maintain and provide to the City upon request, in current status, all Federal, State and local licenses and permits required for the operation of its business. ARTICLE 30. NONDISCRIMINATION & AFFIRMATIVE ACTION REGULATIONS 30.01 Any discrimination by Lessee, its sublessees, agents or employees, based on race, color, creed, sex, age, religion, national origin or handicap, in employment practices, use of or admission to the Leased Premises, is prohibited. 30.02 Lessee for itself, its successors and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the Lease, that in the event facilities are constructed, maintained or otherwise operated on the Leased Premises, for a purpose for which a DOT program or activity is extended or for another purpose involving the provision of similar services or benefits, Lessee shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CFR pt 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended. Page 29 of 36 30.03 Lessee for itself, its successors and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the. Lease, that: (a) no person, on the grounds of race, color, creed, sex, age, religion, national origin or handicap, shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, in the use of said facilities; (b) that in the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color, creed, sex, age, religion, national origin or handicap shall be excluded from participation, denied the benefits of, or otherwise be subjected to discrimination; and (c) that Lessee shall use the Leased Premises in compliance with all other requirements imposed by or pursuant to 49 CFR pt 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended. 30.04 Lessee agrees that it will comply with applicable statutes, Executive Orders and such rules as are promulgated by applicable state, federal or municipal agencies to assure that no person shall be excluded from participating in any activity conducted with or benefiting from Federal assistance an the basis of race, creed, color, national origin, sex age, or handicap. Lessee, is successors and assigns, shall be obligated to comply with the provisions of this Section 30.04 for the period during which Federal assistance is extended to the Airport during the Term of this Lease, except where Federal assistance is to provide, or is in the form of personal property or real property or interest therein or structures of improvements thereon.. In these cases, this Section 30.04 shall apply to Lessee, its successors and assigns, through the later of: (a) the period during which such property is used by Lessor, its successors and assigns for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or (b) the period during which Lessor, its successors or assigns, retains ownership or possession of the Leased Premises. ARTICLE 31. WAGES and EMPLOYMENT Lessee shall comply with all federal, state and local wage and employment laws, ordinances, rules and regulations. All employees must be legally employable in the United States. ARTICLE 32. FORCE MAJEURE If either party shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, war, terrorism, inability to procure materials, restrictive governmental laws or regulations or other cause, without fault and beyond the control of the party obligated (the financial inability of the party excepted), performance of such act shall be extended by a period equal to the period of such delay; provided, however, that nothing in this paragraph shall excuse Lessee from the prompt payment of any rental except as may be expressly provided otherwise in this. Lease; and further provided that the party relying on this paragraph shall provide written notice to the other party notifying such other party of the force majeure event promptly after such force majeure event, and shall proceed with all diligence to complete the performance of the act upon the cessation of the force majeure event. ARTICLE 33. ATTORNEYS' FEES Excluding an action to enforce the indemnification provisionsof this Lease Agreement, in the event that Lessor or Lessee brings an action under this Lease to enforce this Lease, each party shall be responsible for their own attorneys' fees incurred in the defense or prosecution thereof. Page 30 of 36 ARTICLE 34. SEVERABILITY If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws, it is the parties' intention that the remainder hereof not be affected. In lieu of each clause or provision that is illegal, invalid or unenforceable, the parties intend that there be added, as a part of this Lease, a clause or provision, as similar in termsto such illegal, invalid or unenforceable clause or provision, as may be possible, yet be legal, valid and enforceable. ARTICLE 35. AMENDMENT This Lease, together with its authorizing ordinance, constitutes the entire agreement between the parties. No amendment, modification or alteration of the terms of this Lease shall be binding, unless the same is in writing, dated subsequent to the date hereof and duly executed by the parties hereto. ARTICLE 36. NOTICES Notices to City provided for in this Agreement shall be sufficient if sent by registered or certified mail, postage prepaid, addressed to the Aviation Director, Corpus Christi International Airport, 1000 International Drive, Corpus Christi, Texas 78406; and notices to Lessee shall be sufficient if sent by registered or certified mail, postage prepaid, addressed to: Signature Flight Support Corporation Attn: General Manager 574 Hangar Lane Corpus Christi, Texas 78406 with a copy to: Signature Flight Support Corporation Attn: General Counsel 201 South Orange Avenue, Suite 1100 Orlando, Florida 32801 or to such other respective addresses as the parties may designate to each other in writing from time to time. ARTICLE 37. RELATIONSHIP OF PARTIES Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent, partners, joint venturers or any other similar such relationship, between the parties hereto. It is understood and agreed that neither the method of computation of rent, nor any other provision contained herein, nor any acts of the parties hereto, creates a relationship other than one of Lessor and Lessee. ARTICLE 38. CUMULATIVE REMEDIES NO WAIVER - NO ORAL CHANGE The specific remedies of the parties under this Lease are cumulative and do not exclude any other remedies to which they may be lawfully entitled, in the event of a breach or threatened breach hereof. The failure of either party ever to insist upon the strict performance of any covenant of this Page 31 of 36 Lease, or to exercise any option herein contained, shall not be construed as its future waiver or relinquishment thereof. Lessor's receipt of a rent payment, with knowledge of the breach of any covenant hereof, shall not be deemed a waiver of such breach. Further, no waiver, change, modification or discharge by either party of any provision of this Lease shall be deemed to have been made or be effective, unless in writing and signed by the party to be charged. In addition to other remedies herein, the parties shall be entitled to an injunction restraining the violation, or attempted violation, of any of the covenants, conditions or provisions hereof, or to a decree compelling performance of same; subject, however, to other provisions herein. ARTICLE 39. CONFLICT OF INTEREST Lessee warrants and certifies, and this contract is made in reliance thereon, that it, its officers, employees and agents are neither officersnor employees of the City. Lessee further warrants and certifies that is has tendered to the City a true and correct Disclosure Statement in compliance with Section 2-349 of the City's Ethics Code. ARTICLE 40. GENERAL PROVISIONS 40.01 Incorporation of Exhibits. All exhibits referred to in this Lease are intended to be and hereby are specifically made a part of this Lease. EXHIBIT 1: Leased Premises EXHIBIT 2: November 18, 2011 Appraisal EXHIBIT 3: PGAL Structural Report EXHIBIT 4: Deferred Maintenance Items and Budget EXHIBIT 5: Fees and Charges 40.02 Incorporation of Required Provisions, Lessor and Lessee incorporate herein by this reference all provisions lawfully required to be contained herein by any governmental body or agency. 40.03 Nonexclusive Rights. It is understood and agreed that nothing herein contained shall be construed to grant to Lessee any exclusive right or privilege within the meaning of Section 308 of the Federal Aviation Act, as amended, for the conduct of any activity on the Airport, except that, subject to the terms and provisions hereof, Lessee shall have the right to exclusive possession of the Leased Premises. 40.04 Removal of Disabled Aircraft. Lessee shall promptly remove any disabled aircraft that is in the care, custody, or control of Lessee from any part of the Airport (other than the Leased Premises) (including, without limitation, runways, taxiways, aprons, and gate positions) and place any such disabled aircraft in such storage areas as may be designated by the Aviation Director. Except as to aircraft subject to bailment and/or for which Lessee is owed money from a customer, Lessee may store such disabled aircraft only for such length of time and on such terms and conditions as may be established by Lessor. If Lessee fails to remove any of disabled aircraft promptly, the Aviation Director may, but shall not be obligated to, cause the removal of such disabled aircraft after written notice to Lessee (except in the event of emergency), provided, however, the obligation to remove or store such disabled aircraft shall not be inconsistent with federal laws and regulations and Lessee agrees to reimburse Lessor for all costs of such removal, and Lessee further hereby releases Lessor from any and all claims for damage to the disabled aircraft or otherwise arising from or in any way connected with such removal by Lessor unless caused by the negligence or recklessness of Lessor. Page 32 of 36 40.05 Airport Access License/Permit. Lessor reserves the right to establish a licensing or permit. procedure for vehicles requiring access to the Airport operational areas and to levy directly against Lessee or its suppliers a reasonable regulatory or administrative charge (to recover the cost of any such program) for issuance of such Airport access license or permit. 40.06 Compliance with 14 CFR pt 77. Lessee agrees to comply with the notification and review requirements covered in Part 77, Title 14, Code of Federal Regulations, FAA Regulations, in the event future construction of a building is planned for the Leased Premises, or in the event of any planned modification or alteration of any present or future building or structure situated on the Leased Premises. 40.07 Reservations re: Airspace and Noise. There is hereby reserved to Lessor, its successors, and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Leased Premises. 40.08 Inspection of Books and Records. Each party hereto, at its expense and on reasonable notice, shall have the right from time to time to inspect and copy the books, records, and other data of the other party relating to the provisions and requirements hereof, provided such inspection is made during regular business hours and such is not prohibited by the U.S. Government 40.09 Independent Contractor, Lessee is not an employee or agent of City by reason of this Lease, or otherwise. Lessee shall be solely responsible for its acts and omissions arising from or relating to its operations or activities at Airport, or lease of property herein. 40.10 Authority of Agreement. Lessee warrants and represents that it has the right, power, and legal capacity to enter into, and perform its obligations under this Lease, and no approvals or consents of any persons are necessary in connection with it. The execution, delivery, and performance of this Lease by the undersigned Lessee representatives have been duly authorized by all necessary corporate action of Lessee, and this Lease will constitute a legal, valid, and binding obligation of Lessee, enforceable in accordance with its terms. 40.11 Authority of the Aviation Director. The Aviation Director shall administer this Lease on behalf of Lessor. Whenever this Lease calls for approval by Lessor, such approval shall be evidenced, in writing, by either the Aviation Director or the City Manager of the City of Corpus Christi or his designee, in accordance with the requirements of the City Charter. In no event shall this language be considered a waiver by Lessee to object to decisions by the Aviation Director which it considers to be arbitrary, capricious or inconsistent with any express obligations to act reasonably set forth herein. 40.12 Consent. Unless stipulated otherwise herein, whenever the consent or approval of either party hereto is required or authorized hereunder, such consent or approval shall not be unreasonably withheld, unreasonably conditioned, or unreasonably delayed. 40.13 Net Agreement. It is the intent and purpose of the City and Lessee that all rental payable by Lessee herein shall be absolutely net to the City so that this Lease shall yield to City the entire rent specified, in each year of this Lease, free of any charges, assessments, impositions or deductions of any kind or character which may be charged, assessed, or imposed on or against Lessee or the Leased Premises, without abatement, deduction or set-off by Lessee. Page 33 of 36 40.14 Noise Control. Lessee, far itself and each of its officers, representatives, agents, employees, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees, or suppliers shall not conduct any operation or activity on the Leased Premises, or elsewhere at the Airport, in which the sound emitting therefrom is of such volume, frequency or intensity at such time as to constitute a nuisance. The Aviation Director shall have the sole and exclusive authority to determine what constitutes a nuisance under the provisions of this Lease Agreement recognizing the permitted uses granted hereunder, except that operations and activities having noise levels not in violation of federal, State, or local governmental standards shall not be deemed a nuisance. 40.15 Time is of the Essence. Time shall be of the essence in complying with the terms, conditions and provisions of this Lease. 40.16 Vehicular Parking. Vehicular parking in the areas included in the Leased Premises shall be restricted to parking directly related to Lessee's operations on the Leased Premises by Lessee, its officers, representatives, agents, employees, guests, patrons, volunteers, contractors, subcontractors, licensees, and suppliers. Access to vehicular parking areas within the Leased Premises shall be coordinated through the Airport's overall parking management program. ARTICLE 41. AUDIT Lessee shall keep complete and accurate accounts, records and books pertaining to the lease of the Leased Premises and FBO services rendered in connection with the permitted uses under this Lease, including all expenses, costs and expenditures for the Leased Premises and other information reasonably necessary or pertinent to determine the amounts due and payable under this Lease. Such records may be kept by Lessee at its local office or at the management office for the Leased Premises for seven (7) years after each annual financial statement has been delivered to Lessor. Such books and records shall be made available to the City and its agents (or copies shall be furnished at the City's request) at all times, on not Tess than five (5) Business Days' notice, during regular business hours for examination and audit. If such books and records are located outside the City of Corpus Christi, Lessee shall make them available to the City within the City of Corpus Christi. If the results of such examination by the City establish a deficiency in Proceeds Rent payable to the City, Lessee shall within ten (10) days' pay to the City the deficiency. In the event that a deficiency in such Proceeds Rent of five percent (5%) or more is established for any calendar year, Lessee shall pay the full cost of any examination requested by the City if Lessee is responsible for such deficiency, and Lessee shall also pay interest at the Default Rate on said deficiency in Proceeds Rent from the time it should have been paid until the date paid. The inspection on behalf of the City may be made by an officer, employee or other designee of the City. Lessor shall have the right during each calendar or fiscal year to authorize an audit of Lessee's records pertaining to its operation on the airport. Such audits shall be undertaken by the Lessor's staff or a firm of certified public accountants, satisfactory to Lessor. Except with respect to an audit of Proceeds Rent as set forth above, the cost of such audit shall be paid by Lessor, unless the results of such audit reveal a discrepancy of more than three percent (3%) between the amounts that should have been paid under this Lease and the amounts actually paid during any calendar or fiscal year. In case of such discrepancy, the full cost of the audit shall be paid by Lessee. Any additional auditing expense resulting from Lessee's inability or refusal to provide records as required by the auditor shall be paid by Lessee. The Lessee shall forthwith pay to the Page 34 of 36 Lessor the full amount of fees due based upon the results of the audit if a discrepancy exists. This amount shall be paid within thirty (30) days of written notice by Lessor. ARTICLE 42. MOST FAVORED NATION CITY covenants and agrees not to enter into any agreement with any FBO which (i) makes substantially similar use of the Airport as set forth in Article 4 herein, and (ii) utilizes substantially similar facilities to that of Lessee, which contains more favorable terms than this Lease, or to grant to any such FBO rights or privileges with respect to the Airport which are not afforded to Lessee hereunder unless substantially the same terms, rights, privileges and facilities are concurrently made available to Lessee. ARTICLE 43. PARTIES BOUND This Lease shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns, as permitted hereby. ARTICLE 44. TEXAS LAW TO APPLY All obligations under this Lease are performable in Nueces County, Texas, and shall be construed pursuant to the laws of the State of Texas, except where state law shall be preempted by any rules, laws or regulations of the United States. ARTICLE 45. GENDER Words of either gender used in this Lease shall be held and construed to include the other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. ARTICLE 46. CAPTIONS The captions of the provisions contained herein are for convenience in reference and are not intended to define, extend or limit the scope of any provision of this Lease. ARTICLE 47. ENTIRE AGREEMENT This Lease comprises the final and entire agreement, including all terms and conditions thereof, between the parties hereto, and supersedes all other agreements, oral or otherwise, regarding the subject matter hereof, none of which shall hereafter be deemed to exist or to bind the parties hereto. The parties intend that neither shall be bound by any term, condition or representation not herein written. Page 35 of 36 IN WITNESS WHEREOF, the undersigned have duly executed this Lease as of the dates set forth below. CITY/LESSOR: CITY OF CORPUS CHRISTI By: LESSEE: SIGNATURE FLIGHT SUPPORT CORPORATION By:� Ronald L Olson, City Manager Maria Sastre, President and Chief Operating Officer Date: Approved as to legal form: -un • ey Assi t City Attorney on b alf of the City Attorney Date: !! /3M APPROVED AS TO FORM: /a.ee iv- 3-2o/9 LEGAL DEPT. Page 36 of 36 Cal Illliilli 1 i� EXCLUDED FROM LEASE (FOR AIRPORT USE) ASOO5, EAST GA Daserfplion Am* Actoogo Rant PSF/YR Ta ESAN-2 1 II1 EGA H-3 4 0.34 1.600 0.71 1.650 .422.500.00 854820.007 EGA o11 gum EGA d! GG1ccI4 EGA of 5 4.900 6.770 .ear 7.464 0.11 529.400.00 0.13 0.11 0.17 171.40 PARKING LOT APRON FURL 1;1.80 UNDIVISDPOD FARM PAD _ Mal 212 1.18 1.774 210285 1.42 001 411 4;81 11 11 15,4$0.60 5127:325 6249.1169.50 East GA Apron EGA Fuel Farm Descdp5on1 � 111 MEIIMPEKIEI tll�''1 I I I E1 I ttttttllly•,11111111. IM1117,41= .I1r DIESEL •—. .... ••..• •..... • Sheet No. CORPUS CHRISTI INTERNATIONAL AIRPORT EAST FBO LEASED PREMISES AND AREA CALCULATIONS EXHIBIT 1 1 ot5 Moonedby: CCM Apptaved by; FRED SEGUNDO ' Date 07-03.014 EGA of 1 FLOOR Area = 4,900 Sq.Ft. SITE PLAN CORPUS CHRISTI INTERNATIONAL AIRPORT EAST GA of 1 AS -BUILT FLOOR PLAN EXHIBIT 1 Prepared by: CCBJ Eby: SEGUNDO Sheet l : 2ors 0*: 0701-2014 41'•4' miwp 1 1 • `1J g-- HALLWAY- :' -. I • ; r -.1 WAREHOUSE 1 - MEZZ./F PLAN' ,1 740.' ' Ft. 1f , 1 -. 1 - } 11 1 1 G/F PLAN 4.980 $q.FL. A Fll0000Area = 5,770 SgFL, Sheet No.: SITE PLAN CORPUS CHRISTI INTERNATIONAL AIRPORT EAST GA of 3 AS -BUILT FLOOR PLAN EXHIBIT 1 3oOS Prepared by: ccw Approved bY: FRED SEGUNDO 07-061014 EGA of ,4 Floor Area = 5.032 SqFt. SITE PLAN by ccel Approved by: FRED SEGUNDO Date: 4 ors 07.012014 OCCLUDED FROM LEMIE poR oATUSE) • I EXCLUDED FROM LEASE (FOR AIRPORT USE) G/F PLAN 3.732 Sq.FL EGA of 5 Floor Area = 7,464 Cel arlimk 2/F PLAN 3.732 Sq.Ft. SqFt. EAST SITE PLAN CORPUS CHRISTI INTERNATIONAL AIRPORT GA of 5 AS -BUILT FLOOR PLAN EXHIBIT 1 5of5 RePared «a, Approved by: FRED SEGUNDO Date: 07-03-2014 CO US CHRISTI INTERNATIONAL AIRPORT East General Aviation Hangars Structural Condition Assessment Prepared by: PGAL January 2011 ♦� JEFFREY A.TALBOTT 'i�.�• 88653 �$ JAN 28, 2011 East GA Hangars 1-3 Structural Condition Assessment January 2011 Structural Condition Assessment for CCIA East General Aviation Hangars EXECUTIVE SUMMARY The existing East General Aviation Hangars located at 506 International Drive at Corpus Christi International Airport were inspected with regard to establishing structural condition and serviceability. The original drawings for these structures were not available at the time of inspection. The East General Aviation Hangars 1, 2 and 3 are currently in use for Fixed Base Operations (Signature Flight Support) serving the general aviation community. Visual field inspections were performed to assess the structural adequacy of these buildings. No destructive testing, invasive inspections or capacity analysis was performed as it was beyond the scope of the investigation. Based on the observations made during the visual inspections, Hangars 1 and 2 have adequate structural integrity to support the original intended design loads although buildings have building envelope issues that will require certain repairs to remain in serviceable condition. The Signature Flight Support office building is in generally good condition needing only minor maintenance work. Hangar 3 is in need of immediate repairs and will not support its full intended design load in its current condition. All of the East GA Hangar recommendations for such repairs are provided and a conceptual cost estimate for those repairs is included in this report. East GA Hangars 1-3 Structural Condition Assessment January 2011 INTRODUCTION The East GA Hangar buildings are typically of commercial metal building type construction with the exception of Hangar 1 which is a hyperbolic paraboloid concrete shell structure. On December 5th, 2010 a site visit was undertaken for the purpose of establishing the general structural condition of the existing CCIA East General Aviation Hangars. The structural condition assessment performed is intended to address the serviceability of the existing buildings for general aviation hanger type use and generally conforms to the guidelines of ASCE Standard 11-99, "Guideline for the Structural Condition Assessment of Existing Buildings." The assessment and report provided are NOT intended to be a "Property Condition Assessment" per ASTM E2018-08 although similar items are discussed. The inspection was limited to visual methods only and no destructive examinations were performed. The assessment provided is based solely on those items that could be observed directly and may not include all existing structural deficiencies, if any are present. While the primary focus of this report is the structural adequacy of the hangar buildings there is also discussion of the building envelope integrity as it relates to structural issues and certain recommendations are offered. Please note that the hangar numbers and building names used in this report are based on input from Signature Flight Services and may not correspond to the hangar numbers as commonly used by CCIA. FIELD OBSERVATIONS East GA Hangar 1 The first portion of the structural condition assessment consisted of inspection of the hyperbolic paraboloid concrete shell structure designated as Hangar 1. Structures of this type are interesting in that bending forces within the shell are very low and only a minimal amount of reinforcing is needed. Structures such as this can support large loads for a given mass of concrete. East GA Hangar 1— Aircraft Bay East GA Hangar 1— SWA Office Area In general it was noted that concrete spalling has occurred in some of areas the structure and pop -outs are evident. Cracking has occurred in limited areas. All of the fiberglass infill panels and wood support framing are not weather tight and are in need of replacement. There is evidence of water infiltration through the concrete shell. The water infiltration has caused numerous areas to receive water damage to walls, ceilings and floor finishes. Secondary framing for metal wall panels is also corroded. East GA Hangars 1-3 Structural Condition Assessment January 2011 Fiberglass Infill w/ Rotted Framing Cracking in Concrete Shell Water Infiltration w/ Spalling Water Infiltration w/ Spalling Water Damage to Walls and Wood Framing Page 3 of 17 Water Damage to Ceilings East GA Hangars 1-3 Structural Condition Assessment January 2011 No signs of significant foundation movement or distress were noted for Hangar 1. However there has been movement of the floor slab causing water to run towards an office area. This situation can be addressed with the installation of in floor drains if conditions warrant. Several locations on the exterior of the shell have experienced corrosion of the reinforcing and are spalling. Water infiltration has also damaged electrical conduits. In general there is poor drainage between Hangar I and the adjacent Signature offices. This has allowed water to build up and damage a portion of the wall panels. Floor Slab Cracking Exterior Spalls — Previously Patched Water Damaged Electrical Conduit Steps added due to poor drainage It is recommended that the roof of this building be treated by application of a white elastomeric coating system to prevent further water infiltration. Any required concrete repairs should be performed in conjunction with the roof repairs as well as replacement of the translucent infill panels and support framing. Concrete repairs should include chipping out deteriorated concrete and blast cleaning the substrate. The repair material should be a high strength mixture containing a corrosion inhibitor such as "SikaTop 123 Plus" or equivalent. Once the shell is weather tight, repairs to the interior can be undertaken. Interior repairs should include demolition and replacement of all water damaged framing and finished surfaces. The storefront at the Southwest Airlines Cargo office has broken glazing panels which need to be replaced. It should be noted that most of the observed damage is due to water infiltration and lack of continuous maintenance of the roof coating is the primary cause. Page 4 of 17 East GA Hangars 1-3 Structural Condition Assessment Damaged Glazing @ SWA Cargo January 2011 Poor Drainage @ SWA Storefront A complete structural analysis of the building to determine compliance with current building codes is beyond the scope of this report. However, with the exception of those areas specifically noted, Hangar 1 appears to have adequate structural integrity to carry the original intended design loads. There are building envelope and maintenance issues that need to be addressed and which affect the general serviceability of the building. East GA Signature Offices The East General Aviation Signature Office Building is a commercial metal building type structure approximately 55 feet wide by 85 feet deep with a metal panel roof. Signature Office Building — Air Side Signature Office Building — Land Side The exterior of the structure was inspected first. The overall condition of this building is good and no damage was noted on wall cladding panels. The building envelope appears to be intact with no deficiencies noted at the windows and doors. However, several maintenance items need to be addressed for this building. The gutters are filled with debris and should be cleaned to prevent corrosion. In Page 5 of 17 East GA Hangars 1-3 Structural Condition Assessment January 2011 addition, the gutter downspouts place water directly adjacent to the building foundation. Gutter extensions and splash blocks should be provided. If not corrected, this condition will cause damage to the foundation due to heaving of the underlying soils. General improvements to grading adjacent to the building should be performed to prevent the buildup of water adjacent to the foundation. Plants Growing in Gutter @ Signature Offices Downspout @ Signature Offices An inspection of the remainder of the interior of the Signature Offices revealed the interior structure to be in good condition. No heaving of the floor slab was noted and no evidence of roof leaks was found. A complete structural analysis of the building to determine compliance with current building codes is beyond the scope of this report. However, the Signature Offices Building appears to have adequate structural integrity to carry the original intended design loads. East GA Hangar 2 —Ocean Air Center The East General Aviation Hangar #2 is a commercial metal building type structure approximately 205 feet wide by 130 feet deep with lean-to structures attached to the both sides of the hangar. The south side structure is an administrative office area and is separated from the hangar space by a CMU partition wall. The building is framed in steel and has corrugated steel wall and roof panels. East GA Hangar 2 — Ocean Air Center — Air Side East GA Hangar 2 — Ocean Air Center — Land Side Page 6 of 17 East GA Hangars 1-3 Structural Condition Assessment January 2011 An inspection of the exterior portions of the building revealed some damage to the corrugated steel wall panels although this damage is not extensive. No other structural distress was noted from the outside of the building in this area at the time of inspection although building envelope issues are apparent. The eave trim and gutters are corroded and should be replaced. Downspouts were missing as well. CIadding Damage @ Ocean Air Center Missing Downspout @ Ocean Air Center Downspout Damage @ Ocean Air Center Cladding Damage @ Ocean Air Center A few of the building cladding panels are perforated due to corrosion and the base angle is also corroded. There is generally poor drainage in some areas around the building. An inspection of the interior of Hangar 2 revealed the interior structure to be in fair condition. The primary structural members appeared to be in fair condition. There are several locations where the main baseplates have moderate to severe corrosion and which exhibit moderate section loss. These locations should be cleaned and repaired as needed. Secondary framing members adjacent to the doors are severely corroded with an estimated 50% section loss and should be repaired as soon as possible. The protective coating on these secondary members has reached it service life limit and painting should be considered. It is anticipated that the rate of corrosion will increase since the existing protective coatings are no longer fully functional. An inspection of the hangar doors revealed corrosion to the secondary door framing members. The hangar door tracks, both upper and lower, are corroded. There is minor mechanical damage to the hangar door frames and bumpers. All of the interior framing is in need of cleaning and painting to prevent further damage and this work should be integrated into an ongoing maintenance program. Failure to address these issues now will likely result in higher repair costs later. East GA Hangars 1-3 Structural Condition Assessment Corroded Door Tracks @ OAC January 2011 Panel and Base Angle Corrosion @ OAC Primary Member Corrosion @ OAC Baseplate Corrosion @ OAC Door Damage @ OAC Severe Corrosion Damage @ OAC Doors East GA Hangars 1-3 Structural Condition Assessment January 2011 The floor slab of the Ocean Air Center Hangar appears to be in fair condition. There is minor to moderate cracking but the floor is generally serviceable at this time. There is poor drainage between the Ocean Air Center Hangar and the adjacent building although area drains are located here. These drains should be kept clean to prevent accumulation of water adjacent to the building foundations. Partially Blocked Drain @ OAC Drain in Good Condition @ OAC A complete structural analysis of the building to determine compliance with current building codes is beyond the scope of this report. However, with the exception of the items specifically listed above, the Ocean Air Center Hangar appears to have adequate structural integrity to carry the original intended design Toads. Page 9 of 17 East GA Hangars 1-3 Structural Condition Assessment January 2611 East GA Hangar 3 -- Signature Flight Services, Dodd Aviation and Corpus Christi Flight School The East General Aviation Hangar #3 is a commercial metal building type structure approximately 260 feet wide by 130 feet deep with a lean-to structure attached to the south side of the hangar. The south side structure is an administrative office area and separated from the hangar space by a metal partition wall. The building is framed in steel and has corrugated steel wall and roof panels. East GA Hangar 3 -- Air Side (East) East GA Hangar 3 — Air Side (North) The exterior inspection of Hangar 3 revealed mechanical damage to wall panels although this damage is not extensive. There is moderate to severe damage to the gutters and downspouts and some downspouts are missing. There is inadequate caulking around the windows. All of the fan louvers are in need of replacement and it appears that the fans are inoperable as well. There is some evidence of water infiltration in the area where Dodd Aviation is located as indicated by staining of the ceiling tiles in the restroom areas. It could not be determined if this staining was caused by rainwater infiltration or other moisture sources. Stained Ceiling Tiles @ Dodd Aviation - 1 Stained Ceiling Tiles @ Dodd Aviation - Page 10 of 17 East GA Hangars 1-3 Structural Condition Assessment January 2011 Panel Damage @ EGA 3 Fan Louver Damage @ EGA 3 Gutter Damage @ EGA 3 Caulking Around Windows is Missing The hangar door system is in moderate to poor condition. The doors cannot be operated normally and require the use of an aircraft tug to open and close them. There is minor mechanical damage to the hangar door frames and bumpers and corrosion damage to the doors and door pockets as well as corrosion of the door tracks and running gear. The secondary door framing is corroded although with minimal section Toss observed. The protective coating on these secondary members has reached it service life limit and painting should be considered. It is anticipated that the rate of corrosion will increase since the existing protective coatings are no longer fully functional. The problems with the hangar door system do not appear to affect the overall structural integrity of the building but do present a serious serviceability issue. East GA Hangars 1-3 Structural Condition Assessment January 2011 Door Track Corrosion Door Pocket Corrosion @ EGA 3 Upper Door Track Corrosion @ EGA 3 Running Gear Corrosion @ EGA 3 Doors Lower Door Track Corrosion @ EGA 3 Page 12 of 17 East GA Hangars 1-3 Structural Condition Assessment January 2011 An inspection of the interior portion of the building showed the structural steel framing to be in generally good condition with the exception of the column baseplates. All of the primary and secondary framing is experiencing corrosion and the original coating system has failed. Only minor section loss has occurred so far. All of the interior framing is in need of cleaning and painting as well as replacement to the corroded items to prevent further damage and this work should be integrated into an ongoing maintenance program. Failure to address these issues now will likely result in higher repair costs later. The floor slab for this hangar is in fair condition. There are cracks in the floor slab but heaving is minimal and the floors are serviceable in their current condition. The baseplate and column base corrosion is the most serious issue observed during the structural condition assessment. There are three out of six baseplates on the south wall that have more than 50% section loss and two of six baseplates along the west wall which have more than 50% section loss. A full structural load and capacity analysis is beyond the scope of this report. However, based on the observed condition of these baseplates and due to their location in proximity to one another, it is our opinion that the building in its current condition will not be able to withstand its full original intended design loads. These baseplates should be repaired as soon as possible. Failure of one of the column locations would likely cause damage to propagate further into the structure potentially leading to costly repairs. Severe Corrosion Damage @ EGA 3 South Wall Severe Corrosion Damage @ EGA 3 South Wall Severe Corrosion Damage @ EGA 3 South Wall Severe Corrosion Damage @ EGA 3 West Wall East GA Hangars 1-3 Structural Condition Assessment January 2011 The interior inspection also revealed corrosion damage to the fire sprinkler riser pipe. The lower portion of this 6 inch Iine is corroded and is currently leaking. The supports for the remaining riser piping are also inadequate. This riser supplies all of the sprinkler piping and is under constant pressure. An accidental bump from a tug or other equipment could cause this line to fail. Such a failure could lead to damage to the structure or to the aircraft stored within the structure in addition to leaving the building and its contents unprotected from fire. It is also possible that this corrosion damage extends below the floor slab as well and failure there could undermine the floor slab leading to costly repairs. It is recommended that this fire sprinkler riser be thoroughly inspected and then repaired as soon as possible due to the potential consequences of a failure of this system. Fire Sprinkler Riser Damage @ EGA 3 Fire Sprinkler Riser Damage @ EGA 3 Fire Sprinkler Riser Damage @ EGA 3 Overflow Corrosion Damage @ EGA As stated above, there repairs to the column bases and fire sprinkler riser should be completed as soon as possible to prevent further and more costly damage. Failure of these components has the potential to cause injury or property damage. East GA Hangars 1-3 Structural Condition Assessment RECOMMENDATIONS East GA Hangar 1 January 2011 For repairs and updates to the East GA Hangars 1, focus should be given to maintenance of the building envelope. Leaks through the concrete shell as well as repairs to the shell should take priority. The building shell needs to be water tight prior to any interior renovations. The existing interior partitions and ceilings on the north side should be completely demolished. A decision on future build out in this area can be made after this demolition work is completed. General re -grading of the area between Hangar 1 and the Signature Office will help improve drainage. A conceptual cost estimate is included below. A 20% contingency has been included. No additional costs such as design fees or permitting have been included. It is possible that quantities or unit costs could vary as repairs plans are developed. East GA Hangar 1 Renovation Estimate Recommended items 1-7 # , ITEM QUANTITY UNITS COST TOTAL 1 Elastomeric Roof Coating 32250 SF $2 $64,500 _ 2 Patch Concrete 400 SF $50 $20,000 3 Repair Girls 1 Purlins as needed 1 LS $5,500 $5,500 4 Demo Exsiting Walls & Ceilings 1 LS $7,500 $7,500 5 Haul out load & haul off demo materials -1 100 CY $35 $3,500 6 Replace exterior windows 150 SF $85 $12,750 7 Skylight panels and framing 1 LS $3,500 $3,500 Subtotal _ $117,250 20% Contingency $23,450 Optional Items 8-9 8 Reconstruct Interior walls & Ceilings 1 LS $12,000 $12,000 9 Electrical rough in 1 LS $7,500 $7,500 Subtotal $19,500 20% Contingency $3,900 TOTAL $164,100 Page 15 of 17 East GA Hangars 1-3 Structural Condition Assessment East GA Hangar 2 (Ocean Air Center) January 2011 For repairs and updates to the East GA Hangar 2, focus should be given to cleaning and painting the building's steel framing, repair of gutters and downspouts and repair of the doors and door tracks. These items will continue to deteriorate unless maintenance is performed and future repair costs will likely be higher. A conceptual cost estimate is included below. A 20% contingency has been included. No additional costs such as design fees or permitting have been included. It is possible that quantities or unit costs could vary as repairs plans are developed. East GA Hangar 2 (OAC) Renovation Estimate Recommended items 1-7 # ITEM QUANTITY UNITS COST TOTAL 1 Replace all gutter and trim _QUANTITY 830 LF $15 $12,450 2 Replace Base Angle 150 LF $8 $1,200 3 Repair/Replace Bottom Wall Panels 300 SF $12 $3,600 4 Replace Rolling Door Tracks 1 LS $8,000 $8,000 5 Repair Rolling Doors 1 LS $9,000 $9,000 6 Clean and Paint Structural Framing 1 LS $15,000 $15,000 7 Structural Framing Repairs 1 LS $4,000 $4,000 8 Fire line riser repairs 1 LS Subtotal 553,250 20% Contingency $10,650 TOTAL $63,900 East GA Hangar 3 For repairs and updates to the East GA Hangar 3, focus should be given to the immediate structural deficiencies with the column bases and base plates and also the fire line riser. These are serious deficiencies which, if not addressed, could result in further damage to the structure and subsequently higher future repair costs. After the immediate structural issues are taken care of, attention can be given to cleaning and painting the building's steel framing, repair of gutters and downspouts and repair of the doors and door tracks. These items will continue to deteriorate unless maintenance is performed and future repair costs will likely be higher. A conceptual cost estimate is included below. A 20% contingency has been included. No additional costs such as design fees or permitting have been included. It is possible that quantities or unit costs could vary as repairs pians are developed. East GA Hangar 3 [Signature) Renovation Estimate Recommended items 1-8 # ITEM QUANTITY UNITS COST TOTAL 1 Replace all gutter and trim 1260 LF $15 518,900 2 Replace Base Angle 200 LF $8 $1,600 3 Repair/Replace Bottom Wall Panels 200 SF $12 $2,400 4 Replace Rolling Door Tracks _ 1 LS $12,000 $12,000 5 Repair Rolling Doors 1 LS $12,000 $12,000 6 Clean and Paint Structural Framing 1 LS $19,000 $19,000 7 Structural Framing Repairs 1 LS $12,000 $12,000 8 Fire line riser repairs 1 LS $8,000 $8,000 Subtotal 585,900 20% Contingency $17,180 TOTAL 5103,080 Page 16 of 17 East GA Hangars 1-3 Structural Condition Assessment January 2011 Limitations and Closing The observations and recommendations provided herein are based on limited visual inspections and no destructive testing or invasive inspections were performed. These observations and recommendations are therefore limited to those features which could be directly observed through such techniques and all deficiencies (if present) may not be noted. PGAL appreciates the continued opportunity to serve the needs of Corpus Christi International Airport and we look forward to working with you in the future. Sincerely, Ji--%.4-- Jeffrey A. Talbott Director of Structural Design Page 17 of 17 EXHIBIT 4 Deferred Maintenance Items and Budget Terminal/Offices and Hangars 2, 3 and 4 Items Budgetary Cost Terminal/Offices: All rain gutters and damaged siding panels. TBD Repair offices roof damage if any. (Not visible) TBD Anchor. A/C condensers to the slab. TBD Hangar # 2: Structural Condition Assessment Report - Replace all gutters and trim $12,000 -Replace Base Angle $1,200 -Repair/Replace Bottom Wall Panels $3,600 -Replace Rolling Doors $8,000 -Clean and Paint Structural Framing (floor to ceiling) $15,000 -Structural Framing Repairs $4,000 Walk Through Inspection - Remove wild palm tree in parking lot and building siding panels. TBD - Repair hangar roof including offices. TBD -Corrosion control and paint hangar doors track railings. TBD -Replace/paint all damaged side paneling floor support railings. TBD -Replace all damaged panels between Dan GSE / Ocean Air and hangar. (Damaged at floor) TBD Hangar # 3 & CCSA: Structural Condition Assessment Report - Replace all gutters and trim $18,900 - Replace Base Angle $1,600 - Repair/Replace Bottom Wall Panels $2,400 - Replace Rolling Door Tracks $12,000 -Repair Rolling Doors $12,000 -Clean and Paint Structural Framing (from floor to ceiling) $19,000 -Structural Framing Repairs $12,000 - Fire Line Riser Repairs $8,000 Walk Through Inspection - Repair hangar roof including offices. TBD - All doors and hinges need painting. TBD -Anchor AIC condensers to the slab TBD -Corrosion control and paint all side paneling support railings. TBD -Replace and paint all damaged side paneling floor support railings. TBD - Replace all stained ceiling tiles in office area 1st & 2nd floors. TBD - Repair and paint all damaged drywall in office area l st & 2nd floors, stair well and restrooms. TBD - Repair Janitorial door and trim. TBD Page 1 of 2 EXHIBIT 4 Deferred Maintenance Items and Budget Terminal/Offices and Hangars 2, 3 and 4 - Repair or replace ceiling insulation at Civil Air Patrol offices. TBD - Replace lighting covers on light fixtures in offices and hallways. TBD -Replace all broken exterior Tight covers. TBD -Remove all wild growing plants that are not maintained. TBD -Fire Sprinkler header needs corrosion control, backflow device and bollards installed. TBD -Comply with NFPA 409 for Group II Facility pertaining to sprinkler System requirements TBD NOTES: (1) All Budgetary cost are estimates provided by PGAL Engineering at the time of Structural Condition Assessment. The Director or his designee will approve repair workmanship for all items. (2) items corresponding to PGAL Structural Condition Assessment report are appended to this Lease as Exhibit 3. (3) Walk Through Inspection items were identified and agreed to by Lessee and Lessor as needing repairs or replacement. Page 2 of 2 EXHIBIT 5 Fees and Charges (as of Commencement Date*) Fuel Flowage Fee: $0.06251ga1 Ramp Fees: Tie -Down (all aircraft): $25.00/day Remain Overnight (per night. On Ramp after 9 p.m.): Single Engine $20.00 Light Twin $25,00 Heavy Twin $30.00 Turbo Prop $40.00 Light Jets $50.00 Heavy Jets $100.00 Super Heavy Jets $125.00 Helicopter $30.00 Cabin Class Charter $250.00 "City Fees" Security Identification Badge Deposit: $100.00 Security Identification Badge Fee: $20.00 - $100.00 Security Identification Badge Replacement Fee: $100.00 reissue fee plus $20 ($120.00) Rental Car not rented at Airport: ** $3.50/transaction day * All Fees and Charges may be adjusted by the Aviation Director periodically. ''"' Not applicable if a CFC has been assessed. AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of 12/16/14 Second Reading Ordinance for the City Council Meeting of 01/13/15 DATE: TO: Ronald L. Olson, City Manager December 5, 2014 FROM: Wes Pierson, Assistant City Manager of Business Support Services wesp@cctexas.com 361-826-3082 Ordinance — Appropriating Lead Ballast Revenue for Columbus Sailors Association CAPTION: Ordinance appropriating $18,497 of revenue, from the sale of lead ballast from the Santa Maria, in the No. 1020 General Fund for payment to Columbus Sailing Association for the cost associated with the repair and restoration of the Nina or for staging facilities for the Nina; and changing the FY 2014-2015 operating budget adopted by Ordinance No. 030294 by increasing revenue and expenditures by $18,497 each. PURPOSE: The purpose of this item is to appropriate funds from the sale of the lead ballast for the Columbus Sailors to utilize for repairs to the Nina, as outlined in the LEASE AGREEMENT RE: Nina, between the City of Corpus Christi and Columbus Sailing Association. BACKGROUND AND FINDINGS: In LEASE AGREEMENT RE: Nina, the City agreed to reserve funds from the sale of the lead ballast from Santa Maria during the term of the agreement to be used for payment to the CSA for repair, restoration and maintenance of the Nina. Funds from the purchase of 406 lead bars off of the demolished Santa Maria Columbus ship will be used towards the restoration of the Nina Columbus ship. 406 lead bars at 68 pounds = 27,608 pounds Price per pound = $.67 Total amount for lead = $18,497 ALTERNATIVES: None OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This conforms to policy regarding appropriations. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: 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 $129,224.00 $129,224.00 Encumbered / Expended Amount $7,689.92 $7,689.92 This item $18,497.00 $18,497.00 BALANCE $140,031.08 $140,031.08 Fund(s): General Fund Comments: There is a revenue of $18,497.00 associated with this item. RECOMMENDATION: Staff recommends approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Page 1 of 2 Ordinance appropriating $18,497 of revenue, from the sale of lead ballast from the Santa Maria, in the No. 1020 General Fund for payment to Columbus Sailing Association for the cost associated with the repair and restoration of the Nina or for staging facilities for the Nina; and changing the FY 2014-2015 operating budget adopted by Ordinance No. 030294 by increasing revenue and expenditures by $18,497 each. Be it ordained by the City Council of Corpus Christi, Texas, that: Section 1. That $18,497 of revenue is appropriated from the sale of lead ballast from the Santa Maria in the No. 1020 General Fund for payment to Columbus Sailing Association for the costs associated with the repair and restoration of the Nina or for staging facilities for the Nina. Section 2. That the FY 2014-2015 Operating Budget adopted by Ordinance 030294 is changed by increasing revenues and expenditures by $18,497. 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 Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott That the foregoing ordinance was read for the second time and passed finally on this the day of , 2015, by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott PASSED AND APPROVED, this the day of , 2015. ATTEST: Rebecca Huerta Nelda Martinez Page 2 of 2 City Secretary Mayor AGENDA MEMORANDUM Future Item for the City Council Meeting of December 16, 2014 Action Item for the City Council Meeting of January 13, 2015 DATE: December 16, 2014 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager christelam@cctexas.com (361) 826-3169 Supply Agreement for Hip and Knee Boots CAPTION: Motion approving a supply agreement with Northern Safety and Industrial, Corpus Christi, Texas for hip and knee boots in accordance with Bid Invitation No. BI -0245-14 based on lowest responsible bid for an estimated annual expenditure of $53,963.25, of which $44,969.37 is required for the remainder of FY 2014-2015. The term of the agreement will be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the various City Departments. PURPOSE: The boots are stocked by the Warehouse and used by City employees in the field. BACKGROUND AND FINDINGS: All options to extend the previous contract have been exercised. ALTERNATIVES: None. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Warehouse 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 $2,562,248.00 $8,993.88 $2,571,241.88 Encumbered / Expended Amount $0 $0 $0 This item $44,969.37 $8,993.88 $53,963.25 BALANCE $2,517,278.63 $0 $2,517,278.63 Fund(s): Stores Fund Comments: The $44,969.37 financial impact shown above represents ten (10) months of expenditures that will be encumbered through the end of this fiscal year. The remaining $8,993.88 for the last two (2) months of the contract will be requested during the normal FY 2015-2016 budget approval process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN ITEM DESCRIPTION BID TABULATION BID INVITATION NO. BI -0245-14 HIP& KNEE BOOTS Northern Safety & Industrial Corpus Christi, Texas Kel-Lac Uniforms San Antonio, Texas UNIT TOTAL UNIT TOTAL QTY UNIT PRICE PRICE PRICE PRICE 1.0 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 2.0 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 Hip Boots Size 5 Rubber Hip Boots, Steel Toe Size 6 Rubber Hip Boots, Steel Toe Size 7 Rubber Hip Boots, Steel Toe Size 8 Rubber Hip Boots, Steel Toe Size 9 Rubber Hip Boots, Steel Toe Size 10 Rubber Hip Boots, Steel Toe Size 11 Rubber Hip Boots, Steel Toe Size 12 Rubber Hip Boots, Steel Toe Size 13 Rubber Hip Boots, Steel Toe Size 14 Rubber Hip Boots, Steel Toe Size 15 Rubber Hip Boots, Steel Toe Size 16 Rubber Hip Boots, Steel Toe Knee Boots Size 5 PVC Knee Boots, Steel Toe Size 6 PVC Knee Boots, Steel Toe Size 7 PVC Knee Boots, Steel Toe Size 8 PVC Knee Boots, Steel Toe Size 9 PVC Knee Boots, Steel Toe Size 10 PVC Knee Boots, Steel Toe Size 11 PVC Knee Boots, Steel Toe Size 12 PVC Knee Boots, Steel Toe Size 13 PVC Knee Boots, Steel Toe Size 14 PVC Knee Boots, Steel Toe Total: 20 Pair $41.95 $839.00 $80.63 $1,612.60 20 Pair $41.95 $839.00 $80.63 $1,612.60 100 Pair $41.95 $4,195.00 $80.63 $8,063.00 155 Pair $41.95 $6,502.25 $80.63 $12,497.65 325 Pair $41.95 $13,633.75 $80.63 $26,204.75 200 Pair $41.95 $8,390.00 $80.63 $16,126.00 175 Pair $41.95 $7,341.25 $80.63 $14,110.25 50 Pair $41.95 $2,097.50 $80.63 $4,031.50 30 Pair $41.95 $1,258.50 $80.63 $2,418.90 20 Pair $41.95 $839.00 $80.63 $1,612.60 20 Pair $41.95 $839.00 $80.63 $1,612.60 20 Pair $41.95 $839.00 $80.63 $1,612.60 25 Pair $10.00 $250.00 $17.06 $426.50 20 Pair $10.00 $200.00 $17.06 $341.20 60 Pair $10.00 $600.00 $17.06 $1,023.60 85 Pair $10.00 $850.00 $17.06 $1,450.10 125 Pair $10.00 $1,250.00 $17.06 $2,132.50 120 Pair $10.00 $1,200.00 $17.06 $2,047.20 90 Pair $10.00 $900.00 $17.06 $1,535.40 65 Pair $10.00 $650.00 $17.06 $1,108.90 35 Pair $10.00 $350.00 $17.06 $597.10 10 Pair $10.00 $100.00 $17.06 $170.60 $53,963.25 $102,348.15 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: January 13, 2015 Agenda Item: Motion approving a supply agreement with Northern Safety and Industrial, Corpus Christi, Texas for hip and knee boots in accordance with Bid Invitation No. BI -0245-14 based on lowest responsible bid for an estimated annual expenditure of $53,963.25, of which $44,969.37 is required for the remainder of FY 2014-2015. The term of the agreement will be for twelve (12) months with options to extend for up to two (2) additional twelve-month periods, subject to the approval of the supplier and the City Manager or designee. These items are purchased into the Warehouse Inventory and charged out to the various City Departments. Amount Required: $44,969.37 Fund Name Accounting Unit Account No. Activity No. Amount Stores Fund 5010-40000-185 520210 $44,969.37 Total $44,969.37 ❑ Certification Not Required Director of Financial Services Date: AGENDA MEMORANDUM Future Item for the City Council Meeting of December 16, 2014 Action Item for the City Council Meeting January 13, 2015 DATE: December 16, 2014 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager christelam@cctexas.com (361) 826-3169 Annette Rodriguez, Director of Health annetter@cctexas.com (361) 826-7205 Child Obesity Prevention Program Provider CAPTION: Motion approving a service agreement with Catholic Charities of Corpus Christi, Inc., to conduct a child obesity prevention program in accordance with Request for Qualifications No. BI -0015-14, for an estimated nine-month expenditure of $80,000, with one option to renew, subject to the approval of the contractor and the City Manager or designee. Funds are budgeted in the Corpus Christi - Nueces County Public Health District (CCNCPHD) 1115 Transformation Waiver Fund. PURPOSE: Services include delivery of lifestyle and weight management programs to help targeted children in our community become healthier by achieving a healthy weight. Providers will deliver multiple 10 -week MEND (Mind, Exercise, Nutrition... Do it!) courses to parents and/or caregivers and children ages 2-6 and 7-13, consisting of physical education, nutrition, and other health education training. BACKGROUND AND FINDINGS: The MEND program helps empower children to reach and maintain a healthy weight, with the support of their families, by changing attitudes toward food and activity, keeping physically active on a regular basis, learning how to choose foods that are nutritious, and taking action to maintain a healthy lifestyle for life. The program anticipates serving a minimum of 1,500 children in the second year and 1,755 children in the third year in Corpus Christi and in Nueces, Kleberg, Kenedy, Brooks, Duval, Jim Wells, Live Oak, San Patricio, Aransas, Bee, Refugio, Goliad, Karnes, DeWitt, Victoria, Jackson, Lavaca and Gonzales counties. Each program year runs from October 1st through September 30th of the following year. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Providers are qualified based on previous experience with children and adolescents, providing similar types of health and nutrition programs, having established fitness facilities and other requirements as delineated in the request for qualifications. Each provider is awarded based on their capacity to perform these services. Among other requirements, targeted children must be Medicaid/CHIP enrolled and/or eligible. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Health Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fund(s): Corpus Christi Nueces County Health District's (CCNCPHD) 1115 Transformation Waiver Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Service Agreement Project to Date Fiscal Year: Expenditures Current 2014-2015 (CIP only) Year Future Years TOTALS Line Item Budget $577,000.00 $0 $577,000.00 Encumbered / Expended Amount $0 $0 $0 This item $80,000.00 $0 $80,000.00 BALANCE $497,000.00 $0 $497,000.00 Fund(s): Corpus Christi Nueces County Health District's (CCNCPHD) 1115 Transformation Waiver Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Service Agreement City of Corpus Christi Purchasing Division Senior Buyer: Elisa Covington Request for Qualifications No.: BI -0015-14 Council Date: December 16, 2014 Child Obesity Prevention Program Providers Price Sheet Catholic Charities of Corpus Christi, Inc. Corpus Christi, Texas Item Description Unit Cost per program Quantity (1) Extended Price 1. Delivery of MEND ages 7-13 - 10 week course (10 weeks x two 2 -hour sessions per week). A total of 8 courses to be provided. Course $7,000.00 8 $56,000.00 2. Delivery of MEND ages 2-6 - 10 week course (10 weeks x one 1.5 -hour sessions per week). A total of 8 courses to be provided. Course $3,000.00 8 $24,000.00 Totals: 16 $80,000.00 Total Award: $80,000.00 (1) Note: Quantities are based upon the total number of courses established to be completed over the nine month period. SERVICE CONTRACT MEND CHILDHOOD OBESITY PROGRAM Service Agreement No. THIS MEND CHILDHOOD OBESITY PROGRAM CONTRACT (this "Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation (the "City"), acting by and through its City Manager or his designee (the "City Manager"), and Catholic Charities of Corpus Christi, Inc. (the "Contractor), and is effective for all purposes upon execution by the City Manager. WHEREAS, Contractor has proposed to provide the MEND CHILDHOOD OBESITY PROGRAM set out in Request for Qualifications No. BI -0015-14; WHEREAS the City has determined Contractor to be a qualified vendor. NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide the MEND CHILDHOOD OBESITY PROGRAM as described and set out in Request for Qualifications No. BI -0015-14, which is incorporated by reference herein as if fully set out in its entirety and which is attached to this Agreement as Exhibit A. Contractor's Qualifications Statement ("Contractor's Response"), which is Exhibit B, submitted for City's consideration, review, and as inducement to enter into this Agreement with the Contractor, is also attached to this Agreement and is incorporated by reference herein as if fully set out in its entirety. Exhibit A also includes any addendums issued by the City prior to the closing date stated in Exhibit A. 2. Term. This Agreement commences on January 13, 2015, and terminates September 30, 2015, unless extended by mutual consent of the parties and amended as set out in section 14. This Agreement may also be renewed for an additional term, subject to sufficient appropriations, for the same period of calendar days and under the same terms and conditions upon mutual agreement of the parties in writing and signed by authorized representatives of each. 3. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for nonperformance and authorizations for payment. All of Contractor's notices or communications regarding this Agreement must be directed to the Contract Administrator, who is the Director of the Corpus Christi-Nueces County Public Health District. 4. Payment to Contractor. The Contractor shall be paid, on a reimbursement basis, as set out in Exhibit A. Notwithstanding the foregoing, in accordance with Addendum No. 1 of Exhibit A and in consideration of Contractor's request and promise to perform, the Contractor may be advanced an amount of funds not to exceed 30% of the full dollar value of the MEND program 10 -week sessions the Contractor has agreed to provide pursuant to this Agreement, in order to assist the Contractor with necessary costs to be incurred for staffing and in preparation for fulfilling the duties and responsibilities required by this Agreement. The exact amount of the advance payment, if any, to be provided to the Contractor will be determined by the Contract Administrator. The fees to be paid by the City to the Contractor are based on each individual 10 -week session basis and are payable upon the Contractor's fulfillment of all session -related requirements and the conclusion of each 10 -week session of classes. In the event the Contractor receives an advance payment and does not complete any part of the sessions or program services required by this Agreement, Contractor acknowledges and agrees that all advanced funds will be promptly returned to the City, without setoff and without further demand or notice, and Contractor acknowledges and agrees that it may not withhold repayment of the advanced funds to the City for any reason. Contractor must complete each 10 -week program session and fulfill the completion requirements set out in Exhibit A in order to earn any portion of the fee payable by the City for each such session. Furthermore, in the event the Contractor receives an advance payment and is to provide more than one 10 -week session, upon completion of each 10 -week session and receipt by the City of an invoice for same, any amount paid in advance to the Contractor will first be deducted from the session fee payable to the Contractor for that particular session (or sessions, in the event two or more 10 -week sessions are concluded concurrently) in order to determine how much, if any, remains due and payable by the City. In the event the amount advanced by the City exceeds the fees due to the Contractor for any particular 10 -week session or sessions, no payment will be due nor made to the Contractor. Payment due by the City to the Contractor for each fully completed 10 - week session in accordance with Exhibit A, less any advance payment deduction, will be remitted to the Contractor within 30 days of the date the City receives the Contractor's invoice. 5. Independent Contractor. Contractor will perform the services stated in this Agreement as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions may any agent, servant, or employee of Contractor be considered as an employee of the City. 6. Insurance. Before activities can begin under this Agreement, Contractor's insurance company (or companies) must deliver a Certificate of Insurance, as proof of the required insurance coverages, required by Exhibit A, to the Contract Administrator. Additionally, the certificate must state that the Contract Administrator and City's Risk Manager will be given at least 30 days advance notice of cancellation, material change in the coverages, or intent not to renew any of the policies by certified mail. The City must be named as an Additional Insured. The City Attorney must be given copies of all insurance policies within 15 days of the City Manager's written request to the Contractor. Insurance requirements included in Exhibit A are incorporated by reference herein as if fully set out in their entirety and may be revised annually by the Risk Manager upon 30 days written notice to the Contractor. 7. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City, which fiscal year ends on September 30 annually, is subject to budget approval and appropriations providing for such contract item as an expenditure in the next annual fiscal budget. The City does not represent that the budget item for this Agreement will be actually adopted, as that determination is within the sole discretion of the City Council at the time of adoption of each fiscal budget. 8. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, Contractor must obtain prior written approval from the Contract Administrator. In using subcontractors, Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of Contractor, and all requirements set forth as part of this Agreement are made applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. Page 2 of 5 policy. 9. Drug Policy. Contractor must adopt and enforce a Drug Free Workplace and drug testing 10. Violence Policy. Contractor must adopt and enforce a Violence in the Workplace policy. 11. Assignment. No assignment of this Agreement or any right or interest herein held by the Contractor is effective unless the City gives its advance written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 12. Waiver. No waiver of any breach of any term or condition of this Agreement, including Exhibit A, waives any subsequent breach of the same by either party. 13. Compliance with Laws. This Agreement and Contractor's performance hereunder are subject to all applicable federal, state, and local laws. All duties to be performed by the parties will be performed in the city of Corpus Christi, Texas, or within the State of Texas, if Contractor is authorized in advance by the City to perform them outside of the City. The applicable law for any legal disputes arising out of this Agreement is the law of Texas, and the venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 14. Amendments. This Agreement may be amended only in writing and signed by authorized representatives of the parties to this Agreement. Exhibit C, which is an addendum to this Agreement, is incorporated here by reference as if set out in its entirety. 15. Termination. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in Exhibit A. Failure to keep all insurance policies of the types and coverages specified and in force for the entire term of this Agreement is also grounds for termination. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period stated, the City Manager may immediately terminate this Agreement. Alternatively, the City Manager or the Contractor may terminate this Agreement without cause, upon thirty (30) days' advance written notice to the other party. Notwithstanding the foregoing, the City may immediately terminate this Agreement for Contractor's failure to pay or to provide proof of payment of taxes as set out in section 17 of this Agreement. 17. Taxes. Contractor covenants to pay all payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and any other related taxes according to Circular E "Employer's Tax Guide", Publication 15, as it may be amended. If requested, Contractor must provide adequate proof of payment of any specified taxes to the City Manager within 10 days after receipt of a written request to provide such proof. 18. Notice. Any notice required or provided for under this Agreement must be given by fax, personal delivery, or certified mail, postage prepaid, return receipt requested, and is deemed received on the day faxed or personally delivered or on the third day after deposit with the United States Postal Service if sent by certified mail. Notice shall be sent as follows: Page 3 of 5 IF TO CITY: City of Corpus Christi Attention: Director, CCNCPHD 1702 Horne Rd., 78416 P. O. Box 9277 Corpus Christi, TX 78469-9277 Fax: (361) 826-4526 IF TO CONTRACTOR: Contractor Name: Catholic Charities of Corpus Christi, Inc. Contact Person: Attn: Linda McKamie Address (physical): 1322 Comanche St. Address (P. O. Box): City, State, Zip: Corpus Christi TX 78401-2621 Fax Number: 361-884-3956 19. Indemnification. CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI, ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, EXPENSES, LAWSUITS, AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES INCLUDING, WITHOUT LIMITATION, WORKERS' COMPENSATION AND THOSE RESULTING IN DEATH; PROPERTY LOSS OR DAMAGE; OR ANY OTHER KIND OF DAMAGE AND INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY CONTRACTOR, REGARDLESS OF WHETHER THE INJURIES, DEATH, PROPERTY LOSS OR DAMAGES, OR OTHER DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR GROUP. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO INDEMNITEES, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, LOSS, CLAIMS, DEMANDS, EXPENSES, LAWSUITES, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. Page 4 of 5 CITY OF CORPUS CHRISTI Susan Thorpe, Assistant City Manager Date Approved as to legal form: Elizabeth Hundley, Assistant City Attorney Date for the City Attorney CONTRACTOR: Catholic Charities of Corpus Christi, Inc. Agatha, Signature Name: Linda McKamie Title: Executive Director )-Ii±L Date Attached and Incorporated by Reference: Exhibit A: Request for Qualifications No. BI -0015-14 (includes issued addendums) Exhibit B: Contractor's Qualifications Statement Exhibit C: Addendum to Contract Page 5 of 5 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 16, 2014 Action Item for the City Council Meeting of January 13, 2015 DATE: December 4, 2014 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P.E., Interim Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 Approval of Amendment No. 1 to Professional Services Contract R.H. Shackleford CAPTION: Motion authorizing the City Manager, or his designee, to execute Amendment No. 1 to the Professional Services contract between the City of Corpus Christi and R. H. Shackelford, Inc. in the amount of $512,577 for a total not to exceed $542,577 for Capital Programs Project Management Services. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute the execute Amendment No. 1 to the Professional Services contract with R. H. Shackelford, Inc. for Capital Programs Project Management Services. BACKGROUND AND FINDINGS: A small contract was issued to R.H. Shackelford, Inc. (RHSI) to provide an assessment of on-going programs and staff with initial training and tailoring of programs for a more efficient and effective program and project delivery. This amendment provides for implementation of process improvements with training and support and includes part- time technical and administrative support. The focus of these improvements will be geared towards: • Job Order Contracting — technical field assistance to review work in progress with administrative support for contractor proposal reviews and accurate estimating • Major Projects — technical and administrative support and coordination for project scheduling, field investigations, analysis of current programs and city staff training to effectively manage consultants and projects. RHSI will provide a senior Construction Manager (CM) with construction and design experience in roads, utilities, and facilities for local government, state and federal projects. The CM will interact directly with City Staff and other consultants to evaluate the projects to determine the required construction management services by in-house and contracted inspection services. Additionally, the CM will provide leadership and direction to the Construction Division to evaluate and improve the processes and administration to better streamline and staff the division. These services are temporary until the City can properly staff the projects. The CM will specifically work with current and new staff to ensure training and proper turnover. These services will be tailored to compliment the capabilities of Capital Programs at the various stages of the Bond 2012, 2014 and 2015 Capital Improvement Program. The proposed performance period is for twelve (12) months and monthly invoices will be for only those hours authorized and rendered. ALTERNATIVES: 1. Approve Professional Services contract with R. H. Shackelford, Inc. as proposed. 2. Do not approve Professional Services contract with R. H. Shackelford, Inc. as proposed. (Not Recommended) OTHER CONSIDERATIONS: This contract is necessary to facilitate the current volume of work in a cost effective and efficient manner. CONFORMITY TO CITY POLICY: The contract and selection process complies with Professional Procurement Act and City Policy. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: N/A 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 $544,077 $544,077 Encumbered / Expended Amount 30,000 30,000 This item 512,577 512,577 Future Anticipated Expenditures 1,500 1,500 BALANCE $0.00 $0.00 Fund(s): Streets and Utility CIP Program COMMENTS: N/A RECOMMENDATION: City staff recommends the approval of Amendment No. 1 to the Professional Services Contract with R. H. Shackelford, Inc. for $512,577 for a total fee not to exceed $542,577. LIST OF SUPPORTING DOCUMENTS: Contract Project Budget Presentation CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director of Engineering Services) and R.H. Shackleford, Inc., a Texas corporation, 5151 Flynn Parkway, Suite 500, Corpus Christi, Nueces, Texas 78411, (Architect/Engineer — A/E), hereby agree as follows: 1. SCOPE OF PROJECT E14056 — Capital Programs Project Management Services. R. H. Shackleford, Inc. (A/E) will provide the necessary services for engineering design coordination and project management services as needed during preliminary design, final design, design document and constructability review phases with City's selected consultants. 2. SCOPE OF SERVICES The NE hereby agrees, at its own expense, to perform design services necessary to review and prepare plans, specifications, and bid and contract documents. In addition, NE will provide monthly status updates (project progress or delays, gantt charts presented with monthly invoices) and provide contract administration services, as described in Exhibit "A", to complete the Project. Work will not begin on Additional Services until requested by the A/E (provide breakdown of costs, schedules), and written authorization is provided by the Director of Engineering Services. NE services will be "Services for Construction Projects"- (Basic Services for Construction Projects") which are shown and are in accordance with "Professional Engineering Services- A Guide to the Selection and Negotiation Process, 1993" a joint publication of the Consulting Engineer's Council of Texas and Texas Society of Professional Engineers. For purposes of this contract, certain services listed in this publication as Additional Services will be considered as Basic Services. 3. ORDER OF SERVICES The A/E agrees to begin work on those authorized Basic Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the NE and written authorization is provided by the Director of Engineering Services. The anticipated schedule of the preliminary phase, design phase, bid phase, and construction phase is shown on Exhibit "A". This schedule is not to be inclusive of all additional time that may be required for review by the City staff and may be amended by or with the concurrence of the Director of Engineering Services. Contract for Engineering (NE) Services Page 1 of 4 The Director of Engineering Services may direct the NE to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. A/E shall notify the City of Corpus Christi within three (3) days of notice if tasks requested requires an additional fee. 4. INDEMNITY AND INSURANCE NE agrees to the mandatory contract indemnification and insurance requirements as set forth in Exhibit "B". 5. FEE The City will pay the NE a fee, as described in Exhibit "A", for providing services authorized, a fee not to exceed $512,577 (in Numbers), Five Hundred Twelve Thousand Five Hundred Seventy Seven (in Words) for a total fee not to exceed $542,577, (in Numbers), Five Hundred Forty Two Thousand Five Hundred Seventy Seven (in Words). Monthly invoices will be submitted in accordance with Exhibit "C". 6. TERMINATION OF CONTRACT The City may, at any time, with or without cause, terminate this contract upon seven days written notice to the NE at the address of record. In this event, the NE will be compensated for its services on all stages authorized based upon NE and City's estimate of the proportion of the total services actually completed at the time of termination. 7. LOCAL PARTICIPATION The City Council's stated policy is that City expenditures on contracts for professional services be of maximum benefit to the local economy. The NE agrees that at least 75% of the work described herein will be performed by a labor force residing within the Corpus Christi Metropolitan Statistical Area (MSA). Additionally, no more than 25% of the work described herein will be performed by a labor force residing outside the Corpus Christi Metropolitan Statistical Area (MSA.) 8. ASSIGNABILITY The A/E will not assign, transfer or delegate any of its obligations or duties in this contract to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the NE staff. If the NE is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the NE fee may be assigned in advance of receipt by the NE without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. Contract for Engineering (A!E) Services Page 2 of 6 9. OWNERSHIP OF DOCUMENTS All documents including contract documents (plans and specifications), record drawings, contractor's field data, and submittal data will be the sole property of the City, may not be used again by the NE without the express written consent of the Director of Engineering Services. However, the A/E may use standard details that are not specific to this project. The City agrees that any modification of the plans will be evidenced on the plans, and be signed and sealed by a professional engineer prior to re -use of modified plans. 10. DISCLOSURE OF INTEREST A/E further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to complete, as part of this contract, the Disclosure of Interests form. CITY OF CORPUS CHRISTI Natasha Fudge, P.E. Date Acting Director Capital Programs RECOMMENDED Mark Van Vleck, P. E., (Date) Executive Director of Utilities Andy Leal, Jr., P. E., (Date) Interim Director of Street Services APPROVED Office of Management Date and Budget R. H. SHACK = FORD, INC. // ,r v3i% 5btc zoj 4- P. .JShoemak-r Date resi • ent/CEO 5151 Flynn Parkway, Suite 500 Corpus Christi, Texas 78411 (361) 675-0964 jshoemaker@rhsitx.com Contract for Engineering (ANE) Services Page 3 of 4 APPROVED AS TO LEGAL FORM Assistant City Attorney (Date) for City Attorney ATTEST Rebecca Huerta, City Secretary Capital Programs Project Management Services Fund Name Accountin g Unit Account No. Activity No. Amount Street 2013 GO Bond 12 3549-052 550950 170371013549EXP $8,543.00 Street 2013 GO Bond 12 3549-052 550950 E11116013549EXP 8,543.00 Street 2013 GO Bond 12 3549-052 550950 E12091013549EXP 8,543.00 Street 2013 GO Bond 12 3549-052 550950 E12092013549EXP 8,543.00 Street 2013 GO Bond 12 3549-052 550950 E12093013549EXP 8,543.00 Street 2013 GO Bond 12 3549-052 550950 E12094013549EXP 8,543.00 Street 2013 GO Bond 12 3549-052 550950 E12095013549EXP 8,543.00 Street 2013 GO Bond 12 3549-052 550950 E12096013549EXP 8,543.00 Street 2013 GO Bond 12 3549-052 550950 E12099013549EXP 8,543.00 Street 2013 GO Bond 12 3549-052 550950 E12100013549EXP 8,543.00 Street 2013 GO Bond 12 3549-052 550950 E12090013549EXP 8,543.00 Street 2013 GO Bond 12 3549-052 550950 E12103013549EXP 8,543.00 Street 2013 GO Bond 12 3549-052 550950 E12107013549EXP 8,543.00 Street 2013 GO Bond 12 3549-052 550950 E12097013549EXP 8,543.00 Street 2013 GO Bond 12 3549-052 550950 E12098013549EXP 8,542.25 Water 2014 Rev Bond 4096-062 550950 E11066014096EXP 25,629.00 Water 2014 Rev Bond 4096-062 550950 180415014096EXP 25,629.00 Water 2014 Rev Bond 4096-062 550950 E13038014096EXP 25,629.00 Water 2014 Rev Bond 4096-062 550950 E13051014096EXP 25,629.00 Water 2014 Rev Bond 4096-062 550950 El 1 068014096EXP 25,628.25 Storm Water 2014 Rev Bd 4530-043 550950 E11073014530EXP 25,629.00 Storm Water 2014 Rev Bd 4530-043 550950 E10200014530EXP 25,629.00 Storm Water 2014 Rev Bd 4530-043 550950 E14039014530EXP 25,629.00 Storm Water 2014 Rev Bd 4530-043 550950 160270014530EXP 25,629.00 Storm Water 2014 Rev Bd 4530-043 550950 E12146014530EXP 25,628.25 Wastewater 2014 Rev Bd 4254-042 550950 E10179014254EXP 25,629.00 Wastewater 2014 Rev Bd 4254-042 550950 E10054014254EXP 25,629.00 Wastewater 2014 Rev Bd 4254-042 550950 E12206014254EXP 25,629.00 Wastewater 2014 Rev Bd 4254-042 550950 E10048014254EXP 25,629.00 Wastewater 2014 Rev Bd 4254-042 550950 E12159014254EXP 25,628.25 Total $512,577.00 Contract for Engineering (AIE) Services Page 5 of 6 Encumbrance No. Contract for Engineering (NE) Services Page 6 of 6 RH SHACKELFORD, INC 0 November 6, 2014 Valerie Gray, P.E. Interim Executive Director of Public Works 1201 Leopard Street Corpus Christi, Texas 78401 Subject: PROJECT MANAGEMENT (PM) SERVICES PROPOSAL Project No. E14056 - Amendment No. 1 Ms. Gray, Please accept this proposal for Amendment No. 1 in the amount of $512,577 for a total contract value of $542,577. The preliminary phase (Phase 1) provided an assessment of the programs and staff with initial training and tailoring of programs for a more efficient and effect program and project delivery. Amendment No. 1 provides for Phase 2 to fully implement the process improvements with training and extends the PM services. The amendment also includes additional part-time technical and administrative support by RHSI personnel for the following critical needs until additional city staff and process improvements are available: • Job Order Contract — technical field assistance for scoping with administrative support for contractor proposal reviews and estimating • Major Projects — technical and administrative support and coordination for scheduling, field investigations, analysis and city staff training These services will be tailored to compliment the capabilities of Engineering Services at the various stages of the Bond 2012, 2014 and CIP programs. The attached page provides a more detailed description of services. Below is a summary of the proposed effort by position. Position Hours Principle 1,768 Construction Manager 1,120 Asst CM/PM 208 Engr II 208 Admin 312 The proposed performance period is for 12 months. Monthly invoices will be for only those hours authorized and rendered. We are prepared to meet and review this proposal at your earliest convenience. Pease call or email at 361.675.0964 or (shoemaker a,rhsitx.com. spec . lly e .!. hoemaker, P.E. 1100NW Loop 410, Ste 350 San Antonio, TX. 78213 5151 Flynn Parkway, Suite 500 16051 Addison Rd, Suite 211 Corpus Christi, TX. 78411 Addison, TX. 75001 RH SHACKELFORD, INC 0 President/CEO Phase 2 —12 Months Fee: S512,577 Implementation of the recommended process improvements, training and PM support. The following outlines some of the PM responsibilities and functions for the proposed training and support: • Developing Communication and Project Organization Chart/Matrix to ensure effective internal and external communications • Collect and review "Master" Schedules and templates with critical milestones and requirements to facilitate improved overall execution of resources, planning, coordination, and controls to meet program objectives • Review and develop individual project manager schedules with controls and techniques for improved time management, project management and information sharing • Identify specific budget and cost control measures with defined processes and templates for better understanding the PM responsibilities, objectives and project activities • Review and implement improved AE contract management to include assisting in project scope development, initial document turnover for improved negotiations and AE fees • Begin participation in design progress reviews, quality assurance and payments • Conduct constructability reviews including coordination with other local agencies and City programs • Coordinate and conduct progress meetings with agenda and meeting minutes preparation • Review and recommend action for contractor bid documents and request for change orders • Review and evaluate monthly updates reports • Review document control system and provide recommendations if needed • Review, evaluate and begin implementation of improvements for small project design and award • Estimating support In addition, RHSI will provide senior Construction Manager (CM) with construction and design experience in roads, utilities, and facilities for local government, state and federal projects. The CM will interact directly with City Staff and other consultants to evaluate the projects to determine the required construction management services by in-house and contracted inspection services. Additionally, the CM will provide leadership and direction to the Construction Division to evaluate and improve the processes and administration to better streamline and staff the division. These services are temporary until the City can properly staffthe projects. The CM will specifically work with current and new staff to ensure training and proper turnover. 1100 NW Loop 410, Ste 350 San Antonio, TX. 78213 5151 Flynn Parkway, Suite 500 16051 Addison Rd, Suite 211 Corpus Christi, TX. 78411 Addison, TX. 75001 EXHIBIT "B" MANDATORY INSURANCE REQUIREMENTS & INDEMNIFICATION FOR AIE PROFESSIONAL SERVICES/CONSULTANT SERVICES (Revised October 2010) A. Consultant must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. The Consultant must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Consultant must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following minimum coverages by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for all liability policies, 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 or material change required on all certificates Bodily Injury & Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors $1,000,000 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY to included 1. Owned vehicles 2.. Hired — Non -owned vehicles $1,000,000 COMBINED SINGLE LIMIT PROFESSIONAL LIABILITY including: Coverage provided shall cover all employees, officers, directors and agents 1. Errors and Omissions $1,000,000 per claim / $2,000,000 aggregate (Defense costs not included in face value of the policy) If claims made policy, retro date must be prior to inception of agreement; have extended reporting period provisions and identify any limitations regarding who is an Insured WORKERS' COMPENSATION EMPLOYERS' LIABILITY Which Complies with the Texas Workers Compensation Act 500,000/500,000/500,000 EXHIBIT "B" Page 1 of 3 KlEnpineering DeteExchanpelClanssaJlOther Projects Non DepartmentallRH Sheddarord\Amendment No 113 EXHIBi i 6 i YDEMNIFICATION OCT 2010 Modified docs C. In the event of accidents of any kind, Consultant must furnish the Risk Manager with copies of all reports within (10) ten days of accident. D. Consultant 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. E. Consultant's financial integrity is of interest to the City; therefore, subject to Successful Consultant's right to maintain reasonable deductibles in such amounts as are approved by the City, Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant'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. F. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Consultant shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant 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 Fax: (361) 826-4555 G. Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: i. Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation and professional liability policies: ii. 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; iii. Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and iv. 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. EXHIBIT "B" Pa • e 2 of 3 K Engineering DethEachengeTlarissaJ1Other Protects Non DepartmentallRH ShacldelardlAmendment No 113 EXHIBIT B INDEMNIFICATION - OCT 2010 Modified docx H. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, Successful Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant'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. I. In addition to any other remedies the City may have upon Consultant'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 Consultant to stop work hereunder, and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. J. Nothing herein contained shall be construed as limiting in any way the extent to which Successful Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of the work covered under this agreement. K. It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. L. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. INDEMNIFICATION AND HOLD HARMLESS Consultant shall indemnify, save harmless and defend the City of Corpus Christi, and its agents, servants, and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and attorneys' fees, for or on account of any injury to any person, or any death at any time resulting from such injury, or any damage to any property, which may arise or which may be alleged to have arisen out of or in connection with the negligent performance of Consultant's services covered by this contract. The foregoing indemnity shall apply except if such injury, death or damage is caused by the sole or concurrent negligence of the City of Corpus Christi, its agents, servants, or employees or any other person indemnified hereunder. EXHIBIT "B" Page 3 of 3 K1Engineenng OateExchangelClarissa110ther Protects Non DeportmentarRH Shackleford'Amendmenl No. 113 EXHIBIT B INDEMNIFICATION - OCT 2010 Moddied.docxc w Z 0 M WNad.. 0000 azzo c wmoo o^o J d G a 0 U 0 as O V o c • v O V N O z O z •.1 0 c 0 U T `0 0 0 p0p C+� In N 0 o%i 0 0 0%I at ' T p*p g t- M 2 0 q ( 0 a 69 00000 0 d � IA C 17, 0 0 T 0 o to O O T 0 d 8 of N 0 0 0 10 I0 N 0 0$ 0 0 0 o �� 0 N 0 c 0 0i tf) 0 N in N O § (Q 00 0 to 00 y3 p0p O eft 6i9 0 N� 0 0 0 +Nr N r. 0 0 0 1,627 1,627 0 0 0 TBD TBD TBD TBD TBD TBD TBD 1 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD $2,000 $1,120 $1,627 $4,747 $500 $0 $500 $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 1 2,000 1,120 1,627 4,747 500 0 500 40 Le � o N. T 1+ 63 r IA f~+ m 2 0 00 Construction Phase Subtotal Basic Services Additional Services: Subtotal Additional Services 0 N V' CD 0 1i .2 u. H a�m o .5� u m cpa Eco 4 203 15 O CO 3 Q EXHIBIT "C" Pagel of 1 w1r City of Corpus Christi SUPPLIER NUMBER TO BE ASSIGNED BY cii Y PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business withthe City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: R. H. Shackelford, Inc. P. O. BOX: N/A STREET ADDRESS: 5151 Flynn Parkway, Suite 500 CITY: Corpus Christi ZIP: FIRM IS: 1. Corporation 4. Association B 2. Partnership S. Other e 78411 3. Sole Owner 0 DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each employee of the City of Corpus Christi having an ownership interest" constituting 3% or more of the ownership in the above named "firm. Name ?kJ Department (if known) Job Title and City 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." AJ/A" 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 Nle Committee Board, Commission or 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 FILING REQULREMENTS Ifa 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 1 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: Jerry Shoemaker, P.E. Title: President/CEO (Type or Print) Signature of Certifying Person: DEFINITIONS Date: 7> 4 s 20 i 4 a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." "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. g. PROJECT BUDGET Capital Programs Project Management Services (Project No. E14056) PROJECT FUNDS AVAILABLE: Street Capital Improvement Program $ 136,150.00 Water Capital Improvement Program 136,150.00 Storm Water Capital Improvement Program 135,627.00 Wastewater Capital Improvement Program 136,150.00 Total 544,077.00 FUNDS REQUIRED: Professional Services Fees: Engineer (R.H. Shackelford, Inc.) Engineer (R.H. Shackelford, Inc.) Amendment No. 1 30,000.00 512,577.00 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance) 1,500.00 Engineering Services (Project Mgmt) N/A Misc. (Printing, Advertising, etc.) N/A TOTAL $ 544,077.00 ESTIMATED PROJECT BUDGET BALANCE 1°° Corpus chr sti Capital Programs Amendment No. 1 to Professional Services Agreement R. H. Shackelford, Inc. Council Presentation December 16, 2014 Project Scope Corpus Chr sti Capital Programs • Assessment of on-going programs and staff with initial training and tailoring of programs for a more efficient and effective program and project delivery. • Implementation of process improvements with training and support and includes part-time technical and administrative support. The focus of these improvements will be geared towards: o Job Order Contracting — technical field assistance to review work in progress with administrative support for contractor proposal reviews and accurate estimating o Major Projects — technical and administrative support and coordination for project scheduling, field investigations, analysis of current programs and city staff training to effectively manage consultants and projects. • Services will be tailored to compliment the capabilities of Capital Programs at the various stages of the Bond 2012, 2014 and 2015 Capital Improvement Program. Project Schedule Corpus Chr sti Capital Programs 2015 1J I F ImIAlml I lAls 10INIDI Professional Services Project Estimate: 365 Calendar Days 12 Months Projected Schedule reflects City Council award in January 2015 with anticipated contract completion in December 2015. Project Budget Corpus Chr'sti Capital Programs PROJECT FUNDS AVAILABLE: Street Capital Improvement Program Water Capital Improvement Program Storm Water Capital Improvement Program Wastewater Capital Improvement Program ................................. Total FUNDS REQUIRED: Professional Services Fees: Engineer (R.H. Shackelford, Inc.) Engineer (R.H. Shackelford, Inc.) Amendment No. 1 Reimbursements: $ 136,150.00 136,150.00 135,627.00 136,150.00 544,077.00 30,000.00 512,577.00 1,500.00 TOTAL $ 544,077.00 ESTIMATED PROJECT BUDGET BALANCE AGENDA MEMORANDUM Future Public Hearing and Resolution for the City Council Meeting of December 16, 2014 Public Hearing and Resolution for the City Council Meeting of January 13, 2015 DATE: TO: Ronald L. Olson, City Manager 11/19/14 FROM: Daniel M. Grimsbo, P.E., Director, Development Services DanG@cctexas.com (361) 826-3595 Resolution approving money transfers between Trust Fund Accounts CAPTION: Resolution approving the transfer of $700,000 from the Water Arterial Transmission and Grid Main Fund No. 4030 to the Sanitary Sewer Collection Line Trust Fund No. 4220; and the transfer of $400,000 from the Water Distribution Main Trust Fund No. 4030 to the Sanitary Sewer Collection Line Trust Fund No. 4220, in accordance with Section 8.5.1.0 and Section 8.5.2.1 of the Unified Development Code. PURPOSE: The purpose of this item is transfer monies between Trust Fund accounts to establish sufficient funds in the Wastewater Collection Line Trust Fund to carry out the purpose of the Unified Development Code. BACKGROUND AND FINDINGS: Per Section 8.5.2.0 and 8.5.2.1 Credits and Reimbursements and Review of Funds of the Unified Development Code ("UDC"), the City is authorized to transfer monies from one trust fund to the other in order to better carry out the purposes of this UDC. Current development in the Corpus Christi area has allowed for several deposits into all of the Trust Fund accounts, however, the CITY is receiving more requests for reimbursements from the Sanitary Sewer Collection Line Trust Fund than the other Trust Fund accounts, respectively. Currently, the Arterial Transmission and Grid Main Trust Fund has a total of $2,105,504.68, of which $740,948.50 is encumbered. Leaving a balance of $1,367,699.78. The transfer of $700,000 to the Sanitary Sewer Collection Line Trust Fund will leave an available balance of $667,699.78 in the Arterial Transmission and Grid Main Trust Fund (Table 1). Currently, the Water Distribution Main Trust Fund has a total of $1,144,625.14, of which is $104,216.46 is encumbered. Leaving a balance of $1,040,408.68. The transfer of $400,000 to the Sanitary Sewer Collection Line Trust Fund will leave an available balance of $640,408.68 in the Water Distribution Main Trust Fund (Table 2). Currently, the Sanitary Sewer Collection Line Trust Fund has a total of $373,992.17, of which the total amount of $373,992.17 is encumbered. Leaving a balance of $0.00. The transfer of $700,000 from the Arterial Transmission and Grid Main Trust Fund and transfer of $400,000 from the Water Distribution Main Trust Fund will interject $1,100,000 into the Sanitary Sewer Collection Line Trust Fund. Leaving an available balance of $1,100,000 (Table 3). The transfer of monies will establish sufficient monies to allow for the future appropriation of $245,864.14 to pay Palm Land Investment, Inc., and future Wastewater Collection Line Extension construction and Reimbursement Agreements. ALTERNATIVES: Denial of the Transfers. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: The City is authorized to transfer monies from one trust fund to the other in order to better carry out the purposes of this UDC, as provided in the Unified Development Code. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Water Arterial Grid Main Trust Fund Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $2,105,504.68 Encumbered/ Expended Amount $740,948.50 This item $700,000.00 BALANCE $667,699.78 Table 1. Fund(s): 4030-21805-777-548500 FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Distribution Main Trust Fund Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $1,144,625.14 Encumbered/ Expended Amount $104,216.46 This item $400,000.00 BALANCE $640,408.68 Table 2. Fund(s): 4030-21806-777-548500 FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Sanitary Sewer Collection Line Trust Fund Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $373,992.17 Encumbered/ Expended Amount $373,992.17 This item +$1,100,000.00 BALANCE $1,100,000.00 Table 3. Fund(s): 4220-21801-888-352000 Comments: None RECOMMENDATION: Staff recommends approval of resolution. LIST OF SUPPORTING DOCUMENTS: Resolution RESOLUTION Resolution approving the transfer of $700,000 from the Water Arterial Transmission and Grid Main Fund No. 4030 to the Sanitary Sewer Collection Line Trust Fund No. 4220; and the transfer of $400,000 from the Water Distribution Main Trust Fund No. 4030 to the Sanitary Sewer Collection Line Trust Fund No. 4220, in accordance with Section 8.5.1.0 and 8.5.2.1 of the Unified Development Code. WHEREAS, the City has determined the transfer will establish sufficient funds to carry out the purpose of the Unified Development Code. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City is authorized to appropriate and transfer $700,000 from the Water Arterial Transmission and Grid Main Trust Fund No. 4030 to the Sanitary Sewer Collection Line Trust Fund No. 4220; and the transfer of $400,000 from the Water Distribution Main Trust Fund No. 4030 to the Sanitary Sewer Collection Line Trust Fund No. 4220 in accordance with Section 8.5.1.0 and Section 8.5.2.1 of the Unified Development Code to establish sufficient funds in the Collection Line Trust Fund to carry out the purpose of the Unified Development Code. This resolution takes effect upon City Council approval on this the day of , 2015. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor Resolution- Trust Fund Transfer Page 1 of 2 APPROVED: day of , 2015. Corpus Christi, Texas of , 2015 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- Trust Fund Transfer Page 2 of 2 AGENDA MEMORANDUM for the City Council Meeting of December 16, 2014 DATE: TO: December 1, 2014 Ronald L. Olson, City Manager FROM: Daniel M. Grimsbo, P.E., Interim Director, Development Services Department DanG©cctexas.com (361) 826-3595 Costal Bend Mitigation Action Plan Annual Update STAFF PRESENTER(S): Name 1. Julio Dimas OUTSIDE PRESENTER(S): Name 1. 2. 3. Title/Position Department Interim Assistant Director Development Services Title/Position Organization BACKGROUND: Provide an annual report to the City's portion of the Costal Bend Mitigation Action Plan (CBMAP). The CBMAP is a multi -jurisdictional mitigation action plan that was adopted in 2006. To fulfill our Community Rating System requirements and maintain our class rating a presentation for our report must be made on an annual basis to our governing body. LIST OF SUPPORTING DOCUMENTS: PowerPoint Presentation Costal Bend Mitigation Action Plan Annual Update Council Presentation December 16, 2014 Background • The Community Rating System (CRS) was developed by the Federal Emergency Management Agency (FEMA) as a voluntary program to reward communities exceeding minimal National Flood Insurance Requirements (NFIP). • As part of the CRS, Staff is required to provide an annual update to City Council on mitigation activities included in the Costal Bend Mitigation Action Plan (CBMAP). • The City receives points for flood protection activities. The accumulated points makeup our class rating that determines what percentage of a premium reduction properties will receive. History The CBMAP was adopted by the Costal Bend Council of Governments in 2006 with the intent to maintain a process that leads to hazard mitigation actions. State and local governments are required to develop a hazard mitigation plan as a condition of receiving certain types of non- emergency disaster assistance per the Pre -Disaster Mitigation Program (Section 203 of the Stafford Act, 42 U.S.C. 5133). Representatives from seven county areas located in South Texas contribute to the CBMAP. Overview • The mitigation activities are geared towards: • Reducing loss of life and injury • Reducing disruptions to essential public services and infrastructure • Reducing economic impacts to residents • Reducing losses to civic, cultural and environmental resources • The CBMAP can be found at: http://ncagenda.co.nueces.tx.us/docs/2012/CC- REG/20120919 189/3747 CBMAP%20 front%20end%20only .pdf Mitigation Items Update • The City has 25 mitigation action items • 12 items have been completed • 9 Projects are in progress • 4 Projects have not been started AGENDA MEMORANDUM for the City Council Meeting of December 16, 2014 DATE: December 10, 2014 TO: Ronald L. Olson, City Manager FROM: Daniel M. Grimsbo, P.E., Interim Director, Development Services Department DanG©cctexas.com (361) 826-3595 Discussion of Plan CC -Comprehensive Plan 2035 STAFF PRESENTER(S): Name 1. Annika Gunning OUTSIDE PRESENTER(S): Name 1. 2. 3. Title/Position Department Senior Project Planner Development Services Title/Position Organization BACKGROUND: Discussion of Plan CC Comprehensive Plan and related market analysis on housing, retail, office and hotel markets. LIST OF SUPPORTING DOCUMENTS: Power Presentation- Plan CC PLAN CC COMPREHENSIVE PLAN 2035 Plan CC - Comprehensive Plan 2035 Council Presentation December 16, 2014 Agenda 1. Project Status 2. Summary of Technical Reports a. Residential Market Potential Analysis b. Office, Retail, and Hotel Market Assessment 3. Questions/Discussion 0 �kk m 1=1.�R 33r� -4 - Housing Market Potential 10,000 new housing units over the next five years Where are they coming from? PLAN CC. Current Residence of Potential Market for Existing & New Housing Balance of US Other Coastal Bend Other Nueces County City Iffiw 25% 6% 5 Who are they? • 55% are Baby Boomers & Millennials • They prefer walkable urban living with a varied mix of uses, services and activities — 39% Millennials • 71 % coming from Corpus Christi & Coastal Bend • 29% coming from elsewhere in the US — 16% Baby Boomers • 70% coming from Corpus Christi & Coastal Bend • 30% coming from elsewhere in the US 114` - What are their housing preferences? • 53% would rent • 47% would own — 63% prefer single-family detached houses — 37% townhouses/condos (single-family attached units) 1,357 How many NEW units can the market twaL support annually for the next 5 years? Ho= Type Anticipated New Units/Year Multifamily (For Rent) Townhouses & Duplexes (For Sale) Single -Family Detached (For Sale) TOTAL ANNUAL NEW UNITS over the next 5 years 183 546 2,086 2014 41 Permitted Units Al 974 65 917 1,956 Of all the new units: Rental: 58% For sale: 42% Market rate: 72% Below market rate: 28% (does not include public housing) Office Market l' New office construction unlikely in next 10 years Excess vacancy Average rents are too low Office demand by 2023 = 310,900 sq ft (3 % increase) Medical office demand by 2023 =121,000 to 181,000 sq ft Existing office supply likely to absorb demand for new office space May see some new medical office space constructed Retail Market l' • Visitors/ tourists are not significantly adding to retail sales. — Resident spending power and retail sales are essentially equal — The city is a regional shopping hub for vehicles, building materials, and health and personal care sales • Additional 904,000 sq ft of retail in the next 10 years (4% increase). — Strong economy — Projected population growth • 60% of retail space is in the Mid -City and Southside submarkets, along SPID Eating/ Drinking Establishments • Eating/Drinking Establishments are benefitting from visitors/tourists — 30% more eating/ drinking sales than would be expected of residents alone Hotel Market ta' • More Business Travelers than Tourists • 70% of hotel occupancy is business travelers not tourists. • Business travelers complain of lack of things to do outside the work day. • Meeting the needs of business travelers is as important as meeting tourist needs. • Growth in the economy is supporting the overall hotel industry. — Increase since 2008 in: • Number of hotel rooms • Occupancy rate of hotels. • Revenue per available room 12 PI_.A N C Questions/ Discussion AGENDA MEMORANDUM City Council Meeting of December 16, 2014 DATE: TO: November 25, 2014 Ronald L. Olson, City Manager FROM: Eddie Ortega, Housing and Community Development Director eddieo@cctexas.com 361-826-3234 FY2015 Consolidated Annual Action Plan Workshop STAFF PRESENTER: Name Title/Position 1. Eddie Ortega Director BACKGROUND: Department Housing & Community Dev. The City of Corpus Christi's Housing and Community Development (HCD) Department's Workshop will provide FY2015 Consolidated Annual Action Plan (CAAP) information and request City Council feedback regarding the FY2015 CAAP. HCD will be releasing Pre - Applications and Request for Proposals for the FY2015 funding year. HCD will be discussing the proposed FY2015 schedule, eligible activities, and scoring criteria and evaluations of proposed projects. The Texas Department of Housing and Community Affairs will be conducting a small presentation to discuss Housing Tax Credits and how they are leveraged with HUD funds. LIST OF SUPPORTING DOCUMENTS: Presentation - FY2015 Consolidated Annual Action Plan 5 -year Consolidated Action Plan Goals and Objectives HUD Program Eligible Activities and Scoring Criteria TDHCA Housing Tax Credit Program FY2015 Consolidated Annual Action Plan (GAAP) Workshop and Council Feedback Council Presentation December 16, 2014 2013-2017 5 -YEAR CONSOLIDATED ACTON PLAN • Goals and Objectives • Performance Measures CAAP FY2015 SCHEDULE January 2 - Release Pre -Application form (CDBG, ESG and HOME Programs) February 2 - Release Full Application (Request for Proposal) for the CDBG, ESG and HOME Programs May 15 - Forward FY2015 CAAP books to City Council May 19 - City Council Workshop (RFP's with requested funds) June 5 - Forward Attachment "D" with staff recommendations to City Council June 9 - City Council Public Hearing - Proposed FY2015 CAAP with Staff Recommendations for Full Applications submitted June 16 - City Council Adoption of FY2015 CAAP June 22 - 30 day Citizen's Comment Period begins August 13, 2015 Submit FY2015 CAAP to HUD (Due by August 16) „�+►: COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM • Funding is provided for a variety of Eligible Activities. • Each activity must meet one of the following national objectives for the program: • Benefit low- and moderate -income persons; • Prevention or elimination of slums or blight; or • Address community development needs having a particular urgency because existing conditions pose a serious and immediate threat to the health and welfare of the community which other funding is not available. CDBG PROGRAM ELIGIBLE ACTIVITIES • Public Facilities and Improvements • Clearance and Demolition • Code Enforcement • Rehabilitation • Public Service • Program Administration and Planning • Acquisition of real property • Disposition • Privately -owned utilities • Special Economic Development Activities • Special Activities of CBDO's • Homeownership Assistance • Microenterprise Assistance „�+►; CDBG SCORING CRITERIA AND EVALUATION • Alignment of HCD 5 -year Plan -15 pts • Clarity and Completion of RFP - 20 pts • Administrative and Financial Capacity - 30 pts • Project Readiness -15 pts • Collaboration/Leverage/Capital Contribution - 20 pts • Prior Year Funding (funds available/project outcome) - -10 pts EMERGENCY SOLUTIONS Ah GRANT PROGRAM • Funding is provided for an array of activities which aim to assist, reduce, and prevent homelessness ESG PROGRAM ELIGIBLE ACTIVITIES • Homeless Prevention • Rapid Re -housing • Administration Costs • Emergency Shelter • Street Outreach • Data Collection (HMIs) ESG SCORING CRITERIA AND EVALUATION • Alignment of HCD 5 -year Plan - 20 pts • Organizational Capacity and Experience - 20 pts • Evidence of Need for Service - 20 pts • Statement of Work/Service Plan - 20 pts • Budget and Financial Management - 20 pts HOME INVESTMENT PARTNERSHIPS PROGRAM • Funding is provided for a wide range of activities designed to create affordable housing for low-income households. HOME PROGRAM ELIGIBLE ACTIVITIES • Homebuyer Activities • Administration Costs • Rental Housing Activities • Homeowner Rehabilitation Activities • Tenant -based Rental Assistance • Conversion • Acquisition of vacant land • Demolition 11 HOME SCORING CRITERIA AND EVALUATION • Alignment of HCD 5 -year Plan -10 pts • Clarity and Completion of RFP - 20 pts • Administrative and Financial Capacity - 30 pts • Project Readiness - 20 pts • Collaboration/Leverage/Capital Contribution - 20 pts HOUSING TAX CREDITS Ah Kathryn Saar, Texas Department of Housing and Community Affairs CITY COUNCIL POLICY N0.9 • Policy objectives are carried out by providing affordable housing, appropriate streets and drainage, recreational opportunities, neighborhood preservation and revitalization, and economic development as needed. Council Feedback and Next Steps • Questions and Feedback on CARP Priorities and Criteria • CDBG, ESG and HOME Programs • January 2 -Release Pre -Application form 2013-2017 Consolidated Action Plan 5 -year Goals and Objectives Goal Name Goal Objective Strategy Performance Goal Homelessness Objective 1 Expand housing and services offered to homeless families and individuals in Corpus Christi. Work with non- profit organizations to assist them in fundraising efforts. Support non-profit efforts to expand their public or private funding sources though letters of consistency with the Consolidated Plan Support fundraising efforts with 5 letters of recommendation per year. Homelessness Objective 2.1 Expand housing and services offered to homeless families and individuals in Corpus Christi. Expand transitional and permanent housing opportunities for homeless families and individuals. Continue to support the Homeless Issues Partnership and the Continuum of Care Process. City staff participation in 75% of coalition meetings and activities. Homelessness Objective 2.2 Expand housing and services offered to homeless families and individuals in Corpus Christi. Expand transitional and permanent housing opportunities for homeless families and individuals. Work with non-profit organizations to develop transitional and permanent housing projects, to be funded through SHP and/or private fundraising efforts. Add two units per year to the transitional and/or permanent housing supply. Homelessness Objective 3 Expand housing and services offered to homeless families and individuals in Corpus Christi. Support permanent supportive housing units available to special needs populations. Work with non-profit organizations and other providers to develop additional permanent supporting housing units. Add two permanent supportive housing units per year. Homelessness Objective 4 Expand housing and services offered to homeless families and individuals in Corpus Christi. Expand services aimed at the prevention of homelessness. Fund tenant -based mortgage/rental assistance programs that provide temporary assistance to prevent evictions and ensuing homelessness. Assist 10 families per year. Homelessness Objective 5 Expand housing and services offered to homeless families and individuals in Corpus Christi. Expand services provided to homeless families and individuals. Encourage non-profit agencies who submit proposals to the SHP grant application to provide additional supportive services to the homeless through partnerships and non- federal funding sources. Expand services by 5% over five years. Affordable Housing Objective 1.1 Improve the condition and availability of affordable housing in Corpus Christi. Improve the condition of housing for low- income homeowners. Provide emergency repairs to elderly and/or disabled adults with urgent repair needs. 20 housing units per year. Affordable Housing Objective 1.2 Improve the condition and availability of affordable housing in Corpus Christi. Improve the condition of housing for low- income homeowners. Provide funding for major rehabilitation or reconstruction projects for low-income homeowners. 10 to 15 housing rehabs or reconstruction units per year. Affordable Housing Objective 1.3 Improve the condition and availability of affordable housing in Corpus Christi. Improve the condition of housing for low- income homeowners. Provide down -payment assistance to low-income homebuyers for existing housing units. 15-20 units per year. Affordable Housing Objective 1.4 Improve the condition and availability of affordable housing in Corpus Christi. Improve the condition of housing for low- income homeowners. Support alternative housing assistance efforts such as faith - based initiatives, volunteer housing assistance programs, self- help initiatives, weatherization and neighborhood empowerment programs. 20 households assisted per year. Affordable Housing Objective 2 Improve the condition and availability of affordable housing in Corpus Christi. Increase the number of new homes available on the affordable housing market in Corpus Christi. Provide down -payment assistance, principal reductions, and interest rate buy downs to low - income homebuyers on new construction projects with an emphasis on green building. 5 households assisted per year. Affordable Housing Objective 3.1 Improve the condition and availability of affordable housing in Corpus Christi. Support the increase of the supply of housing available to low- income renters. Work with apartment development companies to identify opportunities to utilize Low Income Housing Tax Credits (LIHTC) to build new apartments for low- income households. Identify one new LIHTC project per year and provide support to the developer in their LIHTC application to the state. Affordable Housing Objective 3.2 Improve the condition and availability of affordable housing in Corpus Christi. Support the increase of the supply of housing available to low- income renters. Preserve affordable rental housing by providing rehabilitation funding of apartment complexes for low- income and/or Section 8 residents. Provide funding for 3 major rehabilitation within 5 years. Affordable Housing Objective 4 Improve the condition and availability of affordable housing in Corpus Christi. Provide technical assistance training to non- profits to help them build their capacity. Provide funding for an acquisition and rehabilitation program for rental or homeownership from which non -profits can make affordable houses available to low-income residents. 5 houses per year. Non-housing Community Development Objective 1.1 Improve living conditions in Corpus Christi by addressing non-housing community development needs. Improve neighborhood conditions. Provide CDBG funding to maintain the Code Enforcement effort in low-income neighborhoods. Fund 4 Code Enforcement positions to concentrate on CDBG eligible areas. Non-housing Community Development Objective 1.2 Improve living conditions in Corpus Christi by addressing non-housing community development needs. Improve neighborhood conditions. Fund a housing demolition program to remove unsafe, dilapidated houses within CDBG eligible areas. Remove 40 unsafe structures per year. Non-housing Community Development Objective 1.3 Improve living conditions in Corpus Christi by addressing non-housing community development needs. Improve neighborhood conditions. Provide improvements to neighborhood parks and neighborhood infrastructures. Improve at least 3 parks per year and fund select street infrastructure projects as needed. Non-housing Community Development Objective 2 Improve living conditions in Corpus Christi by addressing non-housing community development needs. Remove barriers in accessing public facilities. Provide funding to remove barriers from public facilities in CDBG target areas. Complete 5 barrier removal projects or site activities per year. Lead-based Paint Hazards Increase the inventory of lead safe housing units. N/A 1-Continue to meet HUD lead-based paint abatement standards in housing rehabilitation programs. 2-Continue to insure that housing units entering in the Section 8 program meet lead-based paint guidelines found in HQS regulations. 3-Evaluate the Lead- based Paint Hazard Control Grant Program for possible development of a funding application by the City of CC. 4-Expand the stock of lead safe housing units through continuation of the reconstruction program and other new home construction efforts. N/A Anti-Poverty Strategy Goal Increase childcare, educational N/A Provide funding in support of capital N/A 1 opportunities, and other services for persons from low- income families. improvements for non- profit agencies that provide childcare, head start, after-school and other services to low- income households. Anti-Poverty Expand low-cost N/A 1-Work with apartment Strategy Goal housing opportunities developers to identify 2 for lower-income families. opportunities for the use of LI HTC in the development of apartment units for lower-income households. 2-The Corpus Christi Housing Authority should continue to work with landlords to identify housing opportunities for Section 8 recipients. HUD Programs Eligible Activities and Scoring Criteria CDBG Program Allowable Activities Public Facilities and Improvements* - Acquisition, construction, reconstruction, rehabilitation (including the removal of architectural barriers) or installation of public improvements or facilities. Clearance and Demolition* - Demolition of buildings and improvements; removal of demolition products and other debris; physical removal of environmental contaminants or treatment of such contaminants to render them harmless; and movement of structures to other sites. Code Enforcement* - payment of salaries and overhead costs directly related to the enforcement of state and/or local codes. Funds may be used for code enforcement only in deteriorating or deteriorated areas where such enforcement, together with public or private improvements, rehabilitation, or services will be provided. Rehabilitation* - finance the costs of rehabilitation for residential, commercial/industrial and other (non-profit) properties Public Service* - provide public services (including labor, supplies, materials and other costs), provided that the service is a new service or a quantifiable increase in the level of a service. Program Administration and Planning/Capacity Building (20%)* - Administrative costs for the oversight of the program as well as studies, analysis, data gathering, preparation of plans, and identification of actions that will implement plans. Acquisition of Real Property — acquire real property in whole or in part by purchase, lease, long-term lease, donation, or otherwise. A permanent interest in the property (ex: long-term lease) must be obtained. Relocation — relocation payments and assistance to displaced persons including individuals, families, non-profit organizations, and farms. Disposition — disposing of real property acquired with CDBG funds, including its disposition at less than fair market value, provided the property will be used to meet a national objective of the CDBG program. Privately -owned utilities — acquire, construct, reconstruct, rehabilitate, or install the distribution lines and related facilities for privately -owned utilities. Special Economic Development Activities — commercial or industrial improvements carried out by the grantee or a non-profit subrecipient which include acquisition, construction, rehabilitation, reconstruction, or installation of commercial or industrial buildings or structures and other related real property equipment and improvements. Assistance to private for-profit entities for an activity determined by the grantee to be appropriate to carry out an economic development project such as grants, loans, loan guarantees, interest supplements or technical assistance. Construction of Housing (CBDO) — finance the construction of new permanent residential structures. Projects must have received funding through a Housing Development Grant. New construction housing may be done as a last resort under 24 CFR Part 42, Subpart I. Special Activities by CBDO's — certified Community -Based Development Organizations (CBDO) are eligible to undertake projects consisting of Neighborhood Revitalization, Community Economic Development, and Energy Conservation. Homeownership Assistance — provide financial assistance to low- and moderate -income households to assist them in the purchase of a home. Microenterprise Assistance — provide financial assistance of virtually any kind to an existing enterprise or to assist in the establishment of a microenterprise to include technical assistance to a new or existing enterprise or to persons developing a microenterprise and general support to owners of microenterprises or to persons developing a microenterprise. Scoring Criteria and Evaluation — Maximum points earned • Alignment of HCD 5 -year plan - 15 • Clarity and completion of RFP - 20 • Administrative Capacity and Financial Capacity - 30 • Project Readiness - 15 • Collaboration/Leverage/Capital Contribution - 20 • Prior Year Funding (funds available/project outcome) — -10 ESG Program Allowable Activities Homeless Prevention* - housing relocation and stabilization services and short -and/or medium-term rental assistance as necessary to prevent the individual or family from moving to an emergency shelter, a place not meant for human habitation, or another unsuitable place. Rapid Re -housing* - housing relocation and stabilization services and/or short -and/or medium-term rental assistance as necessary to help individuals or families living in shelters or in places not meant for human habitation move as quickly as possible into permanent housing and achieve stability in that housing. Administration (7.5%)* - general management, oversight and coordination, reporting on the program, costs of providing training on ESG requirements and attending HUD - sponsored trainings. Street Outreach — reaching out to unsheltered homeless individuals and families, connecting them with emergency shelter, housing, or critical services, and providing them with urgent, non -facility -based care. Emergency Shelter — Renovation, including major rehabilitation or conversion, of a building to serve as an emergency shelter. The emergency shelter must be owned by a government entity or private non-profit organization. Essential services, including case management, child care, education services, employment assistance and job training, outpatient health services, legal services, life skills training, mental health services, substance abuse treatment services and transportation. Shelter operations, include maintenance, rent, repair, security, fuel, equipment, insurance, utilities, food, furnishings, and supplies necessary for the operation of the emergency shelter. Data Collection (HMIS) - pay for the costs of participating in and contributing to the HMIS designated by the Continuum of Care for the area. Scoring Criteria and Evaluation — Maximum points earned • Organizational Capacity and Experience - 25 • Evidence of need for services - 35 • Statement of Work/Service Plan - 20 • Budget and Financial Management - 20 * Indicate the activities which are reflected to be targeted in the 2013-2017 5 -year Consolidated Action Plan HOME Program Eligible Activities Homebuyer Activities* - acquisition, acquisition and rehabilitation, new construction, down payment assistance and lease purchase. Administration Costs (10%)* - Administrative costs for the oversight of the program as well as studies, analysis, data gathering, preparation of plans, and identification of actions that will implement plans Homeowner Rehabilitation Activities — rehabilitation or reconstruction of homes in order to meet property standards. Rental Housing Activities — acquisition, rehabilitation, or new construction of affordable rental housing (typically combined with Tax Credits). Tenant Based Rental Assistance — rental subsidy provided to help individual households afford housing costs such as rent, utility costs, security deposits, and/or utility deposits. Conversion — conversion of an existing structure from another use to affordable residential housing usually classified as rehabilitation. Acquisition of vacant land — acquisition of vacant land only if construction will begin on a HOME project within 12 months of the project commitment. Demolition — demolition of an existing structure only if construction will begin on the HOME project within 12 months of the project commitment. Scoring Criteria and Evaluation — Maximum points earned • Alignment of HCD 5 -year plan - 10 • Clarity and completion of RFP - 20 • Administrative Capacity and Financial Capacity - 30 • Project Readiness - 20 • Collaboration/Leverage/Capital Contribution - 20 Housing Options for Texas Communities A Guide for Local Engagement on Affordable Housing Development About Us The Texas Department of Housing and Community Affairs ("TDHCA" or "the Department") is the state agency respon- sible for promoting and preserving homeownership, financing the development of and ensuring the long-term stability of affordable rental housing, supporting community and energy assistance programs, and administering and overseeing colonia programs. The Texas Department of Housing and Community Affairs is committed to expanding fair housing choice and oppor- tunities for Texans through the administration and funding of affordable housing and homeownership opportunities, weatherization, and community-based services with the help of for -profits, nonprofits, and local governments. For more information about fair housing, funding opportunities, or services in your area, please visit www.tdhca.state.tx.us or the Learn about Fair Housing in Texas page. WHY TDHCA HAS DEVELOPED THIS GUIDE Texans are an engaged lot. They want to know what is going on in their communities and to have a voice, helping to ensure that their communities are strong and vibrant and that they are great places to live and work. The Texas Legislature has enacted laws to encourage local govern- ment to engage with affordable housing developers and local constituents to ensure meaningful opportunities for input and dialogue, and it has created statutory elements which increase the value and importance of local input. Local government resolutions regarding proposed afford- able housing developments are now a significant scoring item. Whether you are new to affordable multifamily housing or you have participated in evaluating affordable multifamily housing development proposals in the past, the purpose of this guide is to help you understand your role, navigate the process of evaluating proposals, and learn how to provide useful information about the Housing Tax Credits ("HTCs") Program to your constituents and obtain their input. TDHCA has developed easy -to -understand and simple - to -use materials to help you through the process. We are also here to help you over the phone, via email, or online. We cannot provide legal advice, so you must rely on your own attorneys for legal advice. You should also look to your staff to provide the information you need to make well-in- formed decisions. YOUR ROLE Because of amendments to the laws regarding the low income housing tax credits, local governments now have an important role in evaluating proposed developments, assessing community input, and making well-grounded decisions on resolutions regarding proposed affordable housing. It is tremendously valuable for you and your constituents to understand affordable housing, what it is and what it is not. In This Guide About Us 1 Why TDHCA has Developed this Guide 1 Your Role 1 What Affordable Housing Is and Isn't 2 About Housing Tax Credits 2 Purpose 3 Background 3 Program Administration 3 Funding Source 3 1 Set Asides and Regional Allocation 3 How the HTC Application Process Works 5 Unique Features of the HTC Program 6 Beneficiaries 7 How Rents Are Determined 7 Compliance 7 HTC Properties vs Market Rate Properties 8 Evaluating Needs and Supporting Developments 8 FAQ 12 About Us (continued) WHAT AFFORDABLE HOUSING IS AND ISN'T The term "affordable housing" conjures up a lot of images, many stereotypical and not entirely positive. A major chal- lenge is to understand what affordable housing has become — particularly affordable housing developed with HTCs. HTC -assisted housing developments often include the following characteristics: • They ARE designed to be real assets to their commu- nities, incorporating high quality interior and exterior design, attractive landscaping, and amenities. Visually they compare very favorably with high quality market rate developments. HTC properties increasingly incor- porate the mixed income approach, offer a mixture of rent restricted and market rate units, and compete success- fully for market rate tenants. They ARE NOT dreary,high-density, or ill -maintained developments that convey an image of neglect and poverty. They ARE subject to rigorous extended oversight by TDHCA, including regular onsite monitoring to ensure that they are being well-maintained. They ARE NOT allowed to let buildings fall into disrepair and let their grounds deteriorate. Their tenants ARE individuals and households who can pay their rent and meet tenant screening criteria (including background checks). They ARE required to provide services that benefit their tenants. Many of their tenants ARE people who live on fixed incomes, such as retirees, injured veterans, and persons receiving assistance for disabilities. Many other tenants ARE people who work hard to fill important jobs in our communities like teaching assis- tants, EMS and health care workers, and the many other types of workers that keep our vibrant economy strong and growing. About Housing Tax Credits Affordable housing development that will utilize housing tax credits typically begins with a private sector owner of real property that will have the required zoning and other features necessary to construct and operate a multifamily rental property. For most multifamily developers of market rate properties, any opportunity for public input is largely confined to zoning and permitting processes. The Housing Tax Credit ("HTC") program was created by Congress in 1986 and is the largest funding source for affordable housing in the United States today. Unlike tradi- tional Section 8 and Public Housing programs, the HTC Program provides private market developers and equity providers with an incentive to invest in affordable rental housing. When tax credits are awarded by TDHCA to a developer, the developer sells the credits to an equity provider in exchange for capital to build a high quality rental housing development. This capital and the reduction in borrowed debt allow developers to offer high quality rental housing at affordable, restricted rents. Investors in the tax credit program benefit by receiving dollar -for -dollar credit against their Federal tax liability each year over a period of 10 years in exchange for their investment and commu- nities benefit by receiving additional rental housing that will operate as rent -restricted housing for up to 30 years or more. TDHCA receives applications for credit awards for two types of tax credit developments: - 4% HTCs, which pay for about 30% of a development and require additional financing partners; and - 9% HTCs, which pay for about 70% of a development and are highly competitive based on their value to developers and equity providers. Tuscany Park at Buda in Buda. Oak Creek Townhomes in Marble Falls. 2 Spring Terrace Apartments in Austin. About Housing Tax Credits (continued) PURPOSE The HTC Program is designed to: • Provide a source of equity financing for the development of affordable housing; • Maximize the number of affordable units added to the state's housing supply; • Ensure that the state's affordable housing supply is well maintained and operated; • Serve as a credit to the communities in which affordable housing is constructed and operated; and • Prevent losses in the state's supply of affordable housing. BACKGROUND The HTC Program was created during the Reagan Admin- istration through the Tax Reform Act of 1986. • Section 42 of the Internal Revenue Code, as amended ("the Code"), is the federal law that governs the HTC Program. • Section 42 authorizes HTCs in the amount of $2.30 per capita for each state as adjusted for inflation. • TDHCA is the only entity in the state of Texas with the authority to allocate HTCs under the HTC Program. PROGRAM ADMINISTRATION Pursuant to Section 42 of the Code, the Department must develop a plan for the selection of eligible developments; this plan is known as the Qualified Allocation Plan and Rules ("QAP"). • The QAP defines a series of point -based selection criteria for the 9% HTC Program to ensure that the housing proposed in the applications is consistent with the progr- am's and state's goals. • The QAP is revised annually and is formalized and added to the Texas Register once signed by the Governor. • The QAP's revision process includes the hosting of roundtables to solicit feedback, a public comment period, and Board review and approval. FUNDING SOURCE The HTC Program is funded by the U.S. Treasury Depart- ment and is overseen by the Internal Revenue Service. SET ASIDES AND REGIONAL ALLOCATION HTCs are allocated in accordance with Section 2306.111 of the Texas Government Code, which requires that credits be allocated with certain percentages set aside, then distrib- uted across the 13 regional state service regions, which are further divided into Rural and Urban areas that will receive a pre -determined amount of tax credits each year. Set Asides The Department sets aside the following credit allocations each year: • 15% for affordable housing developments with expiring rental subsidies or contracts. - The Department calls these developments "At Risk" and prioritizes their preservation. - One third of this set aside may be prioritized for U.S. Department of Agriculture ("USDA") developments proposing rehabilitation. • 5% for new construction developments funded by USDA. • 10% for qualified nonprofits in which the nonprofit has more than fifty percent controlling interest in the devel- opment owner or is the managing member or general partner or for nonprofit development, in which the nonprofit entity or subsidiary must be the developer or co -developer. Retama Village in McAllen. Sunflower Estates in La Feria. 3 Arbor Cove in Donna. About Housing Tax Credits (continued) Regional Allocation Seven Award Steps The amount distributed to each of the 13 regional state service regions is determined by a regional allocation formula ("RAF") which is generated, with public input, by TDHCA's Housing Resource Center. • The RAF was created by the Texas Legislature in 2000. • The RAF uses appropriate statistical data to measure the affordable housing need and available resources in Texas' 13 state service regions. • The RAF is revised annually to reflect current data, respond to public comment, and better assess regional housing needs and available resources. 11.144 Cameo Oar kin Ammer CasIre as en Step 1 USDA Set -Aside Application Selection Step 2 At -Risk Set -Aside Application Selection Step 3 Initial Application Selection in each Sub -Region (Highest scoring within the RAF sub -regions) Step 4 Rural Collapse (Sub -region credits remaining are pooled and offered to the most underserved Rural sub -region that can use the full credit amount) Step 5 Statewide Collapse (Credits remaining after the Rural Collapse are pooled and offered to the highest scoring application from the most underserved sub -region in the state) Step 6 Qualified Nonprofit Set -Aside (10% set-aside must be met) Step 7 Consideration of Waiting List Applications Uniform State Service Regions �Y LSIE IW Flgtl 1/eVw CdW =es hialkirb comocalsel ID©©©mi® ndb !Tama' p micusiszo,4,r1, E 4 mNCA Oehler for Housing Research. Planning. and Conrnunkaiions April 2993 About Housing Tax Credits (continued) HOW THE HTC APPLICATION PROCESS WORKS The HTC application process is governed by statute, the QAP, and the TDHCA rules. Developers begin the application process between January and March of each year, as set out in the QAP, for the 9% (Competitive) HTC Program and may apply at any time to take part in the 4% (Non -Competitive) HTC Program. Whether submitting a 4% or 9% application, developers are required to notify the following persons or entities of their application for credits: • Neighborhood Organizations on record with the state or county whose boundaries include the proposed develop- ment site; • The Superintendent and presiding officer of the board of trustees of the school district in which the development site is located; • The Mayor of the municipality (if the development site is within a municipality or its extraterritorial jurisdiction); • All elected members of the governing body of the munic- ipality (if the development site is within a municipality or its extraterritorial jurisdiction); • The presiding officer and all elected members of the governing body of the county in which the development site is located; and • The State Senator and State Representative of the districts whose boundaries include the proposed devel- opment site. The receipt of notifications by local officials often increases interest about the development process and represents an opportunity to engage the community on the topic of afford- able housing. Summarized 9% HTC Calendar Below is a sample summarized calendar of the HTC appli- cation deadlines for the 9% HTC application cycle. Specific required submission dates for each year will be listed in the QAP, along with all scoring incentives and point values. January Application Acceptance Period begins End of February or Beginning of March Application Period ends Beginning of April Deadline for Input from Elected Officials, including local governments and State Representatives Mid -May Final Application Scores Issued for Competitive Applications Mid -June Deadline for public comment to be included in a summary to the Board at a posted meeting. Mid to Late June Release of Eligible Applications for Consideration forAward in July. July Final 9% Competitive HTC Awards are Made. Mid -August HTC Commitments are Issued. Amber Stone in Beeville. Corban Townhomes in Corpus Christi. 5 The Heights at Corral in Kingsville. About Housing Tax Credits (continued) LOCAL GOVERNMENT RESOLUTIONS The top scoring criteria for 9% low income housing tax credits are laid out in statute, and local government resolutions are significant scoring items. To help support goals of the local community and encourage engagement in the development process, and in accordance with state law, TDHCA awards a large number of points to 9% applications which are able to acquire a resolution voted on and adopted by governing bodies of a municipality or county. Highest points are awarded for resolutions in support of a development and second highest points are awarded for resolutions stating no objection to the development. Applications received under the non-competitive 4% program must also receive resolutions showing "no objection" to the proposed development to demonstrate alignment with local community goals and support. During the time applications are being prepared for submission, local governments will be approached by developers seeking these resolutions and, in many cases, local funding or fee waivers to ensure a compet- itive application score. Municipalities and counties should consult their own staff and legal counsel regarding whether reasons for any unsupportive action regarding such resolutions are consistent with Fair Housing laws, goals identified in the community's current Analysis of Impediments to Fair Housing Choice or any current plans such as one year action plans or five year consolidated plans for U.S. Department of Housing and Urban Development ("HUD") block grant funds, such as HOME or Commu- nity Development Block Grant ("CDBG") funds. TDHCA produces a variety of tools for use in discussing affordable housing development with your constituents. These tools include videos, brochures, and links to relevant external sites and information . To access these tools or find more information about how to engage the public on this important topic, please visit the TDHCA website at http://www.tdhca.state. tx.us/multifamily/communities.htm or call us toll free at 800-525-0657 or 512-475-3800 and ask to speak with the Director of Multifamily Finance, the Housing Tax Credit Manager, or the Deputy Executive Director Multifamily Finance and Fair Housing. 6 UNIQUE FEATURES OF THE HTC PROGRAM In addition to the fact that the HTC Program represents a unique public, private partnership that builds affordable housing without a direct government subsidy, the program also cultivates good design and quality construction through its competitive scoring process. Application Incentives In addition to community and local government support, the HTC application process incentivizes the following: • Local funding partnerships; • Green and LEED certified building; • Construction by responsible and experienced Developers; • Energy efficient buildings and appliances; • High opportunity development site selection; • Tenant services such as after school and daycare programs, community health programs, and financial planning courses; • Community revitalization planning; • Financial feasibility; • Leveraged funds; • Proximity to community assets; • High quality amenities such as swimming pools, sports courts, playgrounds, and computer centers; and • Quality interior and exterior unit features such as covered entries and balconies, high speed Internet service, nine foot ceilings, walk in closets, 30 year shingle or metal roofing, garages, and masonry exteriors. Not all properties will have all of these features, but awarding applications on the basis of a point scoring program means that developers have to consider how to make their applica- tions as competitive as possible and work within the state's goals to maximize credit allocations, build quality construc- tion developments that will serve the community for a long time, and make housing available for all Texans. Long Term Use Restrictions After it is constructed, the HTC property will retain a Land Use Restriction Agreement ("LURA") that will restrict its use as an affordable housing property. • HTC rents are not based on a percentage of income like public housing authority or Section 8 properties; instead, properties receive an annual maximum rent they are allowed to charge based on HUD's annual median income limits. About Housing Tax Credits (continued) • Property units will be offered based on a set rent amount and tenants are accepted to the property based on meeting the property's independent screening criteria and income limits. • All properties are allowed to screen for credit and crim- inal history. • Most properties will house a high percentage of working families and individuals who can benefit from restricted rents in a growing Texas economy that is witnessing trends of increased costs of living and limited available housing in many areas. BENEFICIARIES • After the property is developed by the applicant, the applicant will affirmatively market the property in the surrounding community. • Tenants earning up to 60% of the area median family income ("AMFI") for the area for their household size and who meet the screening and eligibility restrictions of the property may qualify for a reduced rent unit. HOW RENTS ARE DETERMINED • HTC property tenants must pay their rents in full. Thus, the tenants are most likely working Texans or retirees seeking an affordable place to live. - HTC properties are also required by law to accept tenants and households with federal rental vouchers. • The rent limits for HTC units are based on household income level and the number of bedrooms in the unit. - These rent and income limits are generated by the U.S. Department of Housing and Urban Development ("HUD") each year. - The Maximum Income and Rent Limits are available under the Featured Items drop menu on TDHCA's home page at www.tdhca.state.tx.us. • While rental rates are restricted, they are not subsidized by the HTC Program. • Unlike most publicly subsidized housing, which is designed to assist those who may be unable to pay even restricted rents, the HTC Program does not provide tenants with governmental rent subsidies. However, as previously mentioned, HTC properties are required to accept tenants with rental subsidies or vouchers funded through other federal programs (e.g. the Housing Choice Voucher Program). COMPLIANCE • TDHCA monitors and physically inspects all properties which have received HTCs and/or multifamily funds from any TDHCA program. • The Department follows very specific requirements for monitoring, inspecting, and reporting. • The Department monitors properties on a routine schedule depending on their funding source. • All properties are inspected within their first year. Prop- erties that receive HTCs are generally monitored on site once every three years thereafter; additional inspections may be done as a result of complaints or to rectify serious compliance violations. • In Texas, property owners who don't follow their proposed plans for development during the building process, who let their properties fall into disrepair, or who do not follow the program rules will be subject to certain actions designed to encourage compliance. These actions, if not promptly addressed, may lead to other more serious actions such as the assessment of administrative penalties or, in some instances, debarment from TDHCA's programs. • TDHCA provides oversight authority for health, safety, and program compliance of funded properties for the term of their affordability period (as required in their Land Use Restriction Agreement.) Amberwood Place in Longview Pinnacle at North Chase in Tyler. 7 Silver Spring at Forney in Forney About Housing Tax Credits (continued) HTC PROPERTIES VS MARKET RATE PROPERTIES • Properties that receive HTCs must compete with nearby market rate developments for tenants. • Like market rate properties, HTC properties are generally safe, secure, and well maintained. • HTC properties often have amenities that are similar to or more attractive than market rate apartment complexes. 1 - .1 T1-1- TT ----1 Pine Club Apartments in Beaumont. Evaluating Needs and Supporting Developments Learning how the state evaluates community needs and reviews development applications may help you decide how to discuss new developments with your community and assess whether to give your support to a develop- ment. TDHCA reviews many applications and its review will include evaluating the following factors: 1) Is the application proposing a development in an area that needs more affordable housing and is the develop- ment economically feasible? 2) Is the developer proposing the housing an experienced developer who can provide a quality product? 3) if there is opposition, does it reflect reasonable concerns? Heritage Crossing in Santa Fe. 8 Magnolia Trails Senior Living in Magnolia. Evaluating Needs and Supporting Developments (continued) 1: Need Assessment and Feasibility Needs and feasibility assessments will help to determine whether or not the proposed property has the potential to be a successful affordable multifamily housing application and if the site is feasible for such a development. Suggested Needs and Feasibility Checklist • Is there a need for additional affordable housing in the area? How many rent burdened households at or below 60% of Area Median Family Income ("AMFI") are in need of affordable housing? • Will the market support a demand for this develop- ment? What is your community already doing and what are your neighbors doing? What will your community look like in two years, five years, 10 years based on current growth projections? • Is the site zoned for this type of housing and, if not, will it be able to obtain that zoning? Do your zoning laws still reflect your community's priorities? Are your laws consistent with other growth plans and needs assessments? • Are there adequate local services and utilities avail- able to support this development? • Is this affordable multifamily housing proposal for a single development or will it be part of a larger economic development plan or project that assists the community in meeting planned goals? • Will the affordable multifamily housing property serve special populations who, without this housing, will have less options for suitable housing in the community? Jo Ira lig1111411111 TownParc at Amarillo Apartments in Amarillo. Tools that may help your community in assessing housing needs locally could include: • Reviewing the market study completed for each HTC application; • Conducting a local needs analysis for affordable housing in your community; • Using a local needs analysis to identify housing needs and to set goals for the number and type of units the community should actively pursue; • Drafting a robust housing component in your municipal or town plan; • Creating a vision for development and ensuring other laws and plans reflect that vision; • Participating in regional planning conversations to find out what neighboring areas are doing; • Identifying important land parcels in your commu- nity and opportunities for housing development and redevelopment; • Donating or selling municipal land for housing development; • Creating a housing team or focus group that can provide continual feedback on housing development proposals and issues; and/or • Helping to ensure the community is able to visualize future growth concerns and the effects of population density. Mariposa Apartment Homes (aka Jason Avenue) in Amarillo. 9 Tylor Grand in Abilene. Evaluating Needs and Supporting Developments (continued) 2: Developer and Team Assessment Does the developer and the associated development team have the experience, knowledge, and financial capacity to provide your community with a quality housing develop- ment that it can depend on for years to come? The success of HTC -supported affordable housing devel- opments is greatly impacted by a developer's past expe- rience and future vision. Local governments should ask developers to provide their past experiences and their goals for the development. Officials can also inquire about a developer's compliance status with the TDHCA. It is equally important to ask the developers about their team members, including any consultants, architects, builders, and investors. Developers should be able to provide histo- ries of these team members. The following is a brief check- list offered for this aspect of the evaluation. Suggested Developer and Team Assessment Checklist • Is the developer asking for a competitive (9%) HTC award or a non-competitive (4%) HTC award? • Has the developer done outreach with the community, assisted in educating people about the proposal, and solicited input? • Does the developer have a track record in affordable housing? Are they in compliance with TDHCA's rules and expectations? Can they provide pictures of other developments they have constructed and explain how their development will meet the community's needs? • Are there significant unanswered questions? • Has the developer been listening to and responding to local input? Tools that may help your community in assessing development teams could include: • Asking the developer to attend community meetings where development needs will be discussed; • Asking to see pictures from a developer's portfolio; • Asking the developer to provide a development resume sharing the kinds of developments they have constructed previously (including styles, types, and services those developments offer); • Hosting community forums where the public will be able to ask and answer development questions about afford- able housing; • Asking to see development site plans; • Asking TDHCA to share the developer's compliance history; • Asking a developer about their elected unit and common area amenities; and/or • Considering ways the municipality might more easily attract quality developers (e.g. reductions in permitting costs, "on the record" reviews that reduce appeals costs, setting proactive meetings with developers who have demonstrated a positive development track records, or inviting developers to engage in conversations about how to remove obstacles to creating affordable housing in the community). #S-11, 11 %tin - 119 - Britain Way in Irving. Residences at Eastland in Fort Worth. 10 Country Lane Seniors in Waxahachie. Evaluating Needs and Supporting Developments (continued) 3: Soliciting and Evaluating Community Feedback Suggested Community Feedback Checklist Local governments — city councils and county commis- sioners' courts — have an important role in the affordable housing process. They serve as a focal point for public input [� that will affect which affordable multifamily housing appli- cations will receive HTC awards and move forward. Public attitudes toward the development of affordable housing are wide-ranging and fervently held. Some communities embrace it and advocate for it, and others have concerns and questions. You, as an elected official, will gather and incorporate community input into your decision-making about whether to support proposed developments. This will involve solic- iting community feedback to ensure that any concerns or questions raised are answered prior to taking action on any requested resolution. Have I or has the developer engaged in educating the public about affordable housing? Does my community understand the differences in affordable housing models? Has a housing needs assessment or market analysis been shared and discussed with the community? Does my local government receive federal funds (e.g., Community Development Block Grant) and have we adopted a plan to affirmatively further fair housing? Is this proposed development consistent with that plan? Are reasons given to decline support founded in ideas that may be inconsistent with Fair Housing law? Will my response to opposition help to counter NIMBYism ("Not In My Back Yard") sentiments or support them and will increasing population density and community needs change how I will respond to this type of opposition? Take the Affordable Multifamily Housing Quiz Today, thanks to the high standards set by the Texas Legislature and TDHCA, you can't tell the difference between a new affordable multifamily rental housing property and a market rate development. Of the two photos below, which is the affordable multifamily property? 'uolsnoH ui goued sa»ygins (b) ugsnyui aJurod afeivaH (7) i1/01107 gOnong1 ued ui papun7 sagjadold /elua) /pmejgpm a/gepJoye aie sagladad wog W3MSNV 11 FAQ Q: Why did this developer choose this particular site to build affordable housing? A: First and foremost, affordable housing is real estate. Developers look to develop where they perceive there is a need. They look for property that has the characteris- tics that are appropriate to their particular development. They want to develop in a location where they will be a valued part of the community. Both the 9% and 4% HTC Programs are governed by rules (both the federal and state) that incentivize development of affordable housing in particular census tracts. Often communities want affordable housing in areas that may differ from the areas selected by applicants. This is generally a result of the scoring incen- tives TDHCA has created to ensure affordable housing is constructed in areas with concerted community revitaliza- tion or in areas that are rich in opportunities for prospective tenants and households. One point in scoring a 9% appli- cation can be the difference between a competitive and non-competitive application. Asking a developer to explain why they chose a particular site is a good way to begin understanding how your local community can best support housing development and identify appropriate sites. Please visit this web site for more information about the HTC Program, including the Qualified Allocation Plan ("QAP") (Title 10 Texas Administrative Code, Chapter 11) and the Uniform Multifamily Rules (Title 10 Texas Admin- istrative Code, Chapter 10): http://info.sos.state.tx.us/pls/ pub/readtac$ext.ViewTAC?tac_view=3&ti=10&pt=1 Q: What happens if we do not give a developer a reso- lution of support? A: By law, 4% HTC transactions cannot move forward without a resolution or "no objection". Nine percent (9%) applications that do not obtain a resolution of local support will likely be ata competitive disadvantage. TDHCA provides template forms for resolutions and communities are encour- aged to use them. By state law, resolutions are required to contain very specific statements and sometimes communi- ties inadvertently omit required language or use language that doesn't comply with specific legal requirements. Q: If we choose to support this development, in what ways can we do so effectively? A: While there are many ways to be supportive of an afford- able housing development, there are three specific ways you can support an application. First, you can provide a resolution of "no objection" to a 4% HTC development or a resolution of support to a 9% HTC development. Second, you can facilitate meetings between the development team and the local community so they can obtain the support, input, approvals, and other items they need to move ahead. Third, you can support the development through a commit- ment of financial support, which can take many forms such as fee waivers, project -based vouchers, tax abate- ments, grants, or loans. Local governments should seek legal advice regarding the eligibility and structure of any financial incentive. Rules that govern these matters and related scoring criteria may be found in the QAP at 10 TAC §11.9(d)(2): http://info.sos.state.tx.us/pls/pub/readtac$ext. TacPage?s1=R&a pp=9&p_d i r=&p_rloc=&p_tloc=&p_ploc- =&pg=1 &p_tac=&ti=10&pt=1 &ch=11 &r1=9 12 10/13/14 For more information, contact us: TEXAS DEPARTMENT OF HOUSING & COMMUNITY AFFAIRS Budding Homes. S[rengihenmg Comrnu,,,res. EQUAL HOUSING OPPORTUNITY TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS Street Address: 221 East 11th Street, Austin, TX 78701 Mailing Address: PO Box 13941, Austin, TX 78711 Main Number: 512-475-3800 Toll Free: 1-800-525-0657 Email: info@tdhca.state.tx.us Web: www.tdhca.state.tx.us Facebook: www.facebook.com/TDHCATwitter: www.twitter.com/TDHCA TDHCA is an Equal Housing Opportunity entity. All TDHCA programs are administered on a fair and equal basis regardless of race, color, national origin, religion, sex, disability, or familial status. The TDHCA is not in the position to provide legal advice or counsel. Local governmental bodies and officials should seek their own qualified legal counsel.