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Agenda Packet City Council - 01/13/2015
Corpus Christi Meeting Agenda - Final City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, January 13, 2015 12:30 PM 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 1:00 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 Reverend Matthew J. Pennington, St. John's Methodist Church. C. Pledge of Allegiance to the Flag of the United States to be led by Belinda Mercado, Deputy Director of Municipal Information Services. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. E. Proclamations / Commendations 1. 14-001392 Proclamation celebrating Dr. Hector P. Garcia's Birthday Proclamation celebrating the Annual Martin Luther King Holiday Celebration and Commemorative March C -SPAN Cities Tour "Corpus Christi Week" Presentation F. Mayoral Appointment of Mayor Pro Tems G. Mayoral City Council Committee Assignments Corpus Christi Page 1 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 H. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 1:00 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. 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. I. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. BRIEFINGS: Briefing information will be provided to the City Council during the Council meeting. Briefings are for Council information only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. 2. 15-0002 Bond 2008 Proposition Seven - Bayfront Master Plan Project b. OTHER J. CITY SECRETARY'S PARLIMENTARY PROCEDURES 3. 15-0029 Review of Parliamentary Procedures Attachments: Memorandum - Parliamentary Procedures Summary PowerPoint - Parliamentary Procedures K. EXECUTIVE SESSION: (ITEMS 4 - 8) 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. Corpus Christi Page 2 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 4. 14-001432 Executive session pursuant to Texas Government Code Section 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to potential economic development agreements involving an educational institution, pursuant to Texas Government Code 551.072 regarding the sale, lease or value of real property to an educational institution, and pursuant to Texas Government Code Section 551.087 to discuss or deliberate regarding commercial or financial information that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations and/or financial or other incentives involving said business prospect, with possible action and discussion in open session. 5. 15-0001 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to potential economic development agreements with Corpus Christi Liquefaction, LLC for development of a liquid natural gas facility within the City's extraterritorial jurisdiction and for construction of docks potentially within the Corpus Christi city limits for the benefit of the City and pursuant to Texas Government Code § 551.087 to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations and/or financial or other incentives involving said business prospect, with possible action and discussion in open session. 6. 15-0017 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the Department of Parks and Recreation and the Health District. 7. 15-0018 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. 8. 15-0025 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to potential economic development agreements involving tourism -related development and/or food processors and pursuant to Texas Government Code § 551.087 to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect(s) that the governmental body seeks to have locate, stay, or expand in or near Corpus Christi Page 3 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 the territory of the governmental body and with which the governmental body is conducting economic development negotiations and/or financial or other incentives involving said business prospect(s), with possible action and discussion in open session. L. MINUTES: 9. 15-0003 Regular Meeting of December 16, 2014 and Special Meeting of December 29, 2014 Attachments: Minutes - December 16, 2014 Minutes - December 29, 2014 M. BOARD & COMMITTEE APPOINTMENTS: (NONE) N. 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. O. CONSENT AGENDA: (ITEMS 10 - 20) 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. 10. 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 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 11. 14-001382 Approving Service Agreement with Child Obesity Prevention Corpus Christi Page 4 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 Program Provider related to the 1115 Transformation Waiver 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 12. 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 13. 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 14. 14-001344 Second Reading Ordinance - Rezoning from Farm Rural to Commercial located at 3718 Airline Road (1st Reading 12/16/14) Case No. 1114-06 Ronald 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 Corpus Christi Page 5 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 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; 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 Zoning Report - Ronald S. Browning 15. 14-001347 Second Reading Ordinance - Rezoning from Neighborhood Commercial to General Commercial at 5657 South Staples Street (1st Reading 12/16/14) 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. Corpus Christi Page 6 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 Attachments: Agenda Memo - Old Lipan Ltd. Ordinance - Old Lipan Ltd Presentation - Aerial Map Zoning Report - Old Lipan Ltd. 16. 14-001384 Second Reading Ordinance - Lease Extension with Landry's Seafood and Steak House (1st Reading 12/16/14) 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. Attachments: Agenda Memo - Landry's Lease Ordinance - Landry's Lease Lease Extension Agreement - Landry's 17. 14-001340 Second Reading Ordinance - Cefe Valenzuela Landfill Pavement Life Cycle Replacement (1st Reading 12/16/14) 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 18. 14-001260 Second Reading Ordinance - Addendum No. 1 to Lease agreement with Atlantic Aviation (1st Reading 12/16/14) 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 Corpus Christi Page 7 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 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 Addendum Lease Addendum No. 1 - Atlantic Aviation Partially Executed 19. 14-001261 Second Reading Ordinance - Authorizing a five year base term lease agreement with Signature Flight Support Coporation (1st Reading 12/16/14) 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 - Fixed Base Operator Lease - Amended 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 20. 14-001116 Second Reading Ordinance - Appropriating Lead Ballast Revenue to Columbus Sailors Association for the Nina Columbus Ship Restoration Fund (1st Reading 12/16/14) 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 - Lead Ballast Santa Maria P. PUBLIC HEARINGS: (ITEMS 21 - 23) Corpus Christi Page 8 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 21. 14-001423 Public Hearing and First Reading Ordinance - Amending the Unified Development Code (UDC) to enhance enforcement of bar, taverns, or pub zoning Ordinance amending the Unified Development Code by revising subsections 5.2.7 to enhance enforcement of bar, taverns, or pub zoning; amending the Unified Development Code by revising subsections 5.1.4.F to correct an error in the text for restaurant accessory use; and providing for severance, penalty, publication, and effective date. Attachments: Agenda Memo - UDC Txt Amdmts Ordinance - UDC Txt Amdmts 22. 14-001427 Public Hearing and First Reading Ordinance - Rezoning from Manufactured Home and Industrial to Industrial with a Special Permit at 7585 Leopard Street Case No. 1214-02 Isaias Franco: A change of zoning from "RMH" Manufactured Home District and "IL" Light Industrial District to the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction, not resulting in a change to the Future Land Use Plan. The property is described as being a 15.854 -acre tract of land out of the Anthony C. Page Survey 591 and the A.M. French Survey 312, Abstract 1018 and a 20.00 -acre tract of land out of a 202.16 -acre tract out of Section 8, Range V, of the H.P.L. Kinney Sectionalized Lands, located on the south side of Leopard Street between Rhew Road and Cathead Road Planning Commission and Staff Recommendation (December 17, 2014): Approval of the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction subject to conditions. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Isaias Franco ("Owner"), by changing the UDC Zoning Map in reference to a 15.854 -acre tract of land out of the Anthony C. Page Survey 591 and the A.M. French Survey 312, Abstract 1018 and a 20.00 -acre tract of land out of a 202.16 -acre tract out of Section 8, Range V, of the H.P.L. Kinney Sectionalized Lands, from the "RMH" Manufactured Home District and "IL" Light Industrial District to the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Corpus Christi Page 9 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 Attachments: Agenda Memo - Isaias Franco Ordinance Special Permit - Isais Franco Presentation - Isaias Franco Zoning Report - Isaias Franco 23. 14-001429 Public Hearing and First Reading Ordinance - Rezoning from Residential to Commercial at 5921 Yorktown Boulevard Case No. 1214-01 Maxwell P. Dunne Funeral Service, Inc.: A change of zoning from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District, resulting in a change to the Future Land Use Plan from residential to commercial uses. The property is described as being a 2.13 acre tract of land out of Lot 20, Section 10, Flour Bluff and Encinal Farm and Garden Tracts, located on the southwest corner of Yorktown Boulevard and Loire Boulevard. Planning Commission and Staff Recommendation (December 3, 2014): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Maxwell P. Dunne Funeral Services, Inc. ("Owner"), by changing the UDC Zoning Map in reference to a 2.13 acre tract of land out of Lot 20, Section 10, Flour Bluff and Encinal Farm and Garden Tracts, from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo - Maxwell P. Dunne Funeral Service, Inc. Ordinance - Maxwell P. Dunne Funeral Service, Inc. Presentation - Maxwell P. Dunne Funeral Svc. Inc. Zoning Report - Maxwell P. Dunne Funeral Svc., Inc Q. REGULAR AGENDA: (ITEM 24) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 24. 14-001187 Second Reading Ordinance - Approving a fifteen (15) year lease for the ILA (International Longshoreman's Association) building (Requires 28 day delay) (1st Reading 12/9/14) 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. Corpus Christi Page 10 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 Attachments: Agenda Memo - Museum Asian Cultures 2014 15 yr Ordinance - Museum Asian Cultures Lease Lease - Museum Asian Cultures 2014 - Parks (amended) R. FIRST READING ORDINANCES: (ITEMS 25 - 34) 25. 14-001388 First Reading Ordinance - Amending City Code to modify auto wrecker ordinance Ordinance amending Chapter 57, Article V "AUTOWRECKERS" of the Corpus Christi Code by modifying permitting, regulatory, and enforcement procedures of auto wreckers, increasing fees for substitution of vehicle, and increasing wrecker service fees; Providing an effective date; Providing for severance; Providing for penalty; and Providing for publication. Attachments: Agenda Memo - Wrecker Ordinance 01.13.2015 Ordinance - Wrecker Amendments - 2015 26. 14-001398 First Reading Ordinance - Accepting and appropriating grant funds for the Internet Crimes Against Children (ICAC) task force program Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the Office of Juvenile Justice and Delinquency Prevention Internet Crimes Against Children (ICAC) Task Force program, in the amount of $19,800 to purchase equipment, supplies, and training travel for the ICAC program within the Police Department; and appropriating the $19,800 in the No. 1061 Police Grants Fund. Attachments: Agenda memo - ICAC grant approp 01.13.2015 Ordinance - ICAC grant 2015 27. 14-001389 First Reading Ordinance - Amending City Code to modify Animal Care Ordinance Ordinance amending Chapter 2 and Chapter 6 of the Corpus Christi Code to reassign Animal Care Services roles and responsibilities; to designate the Animal Care Services Manager as the Local Rabies Control Authority; to establish a fee schedule; authorizing waiver of fees; providing Animal Control Service Manager authority to prohibit dangerous dogs within the City; eliminating $25 refund for sterilization of adopted animals; prohibiting traps with holding mechanisms; to modify the name of Animal Control Advisory Committee; to modify the ex officio members; to designate the Animal Care Advisory Committee as the Animal Shelter Committee; Providing for severance; Providing for publication; Providing for penalty; and Providing an effective date. Corpus Christi Page 11 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 Attachments: Agenda Memo - Animal Care Ordinance 01.13.2015 Ordinance - Creating Fee schedule 2015 28. 14-001420 First Reading Ordinance - Appropriating funds into the Crime Control District Fund 29. 14-001424 Ordinance appropriating $1,323,658.59 from the unreserved fund balance in No. 9010 Crime Control District Fund for "one-time" expenditures in the FY 2014-2015 operating budget, and changing the FY 2014-2015 operating budget adopted by Ordinance No. 030294 by increasing expenditures by $1,323,658.59. Attachments: Agenda Memo - Crime Control Ordinance - Crime Control One time Expenditure 2015 First Reading Ordinance - Lease agreement with TCEQ for use of Oak Park and H. J. Williams Park for air monitoring station Ordinance authorizing the City Manager, or designee, to execute a five year lease agreement (with the option for one five year renewal) with the Texas Commission on Environmental Quality (TCEQ) for installation and operation of an air quality monitoring station on a 0.113 acre tract of land on Oakpark Park located at 842 Erwin Street, Corpus Christi,TX and a 0.038 acre tract of land on Bayview (H.J. Williams) Park, located at 2518 Dempsey Road, Corpus Christi, TX; providing for severance; and providing for publication. Attachments: Agenda Memo - Lease Agrmt with TCEQ Oakpark & Williams Park Lease Agreement & Location Maps Ordinance 30. 14-001440 First Reading Ordinance - Engineering contract for City of Corpus Christi Regional Water Supply Strategic Sustainability Plan Ordinance amending the FY 2015 Capital Improvement Program Budget adopted by Ordinance No. 030303 to add Project No. E14001 City of Corpus Christi Regional Water Supply Strategic Sustainability Plan; transferring and appropriating $572,365 from the Unreserved Fund Balance in No. 4041 Raw Water Supply Development Fund to and appropriating in the No. 4080 Water CIP Fund for the City of Corpus Christi Regional Water Supply Strategic Sustainability Plan; and authorizing the City Manager or designee to execute a Professional Services Agreement in the amount of $539,967 with CH2M Hill Engineers, Inc., a Delaware Corporation with a branch office in Corpus Christi, Texas for the City of Corpus Christi Regional Water Supply Strategic Sustainability Plan for technical, public outreach, strategic planning and associated services. Corpus Christi Page 12 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 Attachments: Agenda Memo - Water SuppIy Ordinance - Water SuppIy Prolect Budget - Water SuppIy Location Map - Water SuppIy Contract - Water SuppIy Presentation - Water SuppIy 31. 14-001373 First Reading Ordinance - Purchase of electronic plan review solution from Bentley Systems, Inc. Ordinance appropriating $236,104 from the Unreserved Fund Balance in the Development Services Fund No. 4670 for the purchase of Bentley electronic plan review software; changing the FY 2014-2015 Budget adopted by Ordinance No. 030294 to increase expenditures by $236,104; authorizing the City Manager, or designee, to execute contract with Bentley for electronic plan software, with the total amount of the fixed price agreement of $286,104; authorizing the City Manager, or designee, to execute amendment to Master Contract with Bentley Systems, Inc. for implementation of an electronic plan review solution. Attachments: Agenda Memo - Bentley Systems Inc. Ordinance - Bentley Contract - Bentley Systems Inc. Proposal - Bentley Systems Inc. 32. 14-001422 First Reading Ordinance - Closing a portion of a utility easement located west of the Ayers Street public right-of-way, and north of the Saratoga Boulevard (SH 357) right-of-way Ordinance abandoning and vacating an 8,598 -square foot portion of an existing 10 -foot wide utility easement out of a part of Lots 1 & 2, Cabaniss Acres No. 2, located west of the Ayers Street public right-of-way, and north of the Saratoga Boulevard (SH 357) right-of-way; and requiring the owners, Ernesto & Vienna Flores, to comply with the specified conditions. Attachments: Agenda Memo - A&V, Lots 1 & 2 Cabaniss Acres No. 2 Ordinance - A&V, Lots 1 & 2 Cabaniss Acres No. 2 Presentation - right of way closure 33. 14-001324 First Reading Ordinance - Type A Grant for CC Cold Storage, LLC and South Texas Cold Storage, LLC facility located at 260 McBride Lane Ordinance approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and CC Cold Storage, LLC and South Texas Cold Corpus Christi Page 13 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 Storage, LLC ("Cold Storage") to provide a grant of up to $265,000, for the creation of jobs and authorizing the City Manager, or designee, to execute a Business Incentive Project Service Agreement with the Type A Corporation regarding implementation and administration of the Cold Storage Business Incentive Agreement for the creation of jobs; and appropriating $265,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund for said business incentive grant from the Type A Corporation to Cold Storage; and changing the FY 2014-2015 operating budget, adopted by Ordinance No. 030294, by increasing expenditures by $265,000. Attachments: Agenda Memo - Cold Storage Ordinance - Cold Storage Agreement - CC Cold Storage Project Service Agreement - CC Cold Storage 34. 14-001428 First Reading Ordinance - Authorizing Issuance of Solid Waste Certificates of Obligation Ordinance authorizing the issuance of "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2015" in an amount not to exceed $14,500,000 for the purpose of financing costs associated with making permanent public improvements to the City's Solid Waste System; providing for the payment of said Certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Solid Waste System; providing the terms and conditions of said Certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said Certificates, including the approval and distribution of an Official Statement; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements of the letter of representations with the depository trust company; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of the Certificates; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. Attachments: Agenda Memo - CO's for Solid Waste January 13, 2015.pdf Ordinance - Solid Waste CO's .pdf S. FUTURE AGENDA ITEMS: (ITEMS 35 - 45) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 35. 14-001247 Purchase of Centracs Automated Transportation Management System Corpus Christi Page 14 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 Motion approving the purchase of one (1) Centracs Automated Transportation Management System from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $241,000.00. 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 - Centracs ATMS.pdf Price Sheet - Centracs ATMS.pdf 36. 14-001249 Purchase of 152 Econolite Cobalt Controllers 2100 to replace incompatible controllers for traffic signal system Motion approving the purchase of 152, Econolite Cobalt Controller 2100 from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $448,400.00. 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 Econolite Cobalt Controller 2100.pdf Price Sheet- Purchase of Econolite Cobalt Controller 2100.pdf 37. 14-001246 Purchase of eighteen (18) Traffic Signal Cabinets Motion approving the purchase of eighteen (18) National Electrical Manufacturers Association (NEMA) TS2-1 Traffic Signal Cabinets from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $148,032.00. 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: Price Sheet - Traffic Signal Cabinets.pdf Agenda Memo - Traffic Signal Cabinets.pdf COF - Traffic Signal Cabinets.pdf 38. 14-001397 Purchase of six (6) Radar Vehicle Detection Systems Motion approving the purchase of six (6) radar vehicle detection systems from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $98,280.00. 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 - Radar Detection Systems.pdf Price Sheet - Radar Detection Systems.pdf 39. 14-001259 Service Agreement for Herbicide Application Motion approving a service agreement with DeAngelo Brothers, LLC, Katy, Texas for herbicide application in accordance with Bid Invitation No. BI -0300-14, based on only bid for an estimated annual expenditure Corpus Christi Page 15 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 of $82,462.89, of which $68,719.07 is required for the remainder of FY 2014-2015. The term of the contract 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 Contractor and the City Manager or designee. Funds have been budgeted by the Street Operations Department in FY 2014-2015. Attachments: Agenda Memo - Herbicide Application Service.pdf Service Agreement - Herbicide Application Service.pdf Bid Tabulation - Herbicide Application Service.pdf 40. 14-001419 Supply Agreements for Food Items Motion approving supply agreements with the following companies in the following amounts in accordance with Coastal Bend Council of Governments Bid Invitation No. CBCOG-15-1 for food items, for an estimated six-month expenditure of $193,802.43. The terms of the contracts shall be for six months. Funds are available through the Meals on Wheels Grant. LaBatt Food Service Corpus Christi, Texas 154 Line Items $78,687.09 Grand Total: $193,802.43 Attachments: Agenda Memo - Food Items.pdf Award Summary - Food Items.pdf COF - Food Items.pdf Performance Food Group Victoria, Texas 127 Line Items $115,115.34 41. 14-001425 Engineering construction contract for FM 2444 Waterline Adjustments Task Order No. 5 and 6 Motion authorizing the City Manager, or designee, to execute a construction contract with Bay, Ltd of Corpus Christi, Texas in the amount of $783,023 for the TXDOT Participation Projects - Task Order Nos. 5 and 6 - FM 2444 Waterline Adjustments for the total base bid. Attachments: Agenda Memo - Task Order 5 and 6 FM 2444 Waterline Adiust.pdf Prosect Budget - Task Order 5 and 6 FM 2444 Waterline Adiust.pdf Location Map - Task Order 5 and 6 FM 2444 Waterline Adiust.pdf Presentation - Task order 5 and 6 FM 2444 Waterline Adjustments 42. 14-001426 Engineering Construction Contract for FM 2444 Waterline Adjustments Task Order No. 7 Motion authorizing the City Manager, or designee, to execute a construction contract with National Power Rodding Corporation of Corpus Christi Page 16 Printed on 1/12/2015 City Council Meeting Agenda - Final January 13, 2015 Austin, Texas in the amount of $70,306 for the TXDOT Participation Projects - Task Order No. 7 - FM 2444 Waterline Adjustments for the total base bid. Attachments: Agenda Memo - Task Order 7 FM 2444 48inch Waterline.pdf Prosect Budget - Task Order 7 FM 2444 48inch Waterline.pdf Location Map - Task Order 7 FM 2444 48inch Waterline.pdf Presentation - Task Order 7 FM 2444 48inch Waterline.pdf 43. 14-001443 Amending Type A Board Affordable Housing Goals and Strategies Motion to approve Type A Board Affordable Housing Goals and Strategies. Attachments: Agenda Memo - Type A Goals and Strategies Goals and Strategies - Type A Affordable Housing changes 44. 14-001339 Nominating Flint Hills Resources, LP as a Triple Jumbo Texas Enterprise Zone Project Resolution nominating Flint Hills Resources Corpus Christi, LLC ("Flint Hills") to the Office of the Governor Economic Development & Tourism ("EDT") through the Economic Development Bank ("Bank") as a Triple Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act ("Act"). Attachments: Agenda Memo - Flint Hills TEZ 2015 Resolution - Flint Hills TEZ 2015 Approved TEZ Ordinance 2014 45. 14-001430 Approving the City's Investment Policy and Investment Strategies Resolution reaffirming the City of Corpus Christi's Investment Policy and Investment Strategies for Fiscal Year 2014-2015 Attachments: Agenda Memo Investment Policy January 20, 2015.pdf Resolution - Reaffirming Policy 2014 vFinal3 2015 Investment Policy - January 20 2015 Final 2015 Investment Policy - Red -line January 20 2015 Final T. LEGISLATIVE UPDATE: This item is for Council's informational purposes only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. U. ADJOURNMENT Corpus Christi Page 17 Printed on 1/12/2015 TO: Mayor and Council FROM: Rebecca Huerta, City Secretary DATE: January 7, 2015 SUBJECT: Parliamentary Procedure during Council Meetings 1 As we start this new Council term, I'd like to introduce a number of improvements to the parliamentary procedures we use during City Council meetings. These procedures align with best practices used in many cities in Texas. The improvements add clarity for the public about the issues the Council is considering and the proposed action to be taken. The examples to follow outline procedures for a regular agenda item and public hearing/first reading ordinance item. REGULAR AGENDA Current Process: 1. Mayor calls for agenda item to be considered (e.g. "Let's move to Item 12"). 2. Staff makes presentation. 3. Mayor calls for public comment. 4. Mayor calls for Council comment. 5. Once comments/discussion has ended, Mayor calls for roll call vote. 6. City Secretary calls the roll, and announces the result of the vote. New Process: 1. NEW: Mayor calls for agenda item to be considered AND reads the subheading of the item to be discussed. For example: Mayor: "Let's move to Item 12. Item 12 is a resolution authorizing a landscape maintenance agreement for landscape improvements on State Highway 286 at J.C. Elliott Landfill Transfer Station." 2. Staff presentation on the purpose of the item. 3. Mayor calls for public comment. 4. Mayor calls for Council comments. 2 5. NEW: Bring forward the motion: Once recognized by the Mayor, a member makes a motion for approval or passage of the item. If there is a second, the Mayor restates the motion. 1st Council Member: `1 move to approve the resolution." 2nd Council Member: "Second." Mayor: "It has been moved and seconded to approve the resolution." 6. NEW: Considering the motion: Once the motion is stated by the Mayor and on the floor, the Mayor asks if there is any further discussion. At this point, the Council can make motions to amend, table, etc., the action, if desired, or end discussion. Mayor: "There being no further discussion, the question is to approve the resolution. Let's vote." 7. The Mayor calls for roll call vote. 8. City Secretary calls the roll, and announces the result of the vote. PUBLIC HEARINGS Current Process 1. Mayor calls for agenda item to be considered (e.g. "Let's move to Item 12"). 2. Staff makes presentation. 3. Mayor asks for a motion to open public hearing. Motion is made and seconded by Council members, and passed. 4. Mayor calls for public comment. 5. Once comments/discussion has ended, Mayor asks for a motion to close the public hearing. Motion is made and seconded by Council members, and passed. 6. Mayor asks for Council comments. 7. Once discussion/debate has ended, Mayor calls for vote. 8. City Secretary calls roll call, and announces the result of the vote. New Process: 1. NEW: Mayor introduces the proposed item by reading the subheading of the item to be discussed. For example: Mayor: "Item 6 is a Public Hearing and First Reading Ordinance to consider Case No. 1114-06 Robert S. Browning, a rezoning from Farm Rural to Commercial located at 3718 Airline Road." 2. Staff presentation on the purpose of the item. 3 3. NEW: Mayor opens public hearing. No motion and second by Council members are necessary to open. 4. Mayor calls for public comment. 5. NEW: Mayor closes public hearing after all interested persons have had an opportunity to comment. Again, no motion and second by Council members are necessary. 6. Mayor asks for Council comments 7. NEW: Bring forward the motion: Once recognized by the Mayor, a member makes a motion for approval or passage of the item. If there is a second, the Mayor restates the motion for clarity. 1st Council Member: "I move that we approve the ordinance." 2nd Council Member: "Second." Mayor: "It has been moved and seconded that we approve the ordinance." 8. NEW: Considering the motion: Once the motion is stated by the Mayor and on the floor, the Mayor asks if there is any further discussion. At this point, the Council can make motions to amend, table, etc. the action, if desired, or end discussion. 9. Once debate has ended, the Mayor calls for roll call vote. 10. City Secretary calls for roll call vote, and announces the result of the vote. Additional best practices: 1. If a Council member knows in advance that they will be proposing an amendment(s) to an action item, it would be appreciated if they would notify the City Secretary in advance. Providing the amendment(s) in advance will allow staff the opportunity to determine the legality and feasibility of the amendment(s) if applicable. The City Secretary will also notify the Mayor so she can prepare to restate the amendment during the meeting. 2. If the proposed amendment s) is complex, it would be appreciated if the Council member would provide the wording in writing for clarity. In conclusion, my recommendation is that we adopt these improvements to our parliamentary procedures. If you have any questions or comments, please let me know. PARLIAMENTARY PROCEDURES REBECCA HUERTA, CITY SECRETARY Parliamentary Law It is an organized system that allows a group of people to come together to make a decision. The system is made up of basic principles and rules that determine how the group will proceed through the decision-making process. Introduction of Business: Regular Agenda New Process: NEW: Mayor calls for agenda item to be considered AND reads the subheading of the item to be discussed. For example: Staff presentation on the purpose of the item. Mayor calls for public comment. Mayor calls for Council comments. NEW: Bring forward the motion: Once recognized by the Mayor, a member makes a motion for approval or passage of the item. If there is a second, the Mayor restates the motion. 1st Council Member: "I move to approve the resolution." 2nd Council Member: "Second." Mayor: "It has been moved and seconded to approve the resolution." 7 Introduction of Business —Regular Agenda NEW: Considering the motion: Once the motion is stated by the Mayor and on the floor, the Mayor asks if there is any further discussion. At this point, the Council can make motions to amend, table, etc., the action, if desired, or end discussion. Mayor: "There being no further discussion, the question is to approve the resolution. Let's vote." The Mayor calls for roll call vote. City Secretary calls the roll, and announces the result of the vote. _A= Introduction of Business —Public Hearing New Process: NEW: Mayor introduces the proposed item by reading the subheading of the item to be discussed. For example: Mayor: "Item 6 is a Public Hearing and First Reading Ordinance to consider Case No. 1114-06 Robert S. Browning, a rezoning from Farm Rural to Commercial located at 3718 Airline Road." Staff presentation on the purpose of the item. NEW: Mayor opens public hearing. No motion and second by Council members are necessary to open. _AM Introduction of Business —Public Hearing Mayor calls for public comment. NEW: Mayor closes public hearing after all interested persons have had an opportunity to comment. Again, no motion and second by Council members are necessary. Mayor asks for Council comments 7 NEW: Bring forward the motion: Once recognized by the Mayor, a member makes a motion for approval or passage of the item. If there is a second, the Mayor restates the motion for clarity. 1st Council Member: "I move that we approve the ordinance." 2nd Council Member: "Second." Mayor: "It has been moved and seconded that we approve the ordinance." 0 Introduction of Business —Public Hearing NEW: Considering the motion: Once the motion is stated by the Mayor and on the floor, the Mayor asks if there is any further discussion. At this point, the Council can make motions to amend, table, etc. the action, if desired, or end discussion. Once debate has ended, the Mayor calls for roll call vote. City Secretary calls for roll call vote, and announces the result of the vote. Questions? Corpus Christi Meeting Minutes 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. A. Mayor Nelda Martinez to call the meeting to order. Mayor Martinez called the meeting to order. B. Invocation to be given by Pastor Jason Teague, Asbury United Methodist Church. Pastor Jason Teague gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Bill Green, Interim Director of Environmental & Strategic Initiatives. Interim Director of Environmental & Strategic Initiatives Bill Green 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. (Note: Council Member McIntyre arrived at 11:34 a.m. Council Member Riojas arrived at 11:38 a.m. Council Member Scott arrived at 12:16 p.m. Present: 8 - Mayor Nelda Martinez,Council Member Kelley AIIen,Council Member Rudy Garza,Council Member David Loeb,Council Member Chad Magill,Council Member Colleen Mclntyre,Council Member Lillian Riojas, and Council Member Mark Scott Absent: 1 - Council Member Priscilla Leal E. Proclamations / Commendations: (NONE) G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor Martinez deviated from the agenda and referred to City Manager's Comments. a. Employee Recognition: INFOR Software Implementation Team Corpus Christi Page 1 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 City Manager Olson recognized the employees who worked and continue to work on the implementation of the City's new INFOR Software System and extended a personal thank you for all the hard work they have been doing. b. Other 1) City Manager Olson announced the completion of Fire Station No. 5 and the ribbon cutting ceremony to be held on Wednesday, December 17, 2014. City Manager Olson said the fire station is a replacement station associated with the joint use between the Corpus Christi Independent School District and Del Mar College and will be a training and active fire station. I. MINUTES: 6. Regular Meeting of December 9, 2014. Mayor Martinez deviated from from the agenda and referred to approval of the minutes. Council Member Loeb made a motion to approve the minutes, seconded by Council Member McIntyre and passed unanimously. J. BOARD & COMMITTEE APPOINTMENTS: (NONE) K. EXPLANATION OF COUNCIL ACTION: L. CONSENT AGENDA: (ITEMS 7 - 50) 7. 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 Approval of the Consent Agenda Mayor Martinez referred to the Consent Agenda. There were no comments from the Council or the public. The consent agenda items were approved by one vote as follows: Aye: 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 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 Corpus Christi Page 2 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 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 passed on the Consent Agenda. Enactment No: M2014-161 8. 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. This Motion was passed on the Consent Agenda. Enactment No: M2014-162 9. 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 passed on the Consent Agenda. Enactment No: M2014-163 10. 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 Corpus Christi Page 3 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 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 passed on the Consent Agenda. Enactment No: M2014-164 11. 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 passed on the Consent Agenda. Enactment No: M2014-165 12. 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 passed on the Consent Agenda. Enactment No: M2014-166 13. 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 Page 4 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 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 passed on the Consent Agenda. Enactment No: M2014-167 14. 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 passed on the Consent Agenda. Enactment No: M2014-168 15. 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. This Motion was passed on the Consent Agenda. Enactment No: M2014-169 16. 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. Corpus Christi Page 5 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 This Motion was passed on the Consent Agenda. Enactment No: M2014-170 17. 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 passed on the Consent Agenda. Enactment No: 030363 18. 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 passed on the Consent Agenda. Enactment No: M2014-171 19. 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. This Motion was passed on the Consent Agenda. Enactment No: M2014-172 20. Engineering suppport services contract for the wastewater collection and treatment system's performance and compliance requirements (Requires 2/3 vote) Corpus Christi Page 6 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 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 passed on the Consent Agenda. Enactment No: M2014-173 21. 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 passed on the Consent Agenda. Enactment No: M2014-174 22. 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 passed on the Consent Agenda. Enactment No: M2014-175 23. 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 Base Bid. This Motion was passed on the Consent Agenda. Enactment No: M2014-176 24. Approving an amendment and extension to the agreement with Corpus Christi Page 7 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 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). This Motion was passed on the Consent Agenda. Enactment No: M2014-177 25. 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 passed on the Consent Agenda. Enactment No: M2014-178 26. 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 passed on the Consent Agenda. Enactment No: M2014-179 27. 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 Corpus Christi Page 8 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 FY2014-2015 budget. This Motion was passed on the Consent Agenda. Enactment No: M2014-180 28. 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. This Resolution was passed on the Consent Agenda. Enactment No: 030364 29. 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 passed on the Consent Agenda. Enactment No: 030365 30. 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 passed on the Consent Agenda. Enactment No: M2014-181 31. 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 Corpus Christi Page 9 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030366 32. 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. Corpus Christi Page 10 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030367 33. 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): 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030368 34. Second Reading Ordinance - Amending the Unified Development Corpus Christi Page 11 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030369 35. 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030370 36. 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 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 This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030371 37. 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. Corpus Christi Page 12 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030372 38. 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030373 39. 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030374 40. 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; Corpus Christi Page 13 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030375 41. 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030376 42. Second Reading Ordinance - Authorizing the issuance of Marina revenue bonds to fund the replacement of the "R" pier (1st Reading 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030377 43. Second Reading Ordinance - Design -Build Agreement for Pier R Replacement at the Marina (1st Reading 12/9/14) (Requires 2/3 vote) Corpus Christi Page 14 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030378 44. 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 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030379 45. 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030380 Corpus Christi Page 15 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 46. 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030381 47. 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030382 48. 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030383 Corpus Christi Page 16 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 49. 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) 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030384 50. 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030385 M. PUBLIC HEARINGS: (ITEMS 51 - 52) 51. 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 Corpus Christi Page 17 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 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; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Mayor Martinez referred to Item 51. Director of Development Services Dan Grimsbo stated that the purpose of this item is to rezone the subject property to allow for the construction of a retail shopping center. 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 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 52. 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 Corpus Christi Page 18 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 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. Mayor Martinez referred to Item 52. 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 development of a boat and recreational vehicle storage facility. Mr. Dimas stated that the Planning Commission and staff recommend denial of the "IL" Light Industrial District, and in lieu thereof, approval of a change of zoning to the "CN-1/SP" Neighborhood Commercial District with a Special Permit for a boat storage facility subject to a site plan and seven conditions. Council Member McIntyre made a motion to open the public hearing seconded by Council Member Magill and passed. Mayor Martinez called for comments from the public. Wayne Meyer, Matthew Kelly Bussard, and David Gurlock spoke in opposition to the zoning change. Council Member Loeb made a motion to close the public hearing, seconded by Council Member McIntyre and passed. Council members spoke regarding the following topics: the location of a previous zoning application request by Bryan Johnson for a storage facility that was denied; the distinction between Mr. Johnson's request and the current application by including several limitations to make the property neighborhood -friendly; the future land map for this site and whether the future land use map calls for any commercial zoning south of Yorktown; the amount of vacant, commercial -zoned property located around Waldron Road; the development of a zoning district that would allow for water -oriented commercial development that would be consistent with nearby residential; and traffic concerns at Waldron and Yorktown. This Ordinance failed with the following vote: Aye: 0 Nay: 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. Mayor Martinez deviated from the agenda and called for comments from the public. Jim Landale spoke regarding the ongoing labor issues at Sherwin Alumina and asked the City Council to support both sides coming back to the table to reach resolution. Carrie Robertson Meyer asked the Council to fund improvements on North Beach. Priscilla Waller and Gary Allsup with the Corpus Christi Housing Authority spoke regarding the affordable housing Corpus Christi Page 19 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 crisis in Corpus Christi and the two items removed from the agendas of the Corpus Christi Business and Job Development Corporation and the City Council regarding consideration of funding and supporting the renovation of La Armada. Rudy Medina spoke regarding code enforcement issues not being addressed at 5421 Cain Drive. Jack Gordy spoke regarding the City's enforcement of the Texas Highway Beautification Act. Rocco Montensano thanked the City Council and staff for addressing the water issues at the U.S.S. Lexington and North Beach area. Susie Luna Saldana wished the City Council a Merry Christmas and Happy Hanukkah and stated that the Council has done good things throughout the year. Ms. Saldana also spoke regarding rumors of Destination Bayfront resurfacing and asked the Council to get away from annexation. M. PUBLIC HEARINGS: (ITEM 53) 53. Public Hearing and First Reading Ordinance - Rezoning from Neighborhood Commercial to General Commercial at 5657 South Staples Street (Requires 2/3 vote) 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. Mayor Martinez referred to Item 53. City Secretary Huerta announced that Council Member Allen would be abstaining from this item. 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 -story, 18,455 -square foot restaurant/bar with an additional 7,695 square feet of exterior deck space. Mr. Dimas 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 Mcintrye made a motion to close the public hearing, seconded by Corpus Christi Page 20 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 Council Member Garza and passed. This Ordinance was passed on first reading and approved with the following vote: Aye: 7 - Mayor Martinez, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 1 - Council Member Allen H. EXECUTIVE SESSION: (ITEMS 1 -5) 1. 2. Mayor Martinez deviated from the agenda and 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 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. Mayor Martinez referred to Item 1 and stated that the following motion was discussed for consideration: Motion to authorize the City Attorney or his authorized representative to execute a professional services agreement with Navigant Consulting, Inc. to provide consulting services related to construction of the New Broadway Wastewater Treatment Plant in an amount not to exceed $350,000. Council Member Loeb made a motion to approve the motion, seconded by Council Member Scott. This Motion was passed and approved with the following vote: Aye: 8 - Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 Enactment No: M2014-159 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. City Secretary Huerta announced that Council Member Magill recused himself from the discussion on this item. This E -Session Item was discussed in executive session. Corpus Christi Page 21 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 3. 4. 5. 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 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. This E -Session Item was discussed in 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 Honorable Melissa Madrigal vs. City of Corpus Christi, with possible action and discussion in open session. Mayor Martinez referred to Item 4 and stated that the following motion was discussed for consideration: Motion to authorize the City Manager or his authorized representative to execute all documents necessary to settle the lawsuit against the City titled Melissa Madrigal vs. City of Corpus Christi and claims related thereto in an amount not to exceed $100,000. Council Member Loeb made a motion to approve the motion, seconded by Council Member Magill. This Motion was passed and approved with the following vote: Aye: 8 - Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 Enactment No: M2014-160 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. This E -Session Item was discussed in executive session. N. REGULAR AGENDA: (NONE) O. ONE READING ACTION ITEM: (ITEM 54) Corpus Christi Page 22 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 54. Resolution authorizing City of Corpus Christi election services contract with Nueces County for runoff election. Mayor Martinez referred to Item 54. City Secretary Rebecca Huerta stated that the purpose of this item is to approve a contract with Nueces County for election services for conducting the runoff election for City Council Districts One and Two. City Secretary Huerta stated that staff originally budgeted $370,000 for both the general/special election and the runoff election. The City Secretary's Office received a cost estimate from Nueces County for the general/special election in the amount of $246,553.74. City Secretary Huerta stated that the cost estimate for the runoff election is $300,157.99. City Secretary Huerta explained that because the City is the only entity requiring a runoff election, thus not allowing for efficiencies created by cost-sharing with other entities, an additional $176,711.73 is required to fund the runoff. City Secretary Huerta said these are conservative estimates. City Secretary Huerta said the final invoice will be received in the spring and staff will meet with Nueces County to ensure that the costs are reasonable. Council Members spoke regarding legitimacy of the estimated costs; the cost analysis that will occur in the spring; and discussions with the new County Clerk regarding super precincts. There were no comments from the public. This Resolution was passed and approved with the following vote: Aye: 8 - Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 Enactment No: 030386 P. FIRST READING ORDINANCES: (ITEMS 55 - 59) 55. 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 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. Mayor Martinez referred to Item 55. Marina Superintendent Peter Davidson stated that the purpose of this item is to approve the execution of a lease extension with Landry's Seafood and Steak House. There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Corpus Christi Page 23 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 Absent: 1 - Council Member Leal Abstained: 0 56. 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. Mayor Martinez referred to Item 56. Interim Executive Director of Public Works Valerie Gray stated that the purpose of this item is to execute an engineering construction contract with Haas -Anderson Construction, LTD and a construction materials testing contract with Tolunay Wong for the Cefe Valenzuela Landfill Pavement Life Cycle Replacement project. There were no comments from the public. In response to council members, Ms. Gray said she would email the City Council a copy of an aerial view designating where this work is located and the roads already replaced. There were no comments from the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 57. 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. Corpus Christi Page 24 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 Mayor Martinez referred to Item 57. Director of Aviation Fred Segundo stated that the purpose of this item is to execute Addendum No. 1 to the Atlantic Aviation lease agreement in order to join the lease guarantor to the existing lease and to correct, clarify and add specific provisions to the lease. There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 58. First Reading Ordinance - Authorizing a five year base term lease agreement with Signature Flight Support Coporation (Requires 2/3 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. Mayor Martinez referred to Item 58. Director of Aviation Fred Segundo stated that the purpose of this item is to authorize a five-year base term lease agreement with Signature Flight Support Corporation in order to provide commercial aeronautical services at the east fixed base operation at the airport. Mr. Segundo provided a brief overview of the terms and provision of the lease; the location and leased premises. There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 59. 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 Corpus Christi Page 25 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 Nina; and changing the FY 2014-2015 operating budget adopted by Ordinance No. 030294 by increasing revenue and expenditures by $18,497 each. Mayor Martinez referred to Item 59. Assistant City Manager Wes Pierson stated that the purpose of this item is to appropriate $18,497 of revenue from the sale of lead ballast from the Santa Maria to be used to restore the Nina Columbus ship. There were no comments from the Council or the public. This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor Martinez, Council Member Allen, Council Member Garza, Council Member Loeb, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Scott Absent: 1 - Council Member Leal Abstained: 0 Q. FUTURE AGENDA ITEMS: (60 - 63) Mayor Martinez referred to Future Agenda Items. A council member requested a presentation on Items 61 and 62. 60. 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 Warehouse Inventory and charged out to the various City Departments. This Motion was recommended to the consent agenda. 61. Approving Service Agreement with Child Obesity Prevention Program Provider related to the 1115 Transformation Waiver 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. This Motion was recommended to the consent agenda. Corpus Christi Page 26 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 62. 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. This Motion was recommended to the consent agenda. 63. 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. This Resolution was recommended to the consent agenda. R. BRIEFINGS TO CITY COUNCIL: (ITEMS 64 - 66) 64. Coastal Bend Mitigation Action Plan Annual Update Mayor Martinez referred to Item 64. Interim Assistant Director of Development Services Julio Dimas stated that the purpose of this item is to provide an annual update on the Coastal Bend Mitigation Action Plan. Mr. Dimas referred to a powerpoint presentation including a background; a history of the action plan and the intent to maintain a process that leads to hazard mitigation actions; the mitigation activities of the plan; and the mitigation items update. 65. Plan CC - Comprehensive Plan 2035 Mayor Pro Tem Garza referred to Item 65. Annika Gunning with Development Services stated that the purpose of this item is to provide an update on Plan CC - the City's Comprehensive Plan 2035. Lead Consultant for the Comprehensive Plan, Larrisa Brown was available to respond to questions. Ms. Gunning referred to a powerpoint presentation including a status on the process; the housing market potential; the current state of the existing residential and new housing market; the demographics of the existing and new housing and people's housing preferences; the number of new units the market can support annually for the next five (5) years by housing type; and the office, retail and hotel market analysis. Council members spoke regarding the following topics: whether it would affect retail sales if there were more retail options in the downtown area; the types of retail that are attracting visitors in the City; the development of unique retail activities to draw visitors; the reason for the anticipated decrease in single-family detached units for sale; the residential analysis projecting what the market can support, not the demand; the changes in demographics Corpus Christi Page 27 Printed on 1/8/2015 City Council Meeting Minutes December 16, 2014 affecting residential; the demand for rental housing; how the community can begin to attract builders; whether an analysis has been done on property zoned commercial in the area; the types of activities business travelers want to do after the work day; travelers interested in a "sense of place" and connectivity; whether workforce was taken into account on the analysis; historical data on spending power versus sales; addressing affordable housing; and whether there is significant urban renewal in the downtown area. 66. FY2015 Consolidated Annual Action Plan Workshop Mayor Martinez referred to Item 66. Director of Housing and Community Development Eddie Ortega stated that the purpose of this item is to provide information on the proposed process for the FY2015 Consolidated Annual Action Plan (CAAP). Mr. Ortega provided a briefing on the plan including: goals and objectives, performance measures; the proposed schedule; the Community Development Block Grant (CDBG) Program, Emergency Solutions Grant (ESG) Program, and Home Investment Partnerships (HOME) Program eligible activities, scoring criteria, and evaluation; Katheryn Saar, Texas Department of Housing and Community Affairs, presented information on the low income housing tax credits program and the role that local governments play in the allocation process. Ms. Saar provided an explanation on the difference between tax credits and tax deductions, the structure of the housing tax credit program, the regional allocation formula that distributes the credits, and options that local governments can do to affect the tax credit awards which includes a resolution of support, facilitating meetings between development teams and communities, or providing a commitment of development funding. Council members asked questions regarding the low income housing tax credits including: an explanation on how the remaining funds that are allocated collapse into a statewide pool; how the scoring criteria and proportional amounts were determined; whether there will be any future changes; the number of scoring criteria; how often the criteria is updated by the Texas Legislature; the fair housing lawsuit over this program's selection criteria; which communities/developers in Texas do a good job in this process; the City's challenges and asking developers about their strategic plan to communicate the value of affordable housing to school districts; and whether the City Council is subject to the fair housing act regarding how local support is determined. S. LEGISLATIVE UPDATE: T. ADJOURNMENT None. The meeting was adjourned at 6:06 p.m. Corpus Christi Page 28 Printed on 1/8/2015 Corpus Christi Meeting Minutes City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Monday, December 29, 2014 10:00 AM Council Chambers SPECIAL CITY COUNCIL MEETING A. Mayor Nelda Martinez to call the meeting to order. Mayor Pro Tem Rudy Garza called the meeting to order. B. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. City Secretary Huerta stated that per the Texas Election Code for the purposes of conducting the canvass, two members of the governing body constitute a quorum. City Secretary Huerta announced that Mayor Pro Tem Rudy Garza is presiding and Council Members Mark Scott and David Loeb are present. City Secretary Huerta stated that a quorum of the Council and the required Charter Officers were present to conduct the meeting. Charter Officers: Deputy City Manager Margie Rose, City Attorney Miles K. Risley, and City Secretary Rebecca Huerta Present: 3 - Council Member Rudy Garza,Council Member Mark Scott, and Council Member David Loeb Absent: 6 - Mayor Nelda Martinez,Council Member Chad Magill,Council Member Colleen Mclntyre,Council Member Lillian Riojas,Council Member Kelley Allen, and Council Member Priscilla Leal C. SPECIAL CONSIDERATION ITEM: 1. Canvassing of Returns of the December 16, 2014 Runoff Election Ordinance canvassing returns and declaring the results of the Runoff Election held on December 16, 2014, in the City of Corpus Christi, for the purpose of electing Council Member Districts One and Two; and declaring an emergency. Mayor Pro Tem Garza referred to Item 1 and stated that the purpose of this item is to canvass the returns of the December 16, 2014 Runoff Election. The council members canvassed the results of the election for Council Member Districts One and Two. There were no comments from the Council or the public. This Ordinance was passed on emergency reading and approved with the following vote: Aye: 3 - Council Member Garza, Council Member Scott and Council Member Loeb Corpus Christi Page 1 Printed on 1/8/2015 City Council Meeting Minutes December 29, 2014 Absent: 6 - Mayor Martinez, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Allen and Council Member Leal Abstained: 0 D. ADJOURNMENT Enactment No: 030387 The meeting was adjourned at 10:04 a.m. Corpus Christi Page 2 Printed on 1/8/2015 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 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 07/27100 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% 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 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 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: TOTAL ESTIMATED PROJECT BUDGET BALANCE $ 136,150.00 136,150.00 135,627.00 136,150.00 544,077.00 30,000.00 512,577.00 1,500.00 $ 544,077.00 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 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas 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 O 5/C•aon Rod 5.1 UR6.1N 0.00 C C • 5/e• .on Roe fauna • C..,,,1. Monument roam o i• iron ra, fool found k, =63'30'41" R=417.51' T=258.42' L=462.80' j'// ChB=N29'3T27"yy��j�, ChL=439.47 City of Corpus Christi Right—of—way Easement (Doc. No. 2010039753. 0.P.R.N.C.T.) TRACT 1 2.70 Acres Ronald S. Browning "? ac, No. 913419 0.P.R N.C.T, 7� 0.P.R N.C.T. ,49 Lot 23 TRACT II 2.30 Acres rn Ronald S. Browning.^ 1• 01oc. No. 913419 ,etc 0 Section 20 Flour Bluff and Encina) Farm and Garden Tracts Vol. A, Pgs. 41-43, Map Records of Nueces County, Texas Lot 26 /7 Zor Lot 24 3.456 Acres Ronald S. Browning Doc. No. 877262 % '5 0.P.R.N.C.T. ll/3 /49. 8os£ 2e 600 19.27 Acres 899.189 save TRACT NI 20.00 Acres ._ Ronald 5. Browning Doc. No. 913419 0.P.R.N.C.T. Lot 25 •49. / a 'Point of Beginning' / Site 8111 Witt Gly Park Corpus Christi, ex ' a 4" LOCATION MAP N.T.S. Exhibit B Sketch to Accompany A 19.27 Acre Tract of Land, more or less, of Lots 25, and 26, Section 20, of the Flour Bluff & Encind Farm & Garden Tracts, a map of which is recorded In Volume A. Pages 41-43, Mop Records of Humes County, Taxa% comprised of portions of a 2.70 Acre Tract. described as Tract I, a 2.30 Acre Tract, descried as Tract II, and a 20.00 Acre Tract described as Tract III. in a Special Warranty Deed from Pacific Southwest Bonk, F.S.B. to Rondd S. Browning, as recorded In Document No. 913419. of the Official Records of Nueces County, Texas. 300 200 100 0 Graphic Scale 1"=200' LL 200 400 URBANDATE: Oct. 24, 2014 SCALE: 1"=200' G JOB NO.: 42908.B4.02 SHEET: 1 of 1 DRAWN BY: XG ENGINEERING s,••,. 9. moss Clablio Nae WS n., 16 MS eves Fm r MUMS ROC 031) 151,710t me aso asnmr . A " • • • 1 / •i1 :: • 1 .• Art • 1 •a„ •. • •. . Aerial Overview Aerial OCp,TImAM ofrr .ej 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 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas 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 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 Aerial Overview Subject Property Aerial * N 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 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 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED this the day of , 20 ATTEST: Rebecca Huerta Nelda Martinez City Secretary 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 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED this the day of , 20 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 Corpus C‘500 ti Capital Programs Cefe Valenzuela Landfill Pavement Life Cycle Replacement Council Presentation December 16, 2014 Project Scope Carpus 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 Carpus Chr sti Capital Programs 2013 2014 2015 Ja n Feb Mar AprlMay Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar AprlMaykun Jul Aug Design Sep Oct Nov Dec Bid Jan Feb Mar AprlMaykun Jul Aug Sep Oct Construction Project Estimate: 300 Calendar Days Al 10 Months TOTAL TOTAL 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 FUNDS REQUIRED: Construction Estimate Base Bid (Haas Anderson) Contingencies (10%) Construction Inspection (estimate) Engineering Fees: Design (Kleinfelder) Construction Materials Testing (Tolunay/Wong) Reimbursements ESTIMATED PROJECT BALANCE $ 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 $ 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 Manager, 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. 523 j ("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 govemment, the state, and city which exist at the PROJECT SITE are as follows: None. CITY OF CORPUS CHRISTI TOLUNAY-WONG ENGINEERS, INC. (2 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 DATAEXCHANGEVWGIENRSOLID WASTE15232 JC ELLIOTTAND CEFE VALENZUELA LANDFILL PAVEMENTAND ROADWAY LIFE CYCLE REPLACEMENTTOLUNAY WONGIAGREEMENT.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 CH -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. P14-0098 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. 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 110 Tolunay-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. IEXHIBIT "A" I Page 3 of 3 Geotechnical Engineering *Environmental Field and Consulting Services •Construction Materials Testing *Deep Foundations Testing 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 Tess than ten (10) calendar days advance written notice for nonpayment of premium. EXHIBIT "B" Page2of3 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 Consultants 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 Basic Services: Preliminary Phase Design Phase Bid Phase Report Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey Reporting 0 & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. xxxxxx Invoice No. 12345 Invoice Date: Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete $15,117 $0 $0 $15,117 $0 $1,000 $1,000 7% 20,818 0 0 20,818 1,000 500 1,500 7% 0 0 0 0 0 0 O n/a 14,166 0 0 14,166 0 0 0 n/a 0% 0 0 0 0 0 0 O $50,101 $0 $0 $50,101 $750 $1,500 $2,500 5% $0 $0 $0 $0 $0 $0 $0 n/a 0 0 0 0 0 0 O n/a 9,011 0 0 9,011 0 0 0 0% 29,090 0 0 29,090 0 0 0 0% 1,294 0 0 1,294 0 0 0 0% TBD TBD TBD TBD TBD TBD 0 0% TBD TBD TBD TBD TBD TBD TBD 0% $39,395 $0 $0 $39,395 $0 $0 $0 0% $50,101 $0 $0 $50,101 $750 $1,500 $2,500 5% 39,395 0 0 39,395 0 0 0 0% $89,496 $0 $0 $89,496 $750 $1,500 $2,500 3% 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 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED this the day of , 20 ATTEST: Rebecca Huerta Nelda Martinez City Secretary 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 , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas 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. 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED, this the day of _, 2015. ATTEST: Page 2 of 2 Rebecca Huerta Nelda Martinez City Secretary Mayor AGENDA MEMORANDUM Public Hearing and First Reading Ordinance for the City Council Meeting of January 13, 2015 Second Reading for the City Council Meeting of January 20, 2015 DATE: December 18, 2014 TO: Ronald L. Olson, City Manager FROM: Dan Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Amendment to the Unified Development Code: Enhance Enforcement of Bar, Taverns, or Pub Zoning CAPTION: Ordinance amending the Unified Development Code by revising subsections 5.2.7 to enhance enforcement of bar, taverns, or pub zoning; amending the Unified Development Code by revising subsections 5.1.4.F to correct an error in the text for restaurant accessory use; and providing for severance, penalty, publication, and effective date. PURPOSE: The purpose of this item is to clarify the specific standards of a Bar, Tavern, or Pub. BACKGROUND AND FINDINGS: The proposed UDC amendment will assist with defining establishments engaged in the retail sale of alcoholic beverages for on -premise consumption. Clarifying the specific standard will distinguish the type of establishment and provide improved enforcement of the Zoning Ordinance. 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 5.2.7 to enhance enforcement of bar, taverns, or pub zoning; amending the Unified Development Code by revising subsections 5.1.4.F to correct an error in the text for restaurant accessory use; and providing for severance, penalty, 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, January 13, 2015, 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 5.2.7. Bar, Tavern, or Pub is amended by revising the text to read as follows: 5.2.7. Bar, Tavern, or Pub A bar, tavern or pub shall be permitted in accordance with the use tables in Article 4 provided that the bar, tavern or pub shall not be located any closer than 1,000 feet from a place of worship, or elementary, middle or high school and 300 feet from a Day Care use. To ensure compliance with this subsection, any establishment engaged in the retail sale of alcoholic beverages for on -premise consumption shall provide upon request by a City Code Enforcement Official verified copies of either, I) the previous quarterly or the previous three monthly sales tax reports and the gross receipts tax reports for the same periods, if the establishment pays the gross receipt tax or 2) the previous three months alcohol sales and sales tax information and other information or documents sufficient to determine the percentage of alcohol sales, if the establishment does not pay the gross receipts tax. Failure to provide the documentation requested or accurately maintain required records is prima facie evidence that the establishment is a bar, tavern or pub. SECTION 2. That UDC subsection 5.1.4.F is amended by revising the text to read as follows: 5.1.4.F. Restaurant Characteristics: Establishments tha Principal Uses Catering establishment, small- scale Fast-food restaurant Outdoor vendors with permanent facility Pizza delivery establishment Restaurant Yogurt or ice cream shop t prepare and sell food for on- or o Accessory Uses Bap Decks and patios for outdoor seating Drive-through or drive-in facility Off-street customer and employee parking Satellite dish antenna under 3.2 feet* Valet parking facility ff-premise consumption. Uses Not Included Bar, tavern or club (see Indoor Recreation) Catering establishment, large-scale (se Light Industrial Service) Membership club or lodge (see Indoor Recreation) 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. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1, Section 1.10.1, and Article 10 of the UDC. SECTION 5. Publication shall be made in the City's official publication as required by the City's Charter. SECTION 6. 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of January 13, 2015 Second Reading for the City Council Meeting of January 20, 2015 DATE: December 23, 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 Manufactured Home and Industrial To Industrial with a Special Permit For Isaias Franco Property Addresses: 7585 Leopard Street and 1326 Rhew Road CAPTION: Case No. 1214-02 Isaias Franco: A change of zoning from "RMH" Manufactured Home District and "IL" Light Industrial District to the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction, not resulting in a change to the Future Land Use Plan. The property is described as being a 15.854 -acre tract of land out of the Anthony C. Page Survey 591 and the A.M. French Survey 312, Abstract 1018 and a 20.00 -acre tract of land out of a 202.16 -acre tract out of Section 8, Range V, of the H.P.L. Kinney Sectionalized Lands, located on the south side of Leopard Street between Rhew Road and Cathead Road. PURPOSE: The purpose of this item is rezone the property to allow extraction of sand material. RECOMMENDATION: Planning Commission and Staff Recommendation (December 17, 2014): Approval of the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction subject to the following conditions: 1. Use Regulation: The only use allowed other than those allowed by right in the "IL" Light Industrial District is Resource Extraction, which is a use that extracts sand, gravel, and dirt from land including stockpiling of sand, gravel, or dirt. 2. TCEQ Dust Control: Control dust in accordance with the TCEQ requirements. 3. Access: Vehicular access will be limited to Leopard Street only, which is an arterial street. 4. Hours of Operation: The hours of operation shall be limited to the hours between 7:30 AM and 6:00 PM. 5. Time Limit: The Special Permit will expire in one year from the date of the approved ordinance unless an excavation permit application has been applied for. After the excavation permit has been applied for, this Special Permit will terminate within five years or upon termination of the excavation permit BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is proposing a resource extraction business on a 35.854 -acre of land. All material removed is replaced with dirt fill material. This resource extraction business will serve construction related to the Eagle Ford Shale activities and will last no longer than five years at this site. The proposed use is appropriate at this location in the "IL" Light Industrial District. The use complements and is compatible with the surrounding uses and zoning patterns. ALTERNATIVES: 1. Modify the conditions of the Special Permit; or 2. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Port/Airport/Violet Area Development Plan and is consistent with the adopted Future Land Use Plan, which slates the property for a light industrial use. The 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 Isaias Franco ("Owner"), by changing the UDC Zoning Map in reference to a 15.854 -acre tract of land out of the Anthony C. Page Survey 591 and the A.M. French Survey 312, Abstract 1018 and a 20.00 -acre tract of land out of a 202.16 -acre tract out of Section 8, Range V, of the H.P.L. Kinney Sectionalized Lands, from the "RMH" Manufactured Home District and "IL" Light Industrial District to the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction; 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 Isaias Franco ("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, December 17, 2014, during a meeting of the Planning Commission, and on Tuesday, January 13, 2015, 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 Isaias Franco ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a 15.854 -acre tract of land out of the Anthony C. Page Survey 591 and the A.M. French Survey 312, Abstract 1018 and a 20.00 -acre tract of land out of a 202.16 - acre tract out of Section 8, Range V, of the H.P.L. Kinney Sectionalized Lands, located on the south side of Leopard Street between Rhew Road and Cathead Road (the "Property"), from the "RMH" Manufactured Home District and "IL" Light Industrial District to the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction (Zoning Map No. 055045), as shown in Exhibits "A-1" and "A-2", and Exhibits "B-1" and "B-2" and Exhibit "C". Exhibits "A-1" and "A-2", which are a metes and bounds descriptions of the Property, Exhibits "B-1" and "B-2", which are maps to accompany the metes and bounds, and Exhibit "C", which is a Site Plan are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The Special Permit granted in Section 1 of this ordinance is subject to the Owner meeting the requirements of Exhibit C and the following conditions: 1. Use Regulation: The only use allowed other than those allowed by right in the "IL" Light Industrial District is Resource Extraction, which is a use that extracts sand, gravel, and dirt from land including stockpiling of sand, gravel, or dirt. 2. TCEQ Dust Control: Control dust in accordance with the TCEQ requirements. 3. Access: Vehicular access will be limited to Leopard Street only which is an arterial street. 4. Hours of Operation: The hours of operation shall be limited to the hours between 7:30 AM and 6:00 PM. 5. Time Limit: The Special Permit will expire in one year from the date of the approved ordinance unless an excavation permit application has been applied for. After the excavation permit has been applied for, this Special Permit will terminate within five years or upon termination of the excavation permit. 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. 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas Page 2 of 3 The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED this the day of , 20 ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor 1214-02 Special Permit Ordinance, Isais Franco Page 3 of 3 STATE OF TEXAS COUNTY OF NUECES TRACT II Field Notes of 15.854 acres being out of the Anthony C. Page Survey 591 and the A.M. French Survey 312, Abstract 1018. Said 15.854 acre tract also being out of the Kirchberg tract described in a deed recorded in Document No. 900502, Deed Records Nueces County, Texas. Said 15.854 acre tract being more particularly described as follows: BEGINNING at 5/8" iron rod set in the west line of the Franco 20.0 acre tract, for the southeast corner of Tract I being a 16.000 acre tract surveyed by Brister Surveying this day, and for the northeast corner of Tract II, and for the northeast corner of this survey, from WHENCE a 5/8" iron rod found in the south right of way of Leopard Street, for the northeast corner of the Tract 1, Eleanor Tracts, as shown on a map recorded in Volume 34, Page 36, Map Records Nueces County, Texas bears, North 01°37'54" West, a distance of 1,191.80 feet. THENCE with the west line of the said 20.0 acre tract, South 0I°37'54" East, a distance of 831.68 feet to a 5/8" iron rod set in the west line of the said 20.0 acre tract, and for the southeast corner of this survey, from WHENCE a 2" iron pipe found bears, South 01°37'54" East, a distance of I889.44 feet. THENCE South 88°32'44" West, a distance of 1,33438 feet to a 5/8" iron rod set in the east right of way of Rhew Road, and for the lower southwest comer of this survey. THENCE with the cast right of way of Rhew Road, North 01°27'16" West, a distance of 50.00 feet to a 5/8" iron rod set in the east right of way of Rhew Road, for the southwest corner of a 80' Detention Basin as described in a deed recorded in Doc. No. 2008030157, Deed Records Nueces County, Texas, and for the upper southwest comer of this survey, from WHENCE a 5/8" iron rod found in the east right of way of Rhew Road, for the northwest comer of the said Detention Basin bears, North 01°27'16" West, a distance of 80.00 feet. THENCE with the common line of the said Detention Basin and our tract, North 88°32'44" East, a distance of 535.00 feet to a 5/8" iron rod set for an inside comer of this survey. THENCE with the common line of the said Detention Basin and our tract, North 01°27'16" West, a distance of 781.72 feet to a 5/8" iron rod set for the southwest comer of Tract I, for the northwest corner of Tract II, and for the northwest corner of this survey. THENCE with the south line of the said Tract I, North 88°32'44" East, a distance of 796.93 feet to the POINT of BEGINNING of this survey, and containing 15.854 acres of land, more or less. Notes: 1.) Bearings are based on Global Positioning System NAD 83 (93) 4205 Datum. 2.) A Map of equal date accompanies this Metes and Bounds description. I, Ronald E. Brister do hereby certify that this survey of the property legally described herein was made on the ground this day November 5.2013 and is correct to the best of my knowledge and belief. "naact&. . Ronald E. Brister, RPLS No. 5407 Date: November 7, 2013. Job No. 131377 Exhibit A-1 STATE OF TEXAS COUNTY OF NUECES Field Notes of a 20.000 acre tract out of a 202.16 acre tract described in a deed recorded in Document No. 2002022657, Deed Records Nueces County, Texas. Said 20.000 acres also being out of Section 8, Range V, of the H. P. L. Kinney Sectionalized Lands Nueces County, Texas. Said 20.000 acre tract being more particularly described as follows: BEGINNING at 5/8" iron rod found in the south right of way of Leopard Street for the northeast corner of Tract 1 of the Eleanor Tract Subdivision as shown on a map recorded in Volume 34, Page 36, Map Records Nueces County, Texas, for the northwest corner of the said 202.16 acre tract, and for the northwest corner of this survey. THENCE South 01°37'54" East, a distance of 3912.92 feet to a 2" iron pipe found in the north right of way of Sedwick Road for the southeast comer of a 30.00 acre tract as described in a deed recorded in Volume 1757, Page 761, Deed Records Nueces County, Texas, and for the southwest comer of this survey. THENCE with the north right of way of Sedwick Road, North 89°00'38" East, a distance of 225.7I to a 5/8" iron rod set in the north line of the Sedwick Road right of way, from WHENCE a 5/8" iron rod found in the north right of way of Sedwick Road for the southeast corner of the said 202.16 acre tract bears North 89°00'38" East, at a distance of 2431.22 feet. THENCE North 01°37'54" West, a distance of 3807.37 feet to a 5/8" iron rod set in the south right of way of Leopard Street for the northeast comer of this survey, from WHENCE a 5/8" iron rod found in the south right of way of Leopard Street for the Northeast corner of the said 202.16 acre tract bears South 66°02'34" East, a distance of 950.82 feet. THENCE with the south right of way of Leopard Street, North 66°02'34" West, a distance of 250.24 feet to the POINT of BEGINNING of this survey, and containing 20.000 acres of land, more or less. Notes: 1.) Bearings are 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 March 21.2012 and is correct to the best of my knowledge and belief. onaa2�. Ronald E. Brister, RPLS No, 5407 Date: March 27, 2012. Job No. 12248 Exhibit A-2 1,-8 1.!q!gx3 SCALE 1" = 200' DEGRADED PLOTTING ODE THIS PROPERTY NY HD 1,1,1, (11rvl.r M1I00,1 48546491450 E D_ M1141INI y ERN IR 1985 AND IIS ® ISNOT LOCATED IN A DESIGNATEDADD. FT ODD ZONE Ioo • SURVEY OF TRACT 1 BEING 16.000 ACRES AND TRACT 11 BEING 15.854 ACRES, BOTH BEING OUT OF THE ANTHONY C. PAGE SURVEY 5.91 AND THE A. M. FRENCH SURVEY 312 ABSTRACT 1018. SAID 15.854 ACRE TRACT ALSO BEING OUT OF THE KIRCHBERG TRACT DESCRIBED IN A DEED RECORDED IN DOCUMENT NO. 900502, DEED RECORDS NUECES COUNTY, TEXAS. • • • THIS SURVEY DONT WITHOUT TIIE BENT TT OF A TITLE COMMITMENT. 1114331 1 ( VOL. 34, PAGE'. NCL ELEANOR !RAC AIRNCT 111 LI IA VOI 43 PA, 115, AIRNCT FRAC 5B Fl PANOR TRACTS 'OI '. I') MR.NCT TRACT 4A ELEANOR IRA I VOL01.45, PAGE R ACT FRAC! JA PI FAVOR TRACTS VOL 45, PAOP 160 FRAC! 5A ELEANOR TRACTS OL.0 PAGE 1.A9 0 O 0 FRANCO 20 ACRE PRAIA' P.O.B. NOI537'54"W 751.05 TRACT I 16-000 ACRES 696,947 S.F. 911 37'54"E 831.68' (MEAS) TRACT II 15.854 ACRES 690,594 SJ'. N01327'16'W 781.72' FAS) SU DOC NO.00S030, (IIRN C: T) 1,1 NO1527'16"W 50.011' (MFAS) RHEW ROAD 611 RIGHT OF WAY = FOUND 5/8" IRON ROD = SET 5/8" IRON ROD 1013 NO. 13130 W 74, 5/5 Z 09 0 NOTES: 1.) TOTAL SLRVFYPD AREA IS 15.854 ACRES. I)SENSURED BEARINGS ARL BASED ON GLOBAL POSITIONING SYSTEM NAD 83 (93) 4205 DATI1M. 3.) A METES AND BOUNDS DESCRIPTION OF E011AI_ DATE ACC,OMPANIFS THIS SURVEY. Brister Surveying FOUND 2" IROS PIYI BEARS S01537.30E 1989 REM,TNDER OF KIRCHBERG TRACT DOC. NO. 900502 D.R. N.C.T. HIS SEIRN EY DOES AM IND 3110 HE RFSFARCIE GATION, OR ALL US, D5SE EN I V IUC TIONS OkLL SERVIDEM HI IN WAYS. OR U IILI 1 ILS ON 1 HIS PROPEIt'IY. TIIAT TIIIS SIMS, OF THE TY LEGALLY DESCRIBED HEREIN WASNLIDE ON HE OROUNDIHIS DAY NO, LAMER 3,015 AND IS CORRECT TO THE :ST OF 1511115111KNOWLED E ANTI BELIEF. RONNITD BRIElER RPI 5-11,7 NA!, NOVEMBER 7.2013 LOT 2 LOT5 RHEW VO_ I INDUS 67, PAGE O ['RIM. 174 1-1 O LOT 12 LOT 13 LOT 14 ti O ti O LOT 17 FL FAV RTRAITS .1. AE 11S5 Fl FAVOR TR ACTS `OT 43, n1.lt.P4r Ia_ LIPO WORTH! L2261,P.8 1,1 NO1527'16"W 50.011' (MFAS) RHEW ROAD 611 RIGHT OF WAY = FOUND 5/8" IRON ROD = SET 5/8" IRON ROD 1013 NO. 13130 W 74, 5/5 Z 09 0 NOTES: 1.) TOTAL SLRVFYPD AREA IS 15.854 ACRES. I)SENSURED BEARINGS ARL BASED ON GLOBAL POSITIONING SYSTEM NAD 83 (93) 4205 DATI1M. 3.) A METES AND BOUNDS DESCRIPTION OF E011AI_ DATE ACC,OMPANIFS THIS SURVEY. Brister Surveying FOUND 2" IROS PIYI BEARS S01537.30E 1989 REM,TNDER OF KIRCHBERG TRACT DOC. NO. 900502 D.R. N.C.T. HIS SEIRN EY DOES AM IND 3110 HE RFSFARCIE GATION, OR ALL US, D5SE EN I V IUC TIONS OkLL SERVIDEM HI IN WAYS. OR U IILI 1 ILS ON 1 HIS PROPEIt'IY. TIIAT TIIIS SIMS, OF THE TY LEGALLY DESCRIBED HEREIN WASNLIDE ON HE OROUNDIHIS DAY NO, LAMER 3,015 AND IS CORRECT TO THE :ST OF 1511115111KNOWLED E ANTI BELIEF. RONNITD BRIElER RPI 5-11,7 NA!, NOVEMBER 7.2013 Z 8 }!q!4x3 SCALE 1" = 250' 2 O SURVEY OF A 20.000 ACRE TRACT OUT OF A 202.16 ACRE TRACT DESCRIBED IN A DEED RECORDED IN DOCUMENT NO. 2002022657, DEED RECORDS NUECES COUNTY, TEXAS. SAID 20.000 ACRES ALSO BEING OUT OF SECTION 8, RANGE V, OF THE H. P. L. KINNEY SECTIONALIZED LANDS NUECES COUNTY, TEXAS. • C TRACT 1 FI.E.ANOR TRACT SURD VOL. 34 PG. 36 Dv GRAPHIC PLOTTING ONLY, THE Roea IS I DI ATED WITHIN ZONE AS DEFINED BM TILE FTDF2AI 3 GNIHA 4854D1L5C D D_ NyHT. IS, 1985 AND 0IS DISNOT LOCATED INADESI9001030ETAR FL 00272.2 o9 NO BEM ro,, SUAVE ES. i ASURFD BPARI\C'S ANT/BASED ON OI 02A2 1904205 DATUM. POSITIONING I .1 SMEI ES AND BOU'\LSIIL33LSC'RIPHON OE EQUAL DA EL ACCOMPANIES THIS SLUM,.. ▪ = ROUND 2" IRON PIPE O = SET 518" IRON ROD ▪ = FOUND 5/8" IRON ROD 55.57 ACRES VOL 2244, PAGE 930 REMAINDER OF 202.18 ACRES DOC. NO. 2002022657 5401°37'54'0' 38117.37' (MEAS 20.000 ACRES 871,211 S.F. 001°37'54"E 3912.92' (MEAS) S01207'37"E (DEED) 32.36 ACRES VOL. 2173. PAGE 236 SCHEDULE 'IV ITEMS V) VOM NIL DI. EMIL 118 BEAM, I EL) VOLUME 212, PAGE 102 BLANKEI 5VOLUME h) VOLE TLE 206, PADS Lk BLANKET .)VOLUME 95E, PAGE 366 BLANKET VN)WM,: 23', PAGED DOES NOT APPLY OV OO) VOLUME 33] PALL15 DOES PPLY )) S BLL E 01 ) C PLV ) V O NOT 0301L 021 OO) VOLUME 0)c )LOLL ME 709,. 10) 00 0) ) 00 ) O LUME 323, PAGE 31,8 BLANKET n) MOLL ALL 264, PAOL. 22 BLANKET Vo=3100 312 PAGE 514 BLANKET 1 913' PAGE 39' BLANKET o) ) VOLUME 21 )VOLc'0631 PAGE . DOES NOT APPLY P) c W) VOLE r EL PAGE . DOES NOT APPLY wv VOLLT1E OS PAGE 311 DOES NOT APPLY VOLUME45 BLANKET )NOEL VIE HD, Q 1)01 LG. INK PM. 324 DONN NOI APPI ) VOLUME,. PAGE H BLANKET YT) LOLL AIS 1116 PAGE 15 DOES NOT APPLA 1) A 01 DAIL 197A PAGE 3 H k J VOLUME 737. PAGE ID BLANKET Z.2) VOLUME L) VOLUME_l PAC 16 DOES NOP AIM, -), OLUNE_2 .105 BLANKET A)DOC NO 31103021845 BLANKET JOB NO. 12224E 30.00 ACRES VOL. 1757, PAGE 761 Brister Surveying ell I BU YLIB ISMAS 1 RANCO GF NO. 16701640 3T TO ISAIAS FRANCO AND FIRST AMERICAN TITLE. DE N6) I 671116.CBT THE ENDERSIONFED DOTS HEREBY 2 Mal, HA IFI HIS SURE, WAS l'H. NINDE. ON IHE GROUND Or TI IS PROPERTY LEGALLY DESCRIBED UTREON AND IS CORRECT: AND THERE ARE NO DISCREPANCIES, CONFI.TCPS,TIIAT CONFLICTS, VISIBLE ENGROAGUMENTS, OVERI ...NG OF IMPROVE, TENTS, EASEMENTS OR .5PPARENT EXCEPT ns RIGHTS-OF,.SHOW, HEREON, AND SAID miwean finsACCESS 0 AND FROM A DUNCAN ED ROAD, A, .ENCEPT AS SHOWN HEREON f?0Yfaa% e /u¢C.w- ,n 11, MARCH 2) 2)12 [rY ' .=,1s. -n .-.4 IMMIICEMAIIIIII ©I ri' �L�f17ft5i-:� 1L _ i1 11 Ff iRSH1 RE=EI RliEWINE115TR[,►L =91 tITf Q(xY RA ij SCALE 1' ..20t7 Tract I — Metes and Bounds N 66 degrees 02' 34" E 250.24' S 01 degrees 37' 54" E 3912.92' 89 degrees 0' 38" E 225,71' 01 degrees 37' 54" W 3807.37' Trac 11—Metes and Bounds LI N 88 degrees 32' 44" E LII S 01 degrees 37' 54" E LIII 888 degrees 32' 44" W LIV NOl degrees 27' 16" W LV N88 degrees 32' 44" E LVI NO1 degrees 27' 16" W ATSMAI1SpIaRaO R1.Y.TICDR00[T MECUM Oa1IMI= g uenrm arTlelRinuuMSZVC, wlwlenrt uulasGlarTtua YTYIeUIC LL77,a_FI.Y IL TS 7JO DR $E WITLOGIiDAA deR0alfOtl TOArfOm72sS 796.93' 831.68' 1334.38' 49.96' 535.00' AAtt;; 781.72'^�CL a 4�� �04�F SURVEY OF TRACT I DENO 16100 ACRES AND TRAGI II BEING 1SAS4 ACRES, 130Th BEING OUT OFTIM ANTHONY C. PAGE SURVEY S91 AND THE A. M. FRENCH SURVEY 312, ADSTRACP HIM SAID HAS ACRE TRACT ALSO DEMO OUT OF THE IORCHBERO TRACEDFSCRMED IN A DEED RECORDED !N DOCUMENT NO. 900502, DEED RECORDS NUECFS COUNTY,1ECAS.. Entry -) b Ory TUB SWIYGTRGrIRTATIPT iRSECl6ROrATTILE®LLIDSMKT. Industrial Development 1.4 Trees 37' 54" W 3807.37' " Tract 1- LI 1 SP Proposed o Fence Existing LI/SP FRANCA 20ACRE MALT Sand Excavation Area ,.oa.3'01 degrees 37' 54" )ast 391292' wrr,new'aa 1,1011734V 75.19S TRA[Y1 veLxrArm)1 Field House JIZAMOILTRACTS rc-. 17ACTM E.MNORTIIACIT TRACER MME ACRES 694947 S.F. 50177SPE, 2 iM ) Tract II • - LI/ SP Proposed Existing R -MH rRACrn ISAS4 ACRES Existing R MH T3EI'TTII6'W 731.71 (MEM) Brister Surveying srposadol..a. Pa MIMIC 1.4 1laCN4TdL)RO TI LI Win 6-1V S uir{MEAS) RHEW ROAD e RlaliOP RAT Vacant a FOUND Sr MON ROD SLrrS,C 1RON RCD loam. u 9rl .J Tract III - 1.1/SP Proposed See P1aI. . REMAINDER OF ICIRCNBERO TRACE DOC NMI= D.RNrGT. Vacant tri CJ Caliche Road L !2. Vacant NUTTER 14117MLSVRY6YED AREA IS 11.1f71ACRET. _)ME'e, S= PGWMGT ARG$411:3313101.02V. TT1tr710N1 ND SYSTEM NAD r7 0:15 MOAT= 11 A Mt= AND POVN=OS3CAlFddA rO D EDIML ATRACCOLD IRCUI1HRSURVEY, Li TICS =WY Pm3 NDTOR"mDTI OVA LSQvfTUDIM 6M1STIV:2/1TRra1RDP VIM WOJSIVAIT FOSllttME 71: iRO WHf1 R MLITTV r do I mum ORSFr TINTTIOTT RVETP/TICTIMMTT Im.VLYaC[1RoA IY®1IASYAGIIdlr TICE VXOURITIIRaAT XXV MDR 4R11RYTa71 TNPw1aO®Nme11O7. Kianaa9e.aidzi ,0. w6RIR70 VJL 110.317 T TT1I Z.... EITAIISTTAl.13 RliEWINE115TR[,►L �"��� vCL 67, rADLC 174 IELTANOTITIArtl 1•All'O „„. 1+ Fa 1Q� rL��. Ras+ M.R ECT. p /17II 0 M • 14� rQ. .-1 .1 g I (� i q7� M M °'�'�' 11117117.11117117."` Commercial Industrial r LI Win 6-1V S uir{MEAS) RHEW ROAD e RlaliOP RAT Vacant a FOUND Sr MON ROD SLrrS,C 1RON RCD loam. u 9rl .J Tract III - 1.1/SP Proposed See P1aI. . REMAINDER OF ICIRCNBERO TRACE DOC NMI= D.RNrGT. Vacant tri CJ Caliche Road L !2. Vacant NUTTER 14117MLSVRY6YED AREA IS 11.1f71ACRET. _)ME'e, S= PGWMGT ARG$411:3313101.02V. TT1tr710N1 ND SYSTEM NAD r7 0:15 MOAT= 11 A Mt= AND POVN=OS3CAlFddA rO D EDIML ATRACCOLD IRCUI1HRSURVEY, Li TICS =WY Pm3 NDTOR"mDTI OVA LSQvfTUDIM 6M1STIV:2/1TRra1RDP VIM WOJSIVAIT FOSllttME 71: iRO WHf1 R MLITTV r do I mum ORSFr TINTTIOTT RVETP/TICTIMMTT Im.VLYaC[1RoA IY®1IASYAGIIdlr TICE VXOURITIIRaAT XXV MDR 4R11RYTa71 TNPw1aO®Nme11O7. Kianaa9e.aidzi ,0. w6RIR70 VJL 110.317 T TT1I Aerial Overview N Aerial N PLANNING COMMISSION FINAL REPORT Case No. 1214-02 HTE No. 14-10000046 Planning Commission Hearing Date: December 17, 2014 Applicant & Legal Description Applicant/Owner: Isaias Franco Legal Description/Location: Being a 15.854 -acre tract of land out of the Anthony C. Page Survey 591 and the A.M. French Survey 312, Abstract 1018 and a 20.00 -acre tract of land out of a 202.16 -acre tract out of Section 8, Range V, of the H.P.L. Kinney Sectionalized Lands, located on the south side of Leopard Street between Rhew Road and Cathead Road. Zoning Request From: "RMH" Manufactured Home District and "IL" Light Industrial District To: "IL/SP" Light Industrial District with a Special Permit for Resource Extraction Area: 35.854 acres Purpose of Request: To allow extraction of sand material. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "RMH" Manufactured Home District and "IL" Light Industrial District Vacant Light Industrial North "RMH" Manufactured Home District Vacant Light Industrial South "IL" Light Industrial District and "RMH" Manufactured Home District Vacant Light Industrial East "IL" Light Industrial District Light Industrial and Vacant Light Industrial West "IL" Light Industrial District Vacant Light Industrial 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 "IL/SP" Light Industrial District with a Special Permit for Resource Extraction is consistent with the adopted Future Land Use Plan and the Port/Airport/Violet Area Development Plan. Map No.: 055045 Zoning Violations: None Planning Commission Final Report Page 2 Transportation Transportation and Circulation: Access to the two properties is a 50 -foot wide road on the 15.854 -acre tract of land fronting Rhew Road, which is designated as a C3 Primary Collector street by the Urban Transportation Plan. The north boundary of the 20 -acre tract of land has 275 feet of frontage on Leopard, which is designated as an A2 Secondary Arterial Divided road, and the south boundary has 230 feet of frontage on Sedwick Road, which is designated as an Al Minor Arterial Undivided road. Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume (2011) Rhew Road C3 Primary Collector 75' ROW 50' paved 45' ROW 21' paved Not Applicable Leopard Street A2 Secondary Arterial Divided 100' ROW 54' Paved 150' ROW 92' Paved Not Applicable Sedwick Road Al Minor Arterial Undivided 95' ROW 64' paved 55' ROW 20' paved Not Applicable Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RMH" Manufactured Home District and "IL" Light Industrial District to the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction. The combined rezoning request is 35.854 -acres. 20 -acres is currently zoned "RMH" Manufactured Home District and 15.854 acres is zoned "IL" Light Industrial District. Development Plan: The applicant is proposing to continue his Resource Extraction Business by extending the area to excavate from his current 20 -acre tract onto the additional 15.854 -acre tract of land. All material removed is replaced with returned dirt fill material. This Resource Extraction will serve the Eagle Ford Development. Currently there are six employees and will remain the same. Existing Land Uses & Zoning: North, south and west of the subject property is vacant land zoned "IL" Light Industrial District. Immediately to the west is a drainage basin. The property east of the subject property is also zoned "IL" Light Industrial and is a light industrial subdivision. 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 located within the boundaries of the Port/Airport/Violet Area Development Plan (ADP). The proposed rezoning to the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction is consistent with the Port/Airport/Violet ADP and the adopted Future Land Use Plan's designation of the property as light industrial. Plat Status: The subject property is not platted. Planning Commission Final Report Page 3 Review Criteria: Staff determined that the Special Permit meets the review criteria. In determining to approve with conditions, the following criteria was considered. 1. The use is consistent with the Comprehensive Plan. 2. The use complements and is compatible with the surrounding uses and community facilities. 3. The impact of the use on public infrastructure can be minimized without negatively impacting existing uses in the area and in the City. 4. The use contributes to, enhances or promotes the welfare of adjacent properties and the surrounding area. 5. The use does not affect adjacent and neighboring uses permitted. 6. The use does conform in all respect to regulations and standards in this Unified Development Code. 7. The development provides ample off-site parking and loading facilities. Department Comments: • Resource Extraction is a heavy industrial use that the Unified Development Code allows in the "IL" Light Industrial District by Special Permit. A Special Permit is subject to limitations. • The proposed use is appropriate at this location in the "IL" Light Industrial District. • Resource Extraction is a temporary use until the property can no longer be excavated. • Roadway access would be limited to Leopard Street only, which is considered to be an arterial street. • An Excavation permit was approved by the Planning Commission in November with only one comment from residents concerning the dust. • The applicant must comply with the excavation permit by allowing monthly inspections. • The applicant's business will be meeting a demand from construction serving the Eagle Ford development. Planning Commission and Staff Recommendation: Approval of the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction subject to conditions. Special Permit Conditions: 1. Use Regulation: The only use allowed other than those allowed by right in the "IL" Light Industrial District is Resource Extraction, which is a use that extracts sand, gravel, and dirt from land including stockpiling of sand, gravel, or dirt. 2. TCEQ Dust Control: Control dust in accordance with the TCEQ requirements. Planning Commission Final Report Page 4 3. Access: Vehicular access will be limited to Leopard Street only, which is an arterial street. 4. Hours of Operation: The hours of operation shall be limited to the hours between 7:30 AM and 6:00 PM. 5. Time Limit: The Special Permit will expire in one year from the date of the approved ordinance unless an excavation permit application has been applied for. After the excavation permit has been applied for, this Special Permit will terminate within five years or upon termination of the excavation permit. Public Notification Number of Notices Mailed — 20 within 200 -foot notification area 2 outside notification area As of December 23, 2014: In Favor — 5 inside notification area — 0 outside notification area In Opposition — 5 inside notification area — 0 outside notification area Totaling 5.662% of the land within the 200 -foot notification area in opposition. Attachments: 1. Location Map with Notice Area 2. Site Plan K:\DevelopmentSvcs\SHARED\ZONING CASES\2014\1214-02 Isaias Franco\Council Documents\1214-02 Isaias Franco -Report for CC.docx IL 800 Feet 80 SUBJECT PROPERTY SEDWICK RD 20 CATHEAD_RD N M IL O Q ti ti ROUGHNECK_RD,-- Dat0Cre�: 1271/2014 Prepared By: jeremym Department of Development Services CASE: 1214-02 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 `?G'90 �d SUBJECT ' PROPERTY LOCATION MAP AGNES City of Corpus Christi SCALE I' - 2W Tract I — Metes and Bounds 11 N 66 degrees 02' 34" E 250.24' L11 S 01 degrees 37' 54" E 3912.92' LIIi N 89 degrees 0' 38" E 225,71' LW N 01 degrees 37' 54" W 3807.37' SURVEY OF TRACT 1BEIM mono ACRES AND TRACT RBEING 15954ACRES, BOTH BEING OUT OF7HEANTHONY C.PAGE SURVEYS91 AND THE A. M. FRENCH SURVEY 3I2,ABSIRACF1018 SAID 15.854 ACRE TRACT ALSO BEIN0OUT OFTHE RIRCHBERO TRACT DESCRIBED IN A DEED RECORDED 1N DOCUMENT NO. 'ARSW. DEED RENRDS NUECFS COUNTY, TEXAS.. ON Tract 11 — Metes and Bounds Entry — LI N 88 degrees 32' 44" E 796.93'etzu,,,;,c„ LII S 01 degrees 37' 54" E 831.68' ` Y01 - LW 888 degrees 32' 44" W 1334.38' LIV NO1 degrees 27' 16" W 49.96' LV N88 degrees 32' 44" E 535.00' TA VnitLVI NOl degrees 27' 16" W 781.72' ' . dry r''m e 0 1PANnRTMCIfexuo. ZIP I 17 o. e m =e y1 • tl.1ctl 1� YltiTM 111 "ANRRT?ACRO YOLgM®IO • f16" • C� TEACrM we • u, rest 43 • TLLT LI WORTEAC7T .AL MOE IA {gm11111MIL n DLN{T. TIEI n111YGT PgMg kf N IllrriTl R' ECIGi OFA liRi®IICISI[L Industrial Development Tract 1- LI ./ SP Proposed Fence Existing LISP NOT,N W Ilele •tp) Nul•AS4'W ?SLOT Field House EYaAn eennnEo 6v TnDnown ff,G6RI6.R,.r>pIR C Ale6rm aYTlelRti01tne6®n li W IOpelr YA,ALOOIMIT?A1EL Y1YIeU1C nA17 1UI.Y IL TS pa Det EIEieOrIDOt1mXA0eRER1Tntl leAen®ESS • TRACTI 16410 ACRES 076.947 SP. Brisker Surveying or ▪ matte t.4 N n 1 degrees 37' 54" W 3807.37' FRANCO Sand Excavation Area 1 N MAZY „0.,.3'01 degrees 37' 54” Vast 391292' ,_� J Kum rhino Pint • SOSTirt 21,Er (MCAT) Tract 11 -LII SP Proposed Existing R -MH TRAcrn ISs51 ACRES MOW S.F. Existing R -MH Lea NBN2TI6'1V MITT (METES) Pert9malenmr DOGI10.7EWnn10Elt=.1 LI N717T16'W soar (MEAS). ANEW INDUSTRIAL VOL 67. PAGE 174 M.I N.GT. Commercial Industrial RHEW ROAD 14IlUalfrOltWAY Vacant 0 . POUND SAT' IRON Bon Sem' IRON ROTA ka4E4 U 1771 E L5 Tract 111 — L'IJSP Proposed See Plai. .. RI7,U11NDER OF VIRCHBERO TRACT DOG MX 9E12302 D3LNPT. Vacant Caliche Road / �.2. Vacant 716rn. 14TOTAL EN1VCYm AREA IS 11.11t110113. 11 Iifl anus= BEAM= ARMBAND OEA NOLOL TP11110?11A NYErmt NADO41MIOAT AL 11Ai461 EEAND IIOYNNDISCR1 EQUAL OATEALL9IRAMOTHIS SURVEY.RVEV. u 11ec=WY emsNDTDICLI WTilt R,9WrILE VISINIMPLIK LAI 1»aYO6 T ALLQ,RYIN MIUMTOF . LOE UIW6lII4ItS"11E1RtE'aRY. LEONAUIR1126,1R 11011ES191'LT1,wr T1NT11 RRYLY0FT1C171/1MT1 LI6A1LYaErA1E OATREP UAEYADr10N nmOEOUmTefOAT 1X13 OIOUND EQTTOT EImOLYDORANDR3n1?. riWAE.lE0161 E}A;11e,N0 p,e 804EURGAT t.1r1 i 1113s.1 IMIMEI:E -: IS7x'rl LIZ•[T 011MBENWA i LI'S•rr7 1E01.3 1 I Mili=a Vacant Caliche Road / �.2. Vacant 716rn. 14TOTAL EN1VCYm AREA IS 11.11t110113. 11 Iifl anus= BEAM= ARMBAND OEA NOLOL TP11110?11A NYErmt NADO41MIOAT AL 11Ai461 EEAND IIOYNNDISCR1 EQUAL OATEALL9IRAMOTHIS SURVEY.RVEV. u 11ec=WY emsNDTDICLI WTilt R,9WrILE VISINIMPLIK LAI 1»aYO6 T ALLQ,RYIN MIUMTOF . LOE UIW6lII4ItS"11E1RtE'aRY. LEONAUIR1126,1R 11011ES191'LT1,wr T1NT11 RRYLY0FT1C171/1MT1 LI6A1LYaErA1E OATREP UAEYADr10N nmOEOUmTefOAT 1X13 OIOUND EQTTOT EImOLYDORANDR3n1?. riWAE.lE0161 E}A;11e,N0 p,e 804EURGAT t.1r1 AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of January 13, 2015 Second Reading for the City Council Meeting of January 20, 2015 DATE: December 23, 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 Commercial For Maxwell P. Dunne Funeral Service, Inc. Property Addresses: 5921 Yorktown Boulevard CAPTION: Case No. 1214-01 Maxwell P. Dunne Funeral Service, Inc.: A change of zoning from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District, resulting in a change to the Future Land Use Plan, from low density residential to commercial uses. The property is described as a 2.13 acre tract of land out of Lot 20, Section 10, Flour Bluff and Encinal Farm and Garden Tracts, located on the southwest corner of Yorktown Boulevard and Loire Boulevard. PURPOSE: The purpose of this item is to rezone the property to allow a neighborhood commercial use. RECOMMENDATION: Planning Commission and Staff Recommendation (December 3, 2014): Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District. BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District to construct a 10,000 -square foot funeral home. The proposed change of zoning is consistent with the Southside Area Development Plan and is not consistent with the adopted Future Land Use Plan, which slates the property for low density residential uses. The proposed rezoning is consistent with the Comprehensive Plan, is compatible with the surrounding developments, and would not have a negative impact on surrounding properties. The subject property is also suited for the proposed project. ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The rezoning is consistent with policies of the Southside Area Development Plan though it is not consistent with the adopted Future Land Use Plan, which slates the property for 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: Presentation - Aerial Map Ordinance Planning Commission Final Report Ordinance amending the Unified Development Code ("UDC"), upon application by Maxwell P. Dunne Funeral Services, Inc. ("Owner"), by changing the UDC Zoning Map in reference to a 2.13 acre tract of land out of Lot 20, Section 10, Flour Bluff and Encinal Farm and Garden Tracts, from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood 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 Maxwell P. Dunne Funeral Services, Inc. ("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, December 3, 2014, during a meeting of the Planning Commission, and on Tuesday, January 13, 2015, 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 Maxwell P. Dunne Funeral Services, Inc. ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a 2.13 acre tract of land out of Lot 20, Section 10, Flour Bluff and Encinal Farm and Garden Tracts, located on the southwest corner of Yorktown Boulevard and Loire Boulevard (the "Property"), from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District (Zoning Map No. 044031), 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED this the day of , 20 ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor Ordinance_1214-01 Maxwell P. Dunne Funeral Service, Inc. Page 2 of 2 Exhibit A 2.13 Acre Zonine Tract State of Texas County of Nueces Job No. 20354.B4.03 October 16"', 2014 Fieldnotes, for a 2.13 acre tract, of Lot 20, Section 10, Flour Bluff and Encinal Farm and Garden Tracts, a map of which is record in Volume A, Pages 41-43, of the Map Records of Nueces County, Texas, being the remainder of 2.47 Acre tract of land, a map of which is recorded in Volume 20, Page 13, of the said Map Records, being the same tract described in a deed from Judy Diane Foutch, to Maxwell P. Dunne Funeral Service, Inc., as recorded in document number 2014037652 of the Official Public Records of Nueces County Texas, said 2.13 acre tract being more fully described by metes and bounds as follows; Beginning, at a 5/8 inch iron rod, with red plastic cap stamped "URBAN ENGR C.C. TX" found, on the Southwest R -O -W line of Yorktown Boulevard, a public road way, the Northwest line of the said 2.47 Acre tract, the East corner of Lot IA, Block 2, King's Crossing Unit 13, a map of which is recorded in Volume 64, Page 96, of the said Map Records, for the North corner of the said 2.13 Acre tract and this tract; Thence, South 61°17'47" East, with the said R -O -W line, a distance of 225.99 feet, to a 5/8 inch iron rod found, in the North corner of Lot 1, Block 7, Kings Crossing Unit 14A, as recorded in volume 63, page 186 and 187, of the said Map Records, for the East corner of the said 2.13 Acre tract and this tract; Thence, South 28°40'11" West, with the common line of the said Lot 1 and the said 2.13 Acre tract, 410.07 feet, to a 5/8 inch iron rod found, on the Southwest line of the said 2.47 Acre tract, the West corner of the said Lot 1, an East corner of the said Lot IA, for the South corner of the said 2.13 Acre tract and this tract; Thence, North 61°21'I I" West, with the common line of the said Lot 1A, the said 2.47 Acre tract and the said 2.13 Acre tract, 226.29 feet, to a 5/8 inch iron rod found, being an inner ell corner of the said Lot IA, for the West corner of the said 2.47 Acre tract, the 2.13 Acre tract and this tract; Thence, North 28°42'41" East, continuing with the said common boundary, 410.29 feet, to the Point of Beginning and containing 2.13 Acres (92,758 sq. ft.) 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 desc herein. OF ''- " ' o t T et. Rt.,,� i URBAN ENGINEERING o 4 1KEITH W. WOOLEY .. .... 1171.,•1111106••.;"'0 om 5463 P 11'y��oFppG Q: � �. 11Urbanfso21DataLSurveying12o3541B4031oFFICEIMETEs AND BOUNDS 11 • B413 2.I3Ac Zoning Tract 20141016 doc Keith W. Wooley, R.P.L. License No. 5463 (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 www.urbaneng.com TBPE Firm # 145 • TBPLS Firm # 10032400 Page 1 of 1 FAX (361)854-6001 20'YY.R.� >15' LE1 Lot 1A, Block 2 King's Crossing Unit 13 Vol, 64, Pg. 96, Mop Records of Nueces County, Texas {Plat=N29'00'55"E 410.36')- N213'42'41NE 410.29' 15'u.E.- 2.13 Acres (92,759s1) Maxwell P. Dunne Funeral Service. Inc. Doc. No. 2014037652. 0. P. R. N.C.T. i ( I OI Point o' Beginnin 0 pJDA911100 UMoWO,I 60.0' 11h Iles auraeg EIENNG ASH W ADBti r Corpus Christi, Texas Cimarron Boulevard Lot 1, Block 7 (Non -Buildable) J Kings Crossing Unit 14A Vol. 63, Pgs. 186-187, Map Records of Nueces County, Texas 90 S28'40'11 "W 410.07' (Plat=S29'00'34"W 410.09') 0 60 Loire Boulevard 30 0 Gro' hic60 ole 60 120 O Fd. 5/8" iron rod with red plastic cap stamped Urban Engr C.C. Tx' • Fd. 5/8' iron rod LOC# fl0N MAP N.T.S. Exhibit B Sketch to Accompany Fieldnoteg for a 213 acre tract, of Lot 20, Section 10, Flour Bluff and Encino! Form and Gorden Trach a map of which is record in Volume A, Pages 41-43, of the Map Records of Nueces County, Temp being the remainder of 247 Ass tract of land, o map of which is recorded in Volume 24 Page 14 of the sold Alai, Record, being the same tract desatbed in a deed from Judy Ohne Thatch, to Maxwell P. Dunne Funeral Service, Ina, as recorded in document number 2014037652 of the Official Pubo Records of Nueces County Texas. URBAN ENGINEERING 2725 S.e . Q.R► aMJME IX 70101 !9T r 1A1 745 ISR5 r Ah roar:wA7 ROK' 151) 8544701 Ate 15Q 8546511 DATE: Oct. 24 2014 SCALE: 1'601 JOB NO.: 20354.64.03 SHEET: 1 of 1 DRAWN BY: XG CAP e a] .4.... mnrirntn a., 1.10 ASA nu,r Tn 121-1C_..,.2 Aerial Overview Subject Property Aerial Overview Subject Property PLANNING COMMISSION FINAL REPORT Case No. 1214-01 HTE No. 14-10000042 Planning Commission Hearing Date: December 3, 2014 Applicant & Legal Description Applicant/Owner: Maxwell P. Dunne Funeral Service, Inc. Representatives: Ronald J. Alonzo Legal Description/Location: Being 2.13 acres out of Lot 20, Sectionl0, Flour Bluff and Encinal Farm and Garden Tracts, located on the southwest corner of Yorktown Boulevard and Loire Boulevard. Zoning Request From: "RS -6" Single -Family 6 District To: "CN -1" Neighborhood Commercial District Area: 2.13 Acres Purpose of Request: To construct a 10,000 square foot building to be used as a funeral home. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "RS -6" Single -Family Vacant Low Density Residential North "RS -6" Single -Family and "CN -2" Neighborhood Commercial Vacant and Commercial Low Density Residential and Commercial South "RS -6" Single -Family Vacant Low Density Residential East "RS -6" Single -Family Low Density Residential Low Density Residential West "RS -6" Single -Family Public Semi -Public Low Density Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for low density residential use. The proposed change of zoning to the "CN -1" Commercial Neighborhood District is not consistent with the Future Land Use Plan. Map No.: 044031 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 225 feet of street frontage along Yorktown Boulevard, which is an "A3" Primary Arterial Divided street. The 415 -foot east boundary line of the subject property abuts a 20 -foot wide piece of property along Loire Boulevard which is owned by Kings Crossing Realty Ltd., associated with the residential development across Loire Boulevard. Loire Boulevard is classified as a "01" Minor Residential Collector street. Staff Report Page 2 Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume (2011) Yorktown Boulevard A3 Primary -Arterial Divided 130' ROW 79' paved 135' ROW 25' paved 11,648 Loire Boulevard 01 Minor Residential Collector 60' ROW 40' paved 60' ROW 40' paved N/A Staff Summary: Requested Zoning: The applicant is requesting a change in zoning from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District to allow the construction of a funeral home. Development Plan: The applicant proposes to construct a 10,000 square foot funeral home and associated parking lot. Hours of operation will be from 8:00 a.m. to 9:00 p.m. Existing Land Uses & Zoning: North of the subject property across Yorktown Boulevard is vacant property zoned "RS -6" Single -Family 6 and property with a small shopping center zoned "CN -2" Neighborhood Commercial. East of the subject property across Loire Boulevard is the King's Crossing Subdivision zoned "RS -6" Single -Family 6. West of the subject property is a church zoned "RS -6" Single -Family 6. South of the subject property is vacant owned by the church zoned "RS -6" Single -Family 6. 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 Southside Area Development Plan and is not consistent with the adopted Future Land Use Plan, which slates the property for low density residential uses. Additionally, the following pertinent elements of the Comprehensive Plan should be considered: • The intent of the proposed land use plan is to support existing and planned residential neighborhoods and related growth in the Southside ADP areas. The plan provides for a compatible configuration of activities with emphasis on: accommodation of existing zoning patterns; the protection of low-density residential activities from incompatible activities; the placement of commercial activities at locations with good access and high visibility; and the identification of environmental sensitive areas that should be preserved. (Southside Area Development Plan Policy Statement B.1). • The "CN -1" Neighborhood Commercial and other commercial zoning regulations, in concert with the Comprehensive Plan policies, should be reviewed and revised as necessary to control the size and use of commercial centers so they remain in scale with their surrounding uses and highway carrying capacity. True "neighborhood" commercial activities should be aimed toward meeting the daily convenience retail needs of nearby residents for food, pharmaceuticals, personal Staff Report Page 3 services, etc. Rezoning to new "CN -1" Neighborhood District should occur on limited site areas in existing or new residential development. Higher intensity uses and larger sites should be located away from low density residential and along highway systems with capacities commensurate with their traffic generation. (Southside Area Development Plan Policy Statement B.4). Plat Status: The subject property is not platted. Department Comments: • The proposed rezoning to the "CN -1" Neighborhood Commercial District is not consistent with the adopted Future Land Use Plan but does reflect conformity with the Southside Area Development Plan Policy Statement B.1 in that "Rezoning to new "CN -1" Neighborhood Commercial District provides for protection of low-density residential activities from incompatible activities and the placement of commercial activities at locations with good access and high visibility." • The proposed rezoning does reflect conformity with the Southside Area Development Plan Policy Statement B.4 in that "Rezoning to new "CN -1" Neighborhood Commercial District should occur on limited site areas in existing or new residential development." • It is staff's opinion that the proposed rezoning would not negatively impact the surrounding residential properties. • 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. Planning Commission and Staff Recommendation: Approval of the change of zoning from the "RS -6" Single -Family 6 District to the "CN -1" Neighborhood Commercial District. Public Notification Number of Notices Mailed — 14 within 200 -foot notification area 5 outside notification area As of December 23, 2014 In Favor — 0 inside notification area — 0 outside notification area In Opposition — 1 inside notification area — 0 outside notification area Totaling 2.018% of the land within the 200 -foot notification area in opposition. Attachments: Location Map (Existing Zoning & Notice Area) K:\DevelopmentSvcs\SHARED\ZONING CASES\2014\1214-01 Maxwell P. Dunne Funeral Service, Inc\PC Documents\Report for PC - 1214-01 Maxwell P. Dunne Funeral Svc., Inc..docx Staff Report Page 4 RS -6 4,4411* RS -6 **, RS=TF e 4f*> 411411.4* 14* * 441 411. ti ry •eClea: dt/14/2014 Prepared By: J00emyM a\en�•1 oev fopmen(Ser4Tee \ CASE: 1214-01 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 Neighborhood Commercial CR -1 Resort Commercl4i CR -2 Resort Commercial CG -1 General Commercial CG -2 General Commercial CI Intensive Commercial CBD Downtown Commercial CCR -3 Resort Commercial FR Farm Rural H Historic Overlay BP Business Park IL Light Industrial IH Heavy Industrial P11D Planned Unit D. Overlay RS -10 Single -Family 10 RS -6 Single -Family 0 RS -4.0 Single -Family 4.5 RS -TF Tvo-Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home I I Suhjed Property %% Dwxrs with 200' ,o f�r vin ravor 4 Owners within 200' IrsPed on Owners attached ownership table /� 0, apposIhon N J O� SUBJECT PROPERTY LOCATION MAP City of Corpus Christi AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of December 9, 2014 Second Reading Ordinance for the City Council Meeting of January 13, 2014 DATE: TO: October 20, 2014 Ronald L. Olson, City Manager FROM: Michael Morris, Director M ichael Mo@cctexas.com 361-826-3460 Texas State Museum of Asian Cultures Lease CAPTION: 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. PURPOSE: Lease the building located at 1809 N. Chaparral to the Texas State Museum of Asian Cultures (TSMAC) for the purpose of advancing the knowledge, appreciation and enjoyment of Asian cultures including but not limited to programs, exhibits, performances, promotions, classes, training, and education in Asian Cultures. BACKGROUND AND FINDINGS: The Texas State Museum of Asian Cultures (TSMAC) has leased the property since 1994, rehabilitating the existing improvements and constructing new improvements. The twenty year lease expired April 2014. The first amendment to the lease, executed in October 1994, provided the TSMAC a $125,000 construction grant from the City. A second amendment to the lease, executed in January of 1996, extended the date of the terms in the first amendment. ALTERNATIVES: Do not approve OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: City Council must approve all lease agreements. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Legal, Parks and Recreation FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X 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 0 BALANCE 0 Fund(s): Comments: RECOMMENDATION: Staff recommends that the Council approve the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Lease Agreement Ordinance Authorizing the City Manager or designee to execute a 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. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY Of CORPUS CHRISTI, TEXAS THAT: SECTION 1. The City Manager, or his designee, is authorized to execute a fifteen -year lease Agreement with the Texas State Museum of Asian Cultures for use of the ILA (International Longshoreman's Association) Building, located at Corpus Christi, Texas, Beach Addition, Block 69, fractional lots 7, 8, and 9 and full lots 10, 11, and 12, all as more fully set forth in the Lease Agreement. SECTION 2. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED this the day of , 20 ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor TEXAS STATE MUSEUM OF ASIAN CULTURES LEASE AGREEMENT WHEREAS, the City of Corpus Christi, Texas, ("City") is the owner of real property known as the ILA Building, located at Corpus Christi, Texas, Beach Addition, Block 89, fractional lots 7, 8, and 9, and full lots 10, 11, and 12, together with all improvements thereon ("Property") as shown in Site Map "Exhibit A"; and WHEREAS, the Texas State Museum of Asian Cultures, a Texas non-profit corporation ("Lessee") desires to lease the Property, rehabilitate the existing improvements, and/or construct new improvements. In consideration of the foregoing and the mutual promises herein contained, City and Lessee agree as follows: 1. Use. City does hereby lease, let, and demise to Lessee the Property as shown in "Exhibit A" Site Map, together with all improvements located thereon. Lessee shall operate the Improvements and the Property exclusively for the following purposes, and uses incidental thereto: advancement of knowledge, appreciation and enjoyment of Asian cultures including but not limited to programs, exhibits, performances, promotions, classes, training, and education in Asian cultures. Such activities shall be conducted on a regular, continuous basis, and facilities constructed on the Property shall be operated during regular, reasonable business hours with the understanding that the City wishes to have as much activity in the area as possible throughout the week including weekends. Lessee agrees to operate the Property in a manner consistent with the use plan presented to City. Any other uses of the Property by Lessee shall be prohibited without prior written approval of the City Manager or his designee ("City Manager"). Lessee shall have the right to establish and maintain its administrative offices within the structure and to provide meeting rooms for the activities of Lessee or any of its support groups, as specified in the use plan. 2. Construction or Rehabilitation. Lessee shall have the right, but shall not be obligated, to rehabilitate existing or to construct additional improvements on the Property, subject to approval by the City Council. Plans and specifications for the rehabilitation and/or new construction of improvements, site improvements, parking, irrigation system and landscaping and any changes thereto must be 1 approved by the City Manager prior to the start of construction thereof, and shall be consistent aesthetically and in quality of construction with other properties in the Bayfront Arts and Sciences Park and be in conformance with all City codes. Lessee shall consult with and obtain approval of all irrigation system and landscaping improvements from the Director of Parks and Recreation. Local vendors and contractors shall be utilized for all new construction to the greatest extent possible. Lessee shall have sole and full responsibility for preparing the plans, advertising for bids, supervising construction and accepting the improvements when completed. The cost of construction, rehabilitation, landscaping, irrigation and other site improvements shall be borne entirely by Lessee. It is understood that City does not assume and will not in any way be responsible for any of the financial obligations incurred or created by Lessee in connection with the construction of the improvements. Lessee agrees to save and hold City harmless from any and all charges, claims or liability of any nature whatsoever as provided below. 3. Terms and Hours of Operations. The term of this Lease Agreement shall begin sixty (60) days after execution of this Lease Agreement and continue for fifteen (15) years, subject to the provisions concerning termination as stated herein. Lessee shall be open to the public during regular office hours of Lessee for a minimum period of at least four (4) hours per day for five (5) days out of each week. Lessee shall post a sign outside the structure detailing the hours the same is open for public inspection. Lessee's activities will have priority on use of the ILA Building; however, Lessee shall permit use of the Property by City and civic and community groups on a reasonable time basis, if such use will not interfere with previously scheduled activities of Lessee. Lessee shall have the right to charge rental fees for the use of the Property and in addition thereto, to charge actual out- of-pocket costs incurred by Lessee through the use by others. Lessee may refuse the use of the Property to any person, firm or corporation, for any event which is deemed to be unsuitable by virtue of the limitations of the design and outfitting of the Property or by virtue of failure to meet the moral standards of the community, but Lessee shall promptly report any such refusals made on this basis to City. 4. Rent. Lessee will provide advancement of knowledge, appreciation, and enjoyment of Asian cultures by providing programs, exhibits, performances, and education in Asian cultures on an on-going basis; will rehabilitate the ILA building and/or construct new improvements on the Property; will provide interior and exterior maintenance to the ILA Building and any new improvements; and will provide grounds maintenance for the Property in lieu of making monthly rental payments. 5. Furnishing Building. It is understood that Lessee will be responsible for furnishing and equipping the ILA Building and that City has no obligation to furnish any equipment or furnishings for Lessee. All personal property furnished by or on behalf of Lessee will remain the property of Lessee unless specifically donated to City. 6. Maintenance. Lessee will maintain the lawn and vegetation of the Property at its own expense, including any garden or extensive landscaping. Lessee will maintain, at its sole expense, the Facilities and any Improvements on the Property, including without limitation all fixtures connected therewith, all personal property thereon, exterior walks and driveways, and all other areas which City has not agreed to maintain under this Lease Agreement. Maintenance shall be of such quality as to maintain the Property in a first-class condition, consistent and in harmony with the standard of maintenance of improvements on properties leased by City to other tenants in the Bayfront Arts and Science Park. Lessee shall not undertake exterior construction, remodeling, redecorating, or signage beyond normal maintenance without prior written consent of the City Manager. No major interior construction shall be undertaken without prior written consent of the City Manager. Lessee shall obtain, at its own expense, all building permits. 7. INDEMNITY. LESSEE SHALL FULLY INDEMNIFY, SAVE AND HOLD HARMLESS CITY, ITS OFFICERS, EMPLOYEES, AND AGENTS AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, AND ACTIONS OF ANY NATURE WHATSOEVER ONACCOUNT OF PERSONAL INJURIES (INCLUDING, WITHOUT LIMITATION ON THE FOREGOING, PREMISES DEFECTS, WORKERS' COMPENSATION AND DEATH CLAIMS), OR PROPERTY LOSS OR DAMAGE OF ANY KIND WHATSOEVER, WHICH ARISE OUT OF OR ARE INANY MANNER CONNECTED WITH, OR ARE CLAIMED TO ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH, THE PERFORMANCE BY LESSEE OF ITS OBLIGATIONS 3 UNDER THIS LEASE AGREEMENT OR LESSEE'S USE, OPERATION OR OCCUPANCY OF THE PROPERTY. LESSEE SHALL AT ITS OWN EXPENSE INVESTIGATE ALL SUCH CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OFANYKIND ARISING FROM ANY SUCH LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, AND ACTIONS 8. Compliance with Laws. Lessee agrees that in the operation of the Property it will promptly comply with and fulfill all ordinances, regulations and codes of Federal, State, County, City and other governmental agencies applicable to the Property, including without limitation compliance with American with Disabilities Act requirements, and all ordinances or regulations imposed by City for the correction, prevention and abatement of nuisances or code violations in or connected with the Property during the term of this Lease Agreement, at Lessee's sole expense and cost. 9. Signage. Lessee shall not place, paint or otherwise affix any signs at, or on or about the Property, or any part thereof, without prior written consent of City Manager. City Manager shall have the right at any time to require Lessee to remove, paint or repair the signs allowed. Should Lessee not remove, paint or repair the said signs within thirty (30) days of demand therefor in writing, City may fulfill its demands and charge the expense of same to Lessee. Payment for such work shall be made within thirty (30) days of receipt of said bill. This paragraph does not apply to temporary signs, in conformity with city codes, on the Property for two weeks or less. 10. Right to Enter and Inspect. The City reserves the right to enter the Property at any reasonable time during business hours during the existence of this Lease Agreement, after reasonable notice to Lessee, for the purpose of inspecting the same in order to determine whether the terms of this Lease Agreement are being- observed and carried out, including but not limited to, both exterior and interior maintenance. 11. insurance. (A) Lessee shall secure and maintain at Lessee's expense, during the term of this Lease, insurance of the type and with the amount of coverage shown on the Exhibit "B", which is incorporated in this Lease by reference. 4 (B) The Certificate of insurance must be sent to the Risk Manager prior to occupancy of and operations at the Premises. Lessee agrees to notify Lessor of any substantive change to its insurance coverage. (C) Lessee shall provide, during the term of this Lease, copies of all insurance policies to the Risk Manager upon written request by the City Manager. The Risk Manager shall retain the right to annually review the amount and types of insurance maintained by Lessee, to require increased coverage limits, if reasonably necessary in the interest of public health, safety, or welfare, and to decrease coverage, if so warranted. (D) In the event of any necessary increase, Lessee shall receive ninety (90) days written notice prior to the effective date of the requirement to obtain increased coverage. In the event alcoholic beverages are to be served or consumed on any Premises covered by this Lease, the Lessee shall additionally obtain or cause to be obtained alcoholic beverage liability insurance in the amount of one million dollars ($1,000,000.00) covering the event or time period when alcoholic beverages are to be served or consumed. (E) Lessee shall, prior to any addition or alteration to, in, on, or about the Premises, obtain prior clearance, in writing, from the Risk Manager that the proposed addition or alteration will not necessitate a change or modification in the existing insurance coverage maintained by Lessee. This clearance is in addition to the prior consent required by Section 19(a), as contained herein. (F) The City carries the property and flood insurance on the building. Lessee is responsible for insuring its own contents. 12. Subletting or Assignment. Lessee shall not assign this Lease Agreement nor sublet the Property or any part thereof without the prior written consent of the City. The consent of the City shall not be unreasonably withheld. This restriction does not include renting all or part of the Property for a period of less than one (1) week. 13. Defaults. Upon thirty days prior written notice to Lessee, City may, at its option, in addition to any other remedy or right hereunder or by law, terminate this Lease Agreement upon occurrence of any of the following conditions ("Defaults"), provided that Lessee has not cured the Default prior to termination; 5 (1) Failure to operate the Property for the purposes set forth in Paragraph 1 except during periods necessary for repairs or renovation approved by the City Manager in writing or except as otherwise contemplated by this Lease Agreement. (2) Failure to abate any nuisance specified in writing by the City Manager within a reasonable time specified in writing by the City Manager. (3) Lessee's assignment of this Lease Agreement or attempted assignment or subletting, without prior written consent of City. (4) Failure to have in effect policies of contractor's insurance, liability insurance, and/or workers' compensation insurance as required by City Manager. (5) Failure to pay any taxes prior to the due date. (6) Abandonment of the Property. (7) Failure of Lessee to correct any other breach in the performance or observance of any other covenant or condition of this Lease Agreement. (8) Failure to pay payroll taxes, medicare taxes, FICA taxes, unemployment taxes, and all other related taxes in accordance with Circular E Employer's Tax Guide, Publication E, as it may be amended. Upon termination of this Lease Agreement as hereinabove provided, or pursuant to statute, or by summary proceedings or otherwise, City may enter forthwith and resume possession either by summary proceedings, or by action at law or in equity or by force or otherwise, as City may determine, without being liable in trespass or for any damages. The foregoing rights and remedies given to City are, and shall be deemed to be, cumulative of any other rights of City under law, and the exercise of one shall not be deemed to be an election, and the failure of City at any time to exercise any right or remedy shall not be deemed to operate as a waiver of its right to exercise such right or remedy at any other or future time. No assent, express or implied, by City to any breach of any of Lessee's covenants, agreements, conditions, or terms hereof shall be deemed or taken to be a waiver of any succeeding breach of any covenant, agreement, condition, or term hereof. 14. Termination. Lessee or the City shall have the right to terminate this Lease Agreement by giving the other party ninety (90) days prior written notice of the date of termination, in which case all obligations on the part of Lessee shall also terminate as of the date of termination, so long as the Property is returned in same or better condition as upon the 6 effective date of the Lease, normal wear and tear excepted. if the Property is not in such condition, Lessee shall repair the Property to such condition within sixty (60) days after termination of this Lease. 15. Property of City. Upon expiration of this Lease Agreement, or upon termination thereof for any reason, all buildings, improvements, and fixtures placed on the Property by Lessee shall become property of City. 16. Landlord/Tenant. It is specifically agreed and understood that the parties intend and do hereby create a landlord/tenant relationship, and this Lease Agreement shall be construed conclusively in favor of that relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that no provision contained herein, nor any of the acts of the parties hereto, shall be deemed to create any relationship between the parties herein other than that of Landlord and Tenant. 17. Amendments. No changes or modifications to this Lease Agreement shall be made, nor any provision waived, unless in writing signed by a person authorized to sign agreements on behalf of each party. This Lease Agreement supersedes all previous agreements between the parties. 18. General Provisions. A. Invalidity. if any clause or provision of this Lease Agreement is illegal, invalid or unenforceable under present or future law effective during the term of this Lease Agreement, then and in that event, the remainder of this Lease Agreement shall not be affected thereby, and in lieu of each such clause or provision, shall be added automatically as part of this Lease, a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable. B. Publication. Lessee agrees to pay the costs of newspaper publication of this Lease Agreement and related ordinance as required by the City Charter. C. Terms. This Lease Agreement is made and accepted subject to all ad valorem taxes that may be levied and assessed on the Property and/or its improvements, furnishing and contents during the term of this Lease Agreement, the payment of which is hereby assumed by Lessee. 7 D. Utilities. Lessee shall obtain, at its own expense all-uiility-'geraiiss; garbage:' collection, janitorial services, security services, and similar services during the Lease period. E. No Waiver. No assent, express or implied, by City -to any breach of any of Lessee's covenants, agreements, conditions or terms hereof shall be deemed or taken to be a waiver of any succeeding breach of any covenant, agreement, condition or term hereof. F. Lessee's Acknowledgment. By Lessee's execution hereof, Lessee acknowledges that Lessee has read this Lease Agreement and understands that this Lease Agreement is not binding on the City until properly authorized by the City Council and executed by the City Manager of the City of Corpus Christi, Texas. G. Nondiscrimination. Lessee will not on the grounds of handicap, sex, race, color, or national origin, discriminate or permit discrimination against any person or groups of persons in any manner. City hereby reserves the right to take such action as the United States Government may direct to enforce this covenant. H. No Debts. Lessee will incur no debts or obligations on the credit of the City of Corpus Christi. I. Notices. All notices required or allowed under the Lease shall be: 1. hand -delivered; 2. mailed by certified mail; 3. faxes; or 4. sent by overnight mail. If hand -delivered or faxed, the notice shall be deemed received on the day delivered or faxed. If the notice is sent overnight mail, the notice shall be deemed received on the next business day after it was sent. If the notice is mailed by certified mail, the notice shall be deemed received on the third business day after it was mailed. Notice shall be sent as follows: If to City: If to Lessee: Director of Parks and Recreation City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 Texas State Museum of Asian Cultures 1809 N. Chaparral Corpus Christi, Texas 78401 J. Concession Rights. Lessee shall have the right to provide concession activities, including food and beverages. City shall have the right to approve all prices charged, which 8 approval is delegated to the City Manager. Lessee must notify City of proposed price changes sixty (60) days prior to the proposed change. The price change shall be immediately effective upon approval of the City Manager. Lessee shall prominently display a list of prices to be charged at each location where concession items are sold, and such prices shall not exceed prices charged for similar services under similar conditions elsewhere in the city. Lessee shall offer concession services to other users of the Property on the same basis and at the same prices as for Lessee. K. Publication Costs. Lessee shall pay for the cost of publishing the Lease description and related ordinance, if required by the City Charter, in the legal section of the local newspaper. Remainder ofpage intentionally left blank; signature page to follow. 9 EXECUTED IN DUPLICATE, each of which shall be considered an original, on the day of , 2014. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Ronald L. Olson City Manager LESSEE: TEXAS STATE MUSEUM OF ASIAN CULTURES THE STATE OF TEXAS COUNTY OF NUECES By: -fie LLL i ft Name: li !i,, Title: t¢' 860 -,-- Date: / 0 S-1.... § ACKNOWLEDGEMENT This instrument was acknowled fore m n the day of day of d . 2014 by ...e., ., �,/ (name), K� _ (title) of the Texas State Museum of Asian Cultures Texas non-profit corpora ton, on belhalf of said corporation. ANNA M. SALC100 Notary Public STATE OF TEXAS My Comm. Exp. 094102016 Notary Public, State of Texas Printed Name- Af /1% Expiration Date: Q -/GI APPROVED AS TO LEGAL FORM this 1 day of V C±0 b , 2014. By: Buck Brice Assistant City Attorney for City Attorney 10 Exhibit A — Lease Boundaries Texas State Museum of Asian Cultures EXHIBIT 13 INSURANCE REQUIREMENTS I. LESSEE"S LIABILITY INSURANCE A. Lessee shall not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee. Contractor must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Lessee shall furnish to the Risk Manager or designee and Director of Parks and Recreation Department, 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 a waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day Notice of Cancellation required on all certificates or by policy endorsement(s) Bodily injury and Property Damage Per Occurrence / aggregate Commercial General Liability including: 1. Broad Form 2. Premises — Operations 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Broad Form Property Damage 6. Independent Contractors $1,000,000 Per Occurrence PROPERTY INSURANCE Lessee shall purchase All — Peril Property Coverage to provide coverage for Personal Property. WORKERS' COMPENSATION EMPLOYER'S LIABILITY Which Complies With The Texas Workers' Compensation , And Paragraph II Of This Exhibit. $500,000 / $500,000 / $500,000 C. In the event of accidents of any kind related to this project, Lessee shall furnish the Risk Manager with copies of all reports of such accidents within ten (1 0) days of the accident. II. ADDITIONAL REQUIREMENTS A. Lessee must obtain workers' compensation coverage through a licensed insurance 1I 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. B. Lessee shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Lessee's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Lessee shall be required to submit a copy of the replacement certificates of insurance to City at the address provided below within 10 days of the requested change. Lessee shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Lessee agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement or compatible 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 policy • Polices "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 (1 0) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage. Lessee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lessee's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 12 F. In addition to any other remedies the City may have upon Lessee's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Lessee to discontinue sales/work hereunder, until Lessee demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee may be held responsible for payments of damages to persons or property resulting from Lessee's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Lessee's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2014 Parks and Recreation Dept. Museum of Asian Cultures, Lease Agreement — ins. reqs. 9/2/2014 ds Risk Management 13 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 13, 2015 Action Item for the City Council Meeting of January 20, 2015 DATE: TO: FROM: December 4, 2014 Ronald L. Olson, City Manager Floyd Simpson, Chief of Police floyds@cctexas.com 886-2603 Amending Chapter 57 of the Code of Ordinances to modify the auto wrecker ordinance CAPTION: Amending Chapter 57, Article V "AUTOWRECKERS" of the Corpus Christi Code by modifying permitting, regulatory, and enforcement procedures of auto wreckers, increasing fees for substitution of vehicle, and increasing wrecker service fees; Providing an effective date; Providing for severance; Providing for penalty; and Providing for publication. PURPOSE: The wrecker ordinance needed updating. The last modification was in February 2011. BACKGROUND AND FINDINGS: The changes to the ordinance are: • Increase in fees for wreckers across the board — Pursuant to proposed amendment to §57-249, fees increase for Category A Wreckers for rotation list tow from $110 to $150, maximum allowed fee charged from $170 to $255, distance charge fee increased from $15 to $25, cleanup fee increased from $30 to $60, private property impound from $115 to $150 and creating a $75 four wheel drive vehicle on beach fee. Fees increase for Category B wreckers from rotation list tow from $325 to $475, additional hourly allowed fee from $275 to $350, and private property impound from $400 to $520. Wreckers can charge fees for use of air bag recovery system equipment which is specialty equipment. • Removal of dollies, go -jacks or skate fees - Pursuant to proposed amendment to § 57-249, wreckers could not charge a fee for use of dollies, go -jacks or skate. Dollies, go -jacks and skate fees are outdated technology not commonly used. • Holding affiliate wrecker companies accountable for violations — Pursuant to proposed amendment to § 57-231, affiliated companies receive same punishment as offending company. Additionally, a permit can be denied, suspended or revoked where permittee is delinquent on outstanding fines or fees due to the Texas Department of Licensing and Regulation or the City. • Elimination of probation as a punishment - Pursuant to proposed amendment to §57- 231, probation would not be an option. The Department does not currently place wrecker companies on probation. • Eliminating the requirement to have two types of wreckers to be on rotation list - Pursuant to proposed amendment to §57-223, wrecker companies would need three small wreckers to get on small wrecker rotation list and would no longer need two small wreckers and a large wrecker. Proposed ordinance grandfathers current companies who met old requirements. • Increases size of small rotation wreckers - Pursuant to proposed amendment to § 57- 224, the ordinance increases the size of Category A wreckers from 10,000 pounds to 15,000 pounds to match industry standard. • Allowing vehicle owners access to impounded vehicles - Pursuant to proposed amendment to §57-250, owners of vehicles held by wrecker companies will be allowed to obtain personal property from within the vehicle. • Requires private property tows to take multiple photographs - Pursuant to proposed amendment to § 57-253, private property tows are required to take multiple photos demonstrating compliance with law. The Police Department hosted six different meetings with the wrecker companies to allow them input into the proposed changes (8/28/12, 1/29/13, 6/13/13, 12/10/13,5/14/14, and 8/7/14). There is a consensus from the companies to move forward with the proposed ordinance. ALTERNATIVES: None OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable 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 0 BALANCE 0 Fund(s): General Comments: RECOMMENDATION: Staff recommends supporting changes to the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance Amending Chapter 57, Article V "AUTOWRECKERS" of the Corpus Christi Code by modifying permitting, regulatory, and enforcement procedures of auto wreckers, increasing fees for substitution of vehicle, and increasing wrecker service fees; Providing an effective date; Providing for severance; Providing for penalty; and Providing for publication. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Chapter 57, Article V "AUTOWRECKERS" is revised to read as follows: Sec. 57-220. - Definitions. As used in this article, the following terms shall have the respective meanings ascribed to them: Affiliate: means with respect to any corporation, partnership or other entity, any other such entity which is and at all times remains Controlled (as hereinafter defined) by, under common Control with or which Controls the first such entity, and (ii) "Control" means direct or indirect ownership of not less than 10% of all the voting stock of a corporation or not less than 10% of the legal and equitable interest in a partnership or other entity or the ability to direct management, operations or policy decisions of such corporation, partnership or other entity. Auto wrecker: Means a motor vehicle, including a wrecker, equipped with a mechanical device used to tow, winch, or otherwise move another motor vehicle. The term does not include: (a) A motor vehicle owned and operated by a governmental entity, including a public school district; (b) A motor vehicle towing: (1) A race car; (2) A motor vehicle for exhibition; or (3) An antique motor vehicle; (c) A recreational vehicle towing another vehicle; (d) A motor vehicle used in combination with a tow bar, tow dolly, or other mechanical device if the vehicle is not operated in the furtherance of a commercial enterprise; (e) A motor vehicle that is controlled or operated by a farmer or rancher and used for towing a farm vehicle; or (f) A motor vehicle that: (1) Is owned or operated by an entity the primary business of which is the rental of motor vehicles; and (2) Only tows vehicles rented by the entity. Certificate of insurance: A certificate prescribed by and filed with the chief of police in which an insurance carrier or surety company, approved in this state, warrants that a towing company for whom the certificate is filed has the minimum coverage as required by Chapter 2308 of the Occupations Code. Chief of police: The chief of the police department of the City of Corpus Christi or his designated representative. City: The City of Corpus Christi. Closest wrecker: The owner of an auto wrecker permit which is located geographically closest to the scene of an emergency situation can be dispatched for an emergency disregarding the rotation list. This does not mean an auto wrecker which happens to be near the scene. Consent tow: Has the meaning assigned by Section 2308.002 of the Occupations Code. Disabled vehicle: Any motor vehicle located on any public street, alley, or sidewalk area which is incapable of being driven under its own power due to mechanical breakdown, collision, or for any other reason. Driver's license: Has the meaning assigned by Section 521.001 of the Transportation Code. Drop fee: The price to be charged in lieu of a towing fee where, after an auto wrecker has been dispatched to, or is at the scene of a tow, and has started to physically attach or connect the vehicle to the auto wrecker, and the vehicle has not been towed from the scene when the vehicle owner requests its release. Emergency situation: A serious vehicle accident or similar situation in which the rapid arrival of an auto wrecker would considerably reduce a life or death risk or in which extreme blockage of a major thoroughfare is involved. Impounded vehicle: Any vehicle which police officers are authorized to impound and remove under the provisions of any ordinance of the City of Corpus Christi, any law of the State of Texas, or any contract or agreement with any law enforcement agency. Incident: An unplanned randomly occurring traffic event that adversely affects normal traffic operations. Incident management tow: Has the meaning assigned by Section 2308.002 of the Occupations Code. Nonconsent tow: Has the meaning assigned by Section 2308.002 of the Occupations Code. Normal tow: All measures necessary to transport a disabled vehicle including but not limited to: double hook-up, multiple tow (vehicle and small trailer), cleaning of an accident scene; it does not include: winching, changing tire(s), use of dolly(ies), on -scene delays caused by other than the wrecker driver, or a second wrecker to tow or assist the first wrecker on a single disabled vehicle, which have additional fees. 2 Owner: The person, corporation, or partnership which has an auto wrecker permit and owns any auto wrecker which is permitted by article V. Owner includes all owner's employees and agents and shall be plural if the context so requires. Parking facility: Has the meaning assigned by Section 2308.002 of the Occupations Code. Parking facility authorized agent: Has the meaning assigned by Section 2308.002 of the Occupations Code. Parking facility owner: Has the meaning assigned by Section 2308.002 of the Occupations Code. Private property impound: A nonconsent tow from private property. Private property tow: Has the meaning assigned by Section 2308.002 of the Occupations Code. Public roadway: Has the meaning assigned by Section 2308.002 of the Occupations Code. Rotation list: The list set up by section 57 24-3241 which determines the order in which auto wreckers are sent to tow a vehicle for the police department. Rollback wrecker: A tow truck equipped with a moveable bed, which is adapted for winching a vehicle onto the bed for the purpose of recovering and transporting that vehicle. Rotation wrecker: An auto wrecker company permitted to conduct police -initiated rotation or incident management tow and impound towing within the territorial limits of the city. Scene: The location of a disabled or impounded vehicle. Unauthorized vehicle: A vehicle parked, stored, or located on a parking facility without the consent of the parking facility owner. Vehicle: Has the meaning assigned by Section 2308.002 of the Occupations Code. Vehicle owner: Has the meaning assigned by Section 2308.02 of the Occupations Code. Vehicle storage facility: Has the meaning assigned by Section 2308.02 of the Occupations Code. Wrecker company: Means an individual, association, corporation, or other legal entity that controls, operates, or directs the operation of one (1) or more tow trucks over a public roadway for compensation within the territorial limits of the city. Sec. 57-221. - Offenses; penalty. Unless otherwise stated, a culpable mental state is not a required element of an offense under this article. Each day a violation continues shall constitute a separate offense. 3 (a) A person commits an offense if the person intentionally or knowingly without consent of the vehicle owner, operator, or authorized representative of the owner tows or causes the towing of a vehicle from private property, other than an abandoned, junked, illegally parked, trespassing, repossessed, or unauthorized vehicle. (b) A person commits an offense if the person intentionally or knowingly tows or causes the towing of a vehicle from any public street, right-of-way, beach, or public property without the consent of the vehicle owner or operator, or at the direction of a sworn peace officer acting in his official capacity. (c) A person commits an offense if the person intentionally or knowingly tows or causes the towing of a vehicle as an unauthorized vehicle, in accordance with the Texas Occupations Code, from a parking facility that does not have a properly posted sign, or that the vehicle owner has not received proper notice, or that the vehicle was not left in violation of section 2308.254 of the Occupations Code, or that the vehicle was in or obstructing a paved driveway or abutting public roadway used for entering or exiting the facility. (d) A person commits an offense if the person violates any section of this article, any rules or regulations promulgated by the chief of police, the Texas Department of Licensing and Regulation, or Chapter 2308 of the Occupations Code. (e) A person commits an offense if the person charges or collects a fee that is not authorized or is greater than the amount authorized by this article. (f) A person commits an offense if the person allows an unapproved driver to operate an auto wrecker. (g) A person commits an offense if the person submits a falsified application, affidavit, business records, certification, training, drug or alcohol testing results. (h) A person commits an offense if the person consumes any alcoholic beverage or uses any controlled substance while on duty or operates an auto wrecker. (i) A person commits an offense if the person operates an auto wrecker without a valid permit issued by the chief of police. (j) A person commits an offense if the person works or allows another person to work at a vehicle storage facility without a license issued by the Texas Department of Licensing and Regulation. Sec. 57-222. - City permit required. Unless allowed by another law or regulation, a A wrecker company or an auto wrecker operator shall not operate or cause an auto wrecker to be operated on the public roadways perform a nonconsent tow within the territorial limits of the city unless the auto wrecker displays, in 4 accordance to section 57-229, a current permit issued by the chief of police for the auto wrecker under this article. A separate permit is required for each auto wrecker. Sec. 57-223. - Application, contents, fees. (a) Any person, firm, company, corporation, or partnership desiring to operate one (1) or more auto wreckers for compensation nonconsent tows in the city shall make an original or renewal application for an auto wrecker permit or an auto wrecker rotation list permit to the chief of police as follows. (b) Original application. An applicant shall submit: (1) An original application with the name, address, and current phone number of all owners. a. If the owner of the auto wrecker is a partnership, the application shall contain the partnership's name, address, and phone numbers and the names, addresses, and phone numbers of all partners. b. If the applicant is a corporation, the application shall state the corporate name, the office address, and phone number of the corporation, together with the names, addresses, and phone numbers of the president and secretary of the corporation. (2) For a rotation list permit, a list of each wrecker the owner wants to permit and attach a copy of the Texas License Receipt and the Texas Tow Truck Registration for each wrecker. The permit issued by the chief of police is only valid to the person and for the wrecker applied. A person who succeeds to the ownership or operation of a wrecker service, and is not identified on a current wrecker service application, must submit a new application to the chief of police. (3) For a rotation list permit, a list of each wrecker the owner wants to permit, the certification (category A or category B auto wrecker, see section 57-2M50), and attach a copy of the Texas License Receipt and the Texas Tow Truck Registration for each auto wrecker. Wrecker company -established prior to June 1, 2014- must have at least two (2) properly operating type A wreckers and one (1) properly operating type B wrecker that are fully equipped, in accordance to section 57-224, for each category wrecker company is applying to apply for a type A permit. Wrecker company -established after June 1, 2014 must have at least three (3) properly operating type A wreckers, that are fully equipped, in accordance to section 57-224, to apply for a type A permit. All permitted auto wreckers must be available for twenty-four (24) hours a day service when dispatched or assigned a call for service regardless of the assigned rotation schedule published by the chief of police each month. (4) Proof of ownership of all auto wreckers listed on the auto wrecker permit or rotation list permit application. 5 (5) A current certificate from the county tax assessor -collector to prove that taxes on all property, real and personal, to be used in connection with the owner's auto wrecker business are paid. (6) For a rotation list permit, the owner shall provide a copy of a deed to or lease for the proposed location for the auto wrecker business and storage facility and written verification of the zoning of the proposed location from the city planning department. (7) A written statement that he will comply with the provisions of this article and of all other ordinances, statutes and state laws applicable to motor vehicles and auto wrecker businesses. Further, owner will ensure that all owner's auto wrecker drivers will comply with said laws. (8) (9) A copy of owner's Texas Sales and Use Permit. A copy of owner's certificate of occupancy at the business location. (10) For an auto wrecker rotation list permit, a copy of the owner's current Texas Vehicle Storage Facility License issued by the Texas Department of Licensing and Regulation. (11) A copy of owner's certificate of insurance in the amounts required by Chapter 2308 of the Occupations Code. (12) For a rotation list permit, a list of all owner's auto wrecker drivers, including each driver's name, Social Security number, date of birth, drivers license number and state of license. All owners and drivers must successfully pass a criminal background check. (13) For a rotation list permit, a sworn affidavit indicating whether the owner and wrecker company have ever been disciplined by any agency that regulate auto wrecker business including the Texas Department of Licensing and Regulation and the chief of police. The affidavit should state the disciplinary agency, nature of the complaint or violation, date, location, and the penalty imposed. Owner and wrecker company are required to notify the chief of police, in writing and within ten (10) days from the date in which they receive notice of any disciplinary actions taken against the owner or wrecker company during the permit term. (14) For a rotation list permit, the owner shall file an affidavit of ownership and provide business records, if requested by the chief of police, to demonstrate that the wrecker company has been established within the territorial limits of the city for at least one (1) year two (2) years, and a sworn statement of whether the owner or wrecker company has received disciplinary actions against it by any agency that regulates the auto wrecker business. The chief of police may deny a rotation list permit to a company that has received disciplinary actions, or to a company that is established after March 1, 2011 and -does not meet the one (1) year two (2) years' business requirement. 6 (15) List of all affiliated companies by name and address. Such list shall provide how affiliated companies are affiliated. (c) Renewal application. To renew and maintain continuous licensure, the renewal requirements under this section must be completed prior to the expiration of the permit. A late renewal means the permit holder will have an unpermitted period from the expiration date of the expired permit to the issuance date of the renewed permit. During the unpermitted period, a tow truck may not be used, caused to be used or operated for towing on the public roadway within the territorial limits of the city. An applicant shall submit a renewal application that contains the name, address, and current telephone number of all owners, and the following: (1) Written confirmation of any changes to information supplied in the original or renewal application. (2) A current certificate or receipt marked paid from the county tax assessor -collector that all taxes on both real and personal property used in connection with the owner's auto wrecker business are paid. The chief of police may deny, suspend or revoke a permit if taxes of the preceding year are not paid in full by January 31 of each year. (3) For a rotation list permit, a copy of owner's current Texas Vehicle Storage Facility License issued by the Texas Department of Licensing and Regulation. (4) A current certificate of insurance in the amounts required by Chapter 2308 of the Occupations Code. (5) A copy of owner's current Texas License and Receipt and Texas Tow Truck Registration issued by the Texas Department of Licensing and Regulation to each auto wrecker listed in the application. (6) A copy of the insurance cab card certificate issued by the Texas Department of Licensing and Regulation for each auto wrecker listed in the application. (7) A list of all owners' current auto wrecker drivers and the required information [see subsection 57-223(b)(12)]. (8) For a rotation list permit an owner and driver must successfully pass a criminal background check. (9) For a rotation list permit, a copy of continuing education record on all drivers. Continuing education courses must meet the guidelines set forth by the Texas Department of Licensing and Regulation. (10) For a rotation list permit a sworn affidavit indicating whether owner and wrecker company have ever been disciplined by any agency that regulate auto wrecker business including the Texas Department of Licensing and Regulation and the chief of police. The affidavit should state the disciplinary agency, nature of the complaint or violation, date, 7 location, and the penalty imposed. Owner and wrecker company are required to notify the chief of police, in writing and within ten (10) days from the date they receive notice of any disciplinary actions taken against the owner or wrecker company during the permit term. (11) For a rotation list permit, the owner shall file an affidavit of ownership and provide business records, if requested by the chief of police, to demonstrate that the wrecker company has been established within the territorial limits of the city for at least two (2) years one (1) year, and a sworn statement of whether the owner or wrecker company has received disciplinary action against it by any agency that regulates the auto wrecker business. The chief of police may deny a rotation list permit to a company that has received disciplinary actions, or to a company that is established after March 1, 2011 and does not meet the one (1) year two (2) years' business requirement. (12) List of all affiliated companies by name and address. Such list shall provide how affiliated companies are affiliated. (d) Original application or renewal application. The application for an auto wrecker or auto wrecker rotation list permit or renewal application shall be accompanied by an application fee of one hundred dollars ($100.00). If application or renewal is approved, the owner shall pay the permit fees as provided in section 57-226. No more than one permit shall be issued to any auto wrecker company or owner of multiple auto wrecker companies that are established after March 1, 2011. This section does not impede the city's right not to issue a permit to any towing company. (e) Inspection. Upon receipt of the application, the required information and fees, a police department representative will inspect the applicant's auto wrecker and storage facility, in accordance with the provisions of sections 57-224 and 57 210238. Sec. 57-224. - Application and certification. (a) The chief of police or the police chiefs designee shall review each auto wrecker permit application and auto wrecker rotation list permit application for compliance with this article, and shall inspect and certify each auto wrecker, business location, and storage facility for rotation list permits if the auto wrecker meets the requirements of a rotation list category A or category B auto wrecker, and the business location and storage facility are acceptable and properly zoned. (b) Category A. A category A auto wrecker shall meet the following requirements: (1) Be not less than one (1) ton (minimum ten thousand (10,000) pounds gross vchicic weight) in capacity A manufacturer's gross vehicle weight rating of not less than 15,000 pounds, as reflected on the manufacturer's certificate. If the unit does not have a manufacturer's certificate, then the gross vchicic weight shall be determined by a testing procedure approved by the chief of police. (2) Be equipped with a power winch, winch line, and or boom, with a factory -rated lifting capacity of not less than eight thousand (8,000) pounds, single -line capacity. If a 8 hydraulic wheel lift is installed, it must have a factory -rated capacity of not less than €euf thousand (1,000) three thousand five hundred (3,500) pounds. If the unit docs not have an established factory rated lifting capacity, then such capacity shall be determined by a testing procedure approved by the chief of police. (c) Category B. A category B auto wrecker shall meet the following requirements: (1) Be over twenty six thousand (26,000) pounds gross vehicle weight in capacity, as reflected on the manufacture's certificate A manufacturer's gross vehicle weight rating of not less than 26,000 pounds. If the unit docs not have a manufacture's certificate, then the gross weight shall be determined by a testing procedure approved by the chief of police. (2) Be equipped with a power operated winch, winch line, and boom with a factory - rated lifting capacity of not less than thirty-five thousand (35,000) pounds, single or double line capacity. If the unit does not have a factory rated capacity, then said capacity shall be determined by a testing proccdurc approved by the chief of police. (d) Each auto wrecker and the equipment thereon shall be in good mechanical condition and shall comply with all applicable city ordinances and state laws. Each auto wrecker shall have brakes that meet braking performance requirements under all loading conditions. (e) Each auto wrecker at all times shall carry the following as standard equipment in good working order, except as otherwise noted: (1) A tow sling or hydraulic lift which is sufficient to prevent the swinging of any equipment being transported. (2) Steel safety chains of a three eighths inch link for category A auto wreckers and of one half inch link for category B -auto wreckers -must be certified grade 70 or above. (3) One (1) ten -pound BC (or two (2) five -pound BC) fire extinguisher that is properly filled and located so that it is readily accessible for use. (1) One (1) crowbar or wrecking bar of not less than thirty six (36) inches in length with a wedge head. (5) One (1) broom of a type designed for pushing with an eighteen (18) inch head and a handle of not less than thirty six (36) inches. (6) One (1) flat edged shovel of at least nine (9) inches with a handle of not less than thirty six (36) inches. (7) Three (3) portable red emergency reflectors. (8) Towing dollies in working condition, category A rollback wreckers and category B and C wreckers are exempted. (9) A box or bucket to carry glass and debris cleaned from streets when picking up a wrecked vehicle. (10) Rope or wire suitable for securing doors, hoods, trunks, etc. 9 (11) A spotlight or flashlight. (12) Outside rearview mirrors on both sides of the truck. (13) One (1) set of operating tow lights (for towed vehicle). (11) Wheel chocks: minimum two (2) each. (4) Additional equipment required include one (1) crowbar, broom, flat edge shovel, three (3) portable red emergency reflectors, box or bucket for debris, rope or wire, spotlight or flashlight, one(1) set of operating tow lights, and two(2) wheel chocks. (15) A reflective, brightly colored safety vest, shirt, or jacket must be worn by the auto wrecker operator and employee at all times while working outside the auto wrecker; the reflective vest, shirt or jacket must meet the ANSI/ISEA requirements for high visibility safety apparel. ( (5) Auto wrecker operator and employee shall wear gloves, long pants, hard toe or steel toe shoes, and shirts long enough to remain inside the trouser belt line and keep the operator or employee's skin covered, appropriate safety gear and ANSI/ISEA approved high visibility safety vest. All operators and employees shall maintain a neat appearance while on duty. (f) Each auto wrecker must be labeled in accordance with Chapter 86 of the Texas Department of Licensing and Regulation Administrative Rules. (g) Each auto wrecker shall be equipped with a radio receiver set or portable telephone capable of clearly receiving transmissions by the owner's dispatcher. (h) (g) All auto wreckers shall have flashing or rotating overhead warning lights that are in good working order, with lenses free of oxidation, that rotate and are clearly visible during daylight hours, and in compliance with the applicable provisions of the Texas Transportation Code. (r) (h) If an auto wrecker is transporting a vehicle which does not have functioning lights, the auto wrecker driver must supply the towed vehicle with functioning lights. These lights must provide safe lighting of the towed vehicle. These lights, including turn signals, brake, and clearance lights, must be actuated by the auto wrecker_ O u) The owner and driver of each auto wrecker shall comply with all regulations governing auto wreckers contained in this article or any applicable laws of the City of Corpus Christi or the State of Texas. (4E) (j) All auto wreckers_ including rollback wreckers must have the capability to, and actually put, the impounded vehicle on the ground for the vehicle impound control officer's inspection at the city's impound lot and inventory prior to the impound control officer accepting the vehicle. The impound control officer shall not be required to climb onto any auto wrecker to inspect or inventory an impounded vehicle. After inspection, the owner or auto wrecker driver will put the vehicle into the parking spot assigned by the impound control officer. shall abide by all City impound lot rules and regulations. 10 () (k) All auto wreckers must keep a current certificate of registration for tow truck service issued by the Texas Department of Licensing and Regulation, vehicle tag, motor vehicle inspection sticker, tow truck license displayed, and liability insurance certificate in the cab at all times. Said certificate of registration and insurance or a true and correct copy thereof must be provided by owner or any tow truck operator to the chief of police at any time upon request. The chief of police or his designee may inspect tow trucks at any time. Sec. 57-225. - Notice of denial of application or renewal. The chief of police or his designee shall give owner written notice of the denial of any application or renewal and the owner has the right to appeal the chief of police's decision in accordance to section 57-2231. Sec. 57-226. - Permit issuance; fees. The chief of police shall issue an auto wrecker permit or auto wrecker rotation list permit to an owner whose application complies with all requirements of this article upon owner's payment of: (a) An auto wrecker operation fee: one hundred twenty-six dollars ($126.00) for each auto wrecker. (b) An auto wrecker rotation list permit fee: three hundred fifteen dollars ($315.00). (c) An auto wrecker permit fee: one hundred dollars ($100.00). (d) The one hundred dollars ($100.00) application fee shall be applied to the auto wrecker permit fee above, if the permit is approved. (e) The one hundred dollars ($100.00) application fee shall be forfeited if an original or renewal application is denied. Sec. 57 227. Reserved. Sec. 57 2-2-8-227. - Permit term. (a) Each auto wrecker and rotation list permit shall be issued for one (1) year from January 1 to December 31. (b) If any auto wrecker or rotation list permit is issued for less than one (1) year the three hundred fifteen dollar ($315.00) permit fcc and one hundred twenty six dollar ($126.00) operation fee per auto wrecker shall be prorated based on the number of months remaining until December 31. ($(b) Renewal fees will be paid in the same manner as set out above. 01)(c) There will be no refund of permit fees or operation fees. 11 Sec. 57 229228. - Permits numbered; identification on vehicle; drop fee sign. (a) An auto wrecker and rotation list permit issued by the chief of police shall be numbered consecutively and each permit holder shall affix the permit number in clearly legible numerals to all doors of the auto wrecker covered by said permit. All identifications and permit numbers shall be permanently affixed in letters no less than two (2) inches high. (b) The chief of police shall issue annual permit decals for each permitted wrecker. The decals shall be affixed to the windshield of the permitted wrecker. Sec. 57-2-38229. - Substitution of vehicle; fees. An owner may substitute an unpermitted auto wrecker for one which has been permitted upon providing written notice of intent to substitute. The notice shall contain all information required by section 57-223, and the owner shall pay a twenty dollar ($20.00) fifty dollar ($50) inspection fee for each substitute auto wrecker. If the substitute auto wrecker complies with the requirements of section 57-223, owner's permit shall be amended to add the substitute auto wrecker and delete the previous auto wrecker. Sec. 57 231. Adding vehicles; fees. Owner may add one (1) or more additional auto wreckers to the permit by filing a supplemental application containing all information required by section 57 223. If the additional auto wrecker complies with the requirements of sections 57 223 and 57 221, owner's permit shall be amended to add the additional auto wrecker(s). The fee for adding auto wreckers to a permit shall be one hundred twenty six dollars ($126.00) prorated based on the number of months remaining until December 31, provided, the minimum fee for adding an additional auto wrecker shall be fifty dollars ($50.00). Sec. 57 232230. - Insurance. (a) Owner shall maintain liability insurance for each auto wrecker to meet the requirements of Chapter 2308 of the Occupations Code and any other federal and state laws. In addition, owner shall maintain workers' compensation or occupational safety insurance for their employees in the amounts and types required by law. All such policies, except workers' compensation or occupational safety insurance, shall be primary to any other insurance. At the time of initial registration, and upon renewal, a certificate of insurance must be filed with the chief of police. The certificate must certify the type and amount of insurance coverage. Owner shall provide immediate notice to the chief of police prior to any cancellation or material changes in the policy. (b) Unless state law permits an auto wrecker to be self-insured, any insurance required for an auto wrecker must be obtained from an insurer authorized to do business in this state pursuant to the Texas Insurance Code. Insurance covering permitted auto wrecker must be kept in full force and effect at all times. The certificate of insurance must contain a provision obligating the insurer 12 to give the chief of police notice in accordance with the policy provisions before the effective date of a policy cancellation date. (c) All auto wrecker drivers shall be named or listed on owner's liability insurance policy. (d) A permit issued under this article shall automatically be suspended upon the cancellation or expiration of the insurance policy and will not be reinstated until owner or wrecker company provides satisfactory proof of insurance certificate to the chief of police verifying that all required coverages are met. (e) The policies shall contain a clause naming the city as an additional insured. The chief of police shall have authority to increase the insurance requirements upon thirty (30) days' written notice to all owners or wrecker companies. (f) An original copy of the renewal certificate of insurance shall be provided to the chief of police at least fifteen (15) days before the ending date of any insurance in effect for each owner. Failure to comply will result in the wrecker company being deleted automatically from the rotation list until the next monthly rotation list is published following the receipt of said renewal certificate. (g) Owner shall keep evidence of insurance in a form approved by the chief of police in the cab of each permitted auto wrecker. (h) Owner shall fully indemnify and hold the city harmless from all claims, actions, and lawsuits for personal injury or property damage arising in connection with services provided by wrecker company. Owner and wrecker company are solely responsible for all vehicles towed by auto wrecker and for all properties inside vehicles. Sec. 57 233231. - Denial, suspension, mon and revocation of permit—Procedure, appeal. (a) The chief of police may deny an application, suspend, or revoke a permit if the applicant, owner or wrecker company has: (1) A criminal conviction, or has pleaded guilty or nolo contendere to an offense, before the date of the application, for a felony or a misdemeanor punishable by confinement in jail or by a fine in an amount that exceeds five hundred dollars ($500.00); (2) Violated any provisions of Chapter 2308 of the Texas Occupations Code, rules or regulations promulgated by the Texas Department of Licensing and Regulation, any provisions of the city ordinance, or rules or regulations promulgated by the chief of police including an order for sanctions or administrative penalties; (3) Knowingly submitted false or incomplete information on the application, or the applicant failed in any material way to comply with this article; of (4) The applicant or owner has had a permit revoked under this chapter.; or 13 (5) The applicant or owner is delinquent on outstanding fines or fees due to the Texas Department of Licensing and Regulation or the City. (b) Notwithstanding any penal provisions contained in this Code, the chief of police shall be authorized to deny, revoke, or suspend, or place on probation any auto wrecker or rotation list permit for a violation of the state law, city ordinance or any other rules or regulations governing the operation of an auto wrecker, if committed by an auto wrecker owner, his agents or employees. Such denial, suspension, or revocation, or probation shall be made in accordance with the following procedures: (1) Upon complaint by any person or the chief of police own motion against any owner, agent or employee of a wrecker company for violating any provision of the city ordinance, the chief of police and Texas Department of Licensing and Regulation rules or regulations governing auto wrecker, or state law, the chief of police or his designee, after giving five (5) ten (10) days' notice of the grounds of such complaint to the wrecker company shall hold a hearing. After proper notice was giving is given and the owner fails to appear for the hearing, the chief of police or his designee may proceed with the hearing by taking testimony or evidence from any person or witnesses who were are present. For a -good cause and at the chief of police or his designee's sole discretion, a hearing may be rescheduled one time at the owner's request provided that the chief of police or his designee receive the written reschedule request at least two (2) working days before said hearing. At the conclusion of said hearing, the chief of police or his designee may issue: a. A warning to the owner; b. Deny the permit; or c. Permanently revoke or suspend the permit. d. Put the permit on probation. Previous warnings, probations or suspensions within the preceding two (2) years may be considered by the chief of police or his designee in making the decision. (3) (2) If the chief of police or his designee suspends the permit, the suspension shall not be more than sixty (60) days. If the chief of police places a permit on probation, the probation shall not be more than six (6) months. The chiefs action shall be final. (3) All suspensions and revocations shall apply to the wrecker company and its permitted affiliates. (4) If the chief of police or his designee revokes a permit permanently, suspends, place a permit on probation, or deny a permit, he shall notify the owner in writing. The notice shall be deemed sufficient if deposited in the United States mail addressed to the owner's business address as contained in the original or renewal application for a permit, and by electronic mail or facsimile. The owner shall have the right to appeal the chief of police's decision to revoke a permit, suspend a permit, or deny a permit application, within ten (10) days from the date of the notice of revocation, suspension, or denial, by sending a letter addressed to the city manager stating that an appeal from the chief of police's decision is desired. If an appeal is perfected, the chief of police's decision shall be 14 suspended pending a hearing by the city manager or his designee. The city manager or his designee shall promptly, within thirty (30) days, hear such appeal and shall either sustain, modify, or revoke the chief of police's decision. If no appeal is taken or if it is untimely filed, or if the city manager or his designee does not hear the appeal within thirty (30) days from receiving the notice of appeal, the chief of police's decision shall be final and the permit is denied, revoked or suspended. When a permit revocation is upheld, the owner shall remove, within five (5) working days, the city permit number from the sides of all wreckers previously permitted and the annual permit decal from the windshields. Sec. 5744232. - Same Waiting period after revocation. No person, firm, partnershipref corporation or affiliate whose auto wrecker or rotation list permit has been revoked shall be eligible to apply for a new permit for a period of at least one (1) year from the date of revocation. Sec. 57 235233. - Promulgation of regulations. The chief of police is authorized to issue rules and regulations relating to the operation of auto wreckers consistent with the provisions of this article and designed to effectuate the general purpose of this article. Violation of any provisions of the chief of police rules and regulations may result in suspension or revocation of the auto wrecker permit and/or denial or removal from rotation list. The appeal process described in section 57-231 will apply to alleged violations of any such provisions. Sec. 574234. - Maintenance of place of business and equipment. No owner may operate a permitted auto wrecker business and storage facility, unless he maintains his place of business, his storage facility, and all of his equipment in a manner that continuously complies with the provision of this article and the zoning, fire prevention, and other city ordinances. Sec. 57 237235. - One company per business location. Only one (1) permitted auto wrecker business and storage facility may operate at any one (1) business address and/or location, regardless of whether the same person, partnership, or corporation owns more than one (1) permitted auto wrecker business. If two (2) or more auto wrecker businesses were in operation at the same business address and/or location prior to March 8, 1988 they are exempted from this section. However, any owner whose auto wrecker or rotation list permit is suspended or revoked by the chief of police, or who voluntarily removes himself from the wrecker rotation list, or who fails to renew his permit shall lose the exemption and may not resume auto wrecker operations at the same business address and/or location as another permitted auto wrecker business. Each owner may only operate auto wreckers which are permitted to him in response to any call for service from the police department. Sec. 57 238236. - Twenty -four-hour service. 15 Owner and wrecker company who hold a rotation list permit shall maintain sufficient personnel and auto wreckers to provide twenty -four-hour a day auto wrecker service. Each owner and wrecker company shall have at least one (1) telephone number which is answered twenty-four (24) hours a day. Sec. 5743-9237. - Vehicle storage facility; attendant at business address and storage area. An auto wrecker rotation list permit shall be issued only to an owner who has a properly zoned vehicle storage facility at its business address which meets the following requirements: (a) The storage area shall be completely enclosed with a wire or wooden fence at least six (6) feet in height or as required by the zoning ordinance, whichever requirements are greater, including a gate which is locked at all times when the owner, an agent or employee is not at the storage area. The fence shall be continuously maintained in good condition. (b) The storage area shall have an all-weather surface such as concrete, asphalt, black -top, stone, macadam, limestone, iron ore, gravel, caliche, or shell that enables the safe and effective movement of stored vehicles upon all portions of the lot, both under their own power and under tow, at all times, regardless of prevailing weather conditions. The surface shall also be free of overgrown vegetation. (c) The storage area shall have a sign at the entrance which is clearly readable from the street setting out the name of the auto wrecker business, the street address, correct telephone number, and the hours vehicles will be released to vehicle owners. (d) The storage area shall have a sign setting out the per diem charge for storage and all other fees which may be charged by the owner. This sign shall be clearly visible to a vehicle owner prior to the payment of any fees. (e) Owner shall maintain adequate illumination levels throughout the vehicle storage facility which shall not be less than 250 -watt element for each one-quarter (1/4) acre of storage area. (f) Owner, his employee, or agent shall be at the auto wrecker business address and shall have access to the vehicle storage facility, and all vehicles stored there, during normal business hours. A person who works at the vehicle storage facility must be licensed by the Texas Department of Licensing and Regulation and must produce the license upon request of the chief of police. The vehicle storage facility attendant must have the authority to release vehicles. (g) Owner shall have a publicly listed phone which is answered at the business address during normal business hours using the name permitted to owner. Use of an answering service which places the police dispatcher on hold, an answering machine or voice mail is prohibited. (h) The police dispatcher shall not be placed on hold to answer other incoming calls. Placing the police dispatcher on hold prior to obtaining all pertinent information may subject the owner to being moved to the bottom of the rotation list at the chief of police discretion. 16 (i) Owner must provide at least five (5) days' written notice to the chief of police before the business address or phone number is changed. Sec. 57-240238. - Inspection of vehicle storage facility. Prior to the issuance of an auto wrecker rotation list permit, the chief of police or his designee shall inspect the vehicle storage area to determine that it meets the provisions of section 57- 23237 and that it is reasonably secured to protect stored vehicles against theft and vandalism. The inspector shall also check with the department of planning to ascertain whether the storage area is located in a zoning district which allows auto wrecker businesses and vehicle storage facilities. Any auto wrecker company which holds a permit issued under this chapter shall permit inspection of its vehicle storage facility at any time deemed necessary by the chief of police. Failure to permit inspection within eight (8) hours of a request by the chief of police or his designee shall be deemed grounds for revocation of permit. Sec. 57-244239. - Prerequisite to towing impounded or disabled vehicles. (a) No auto wrecker shall winch, right, or tow any vehicle which exceeds the auto wrecker's weight limitations, except in case of an emergency as determined by a certified peace officer at the scene. (b) Rotation list or incident management tow. Impounded vehicles towed by police -initiation off the rotation list shall be taken to the city impound lot. Disabled vehicles shall be taken to the wrecker's vehicle storage facility. The auto wrecker dispatched for a rotation list or incident management tow shall be the next scheduled rotation wrecker, unless the owner or driver of the vehicle to be towed requests the on -scene police officer to send another permitted auto wrecker prior to the time the next scheduled rotation wrecker is dispatched to the scene. (c) Consent tow. The auto wrcckcr dispatched for a consent tow shall be the next scheduled rotation wrecker unless the vehicle owner or driver: (1) Personally calls an auto wrcckcr of his/her preference; or (2) A not for hire wrecker belonging to the owner may be called by the owner for a consent tow. (d) No vehicle shall be towed by an auto wrecker which does not display a Texas tow truck plate, a Texas license plate, and a City of Corpus Christi wrcckcr permit decal. ($(c) In a situation where safety or time dictates otherwise, the peace officer on the scene may direct actions inconsistent with these requirements. Sec. 57 242240. - Transfer of disabled vehicles by wrecker not under permit. No disabled vehicle shall be moved by any auto wrecker not permitted unless the owner or driver of said disabled vehicle personally calls an auto wrecker of his own preference prior to the time that the next scheduled rotation wrecker has been dispatched to the scene and the response time is within thirty (30) minutes. Sec. 57 243241. - Dispatching in rotation. 17 (a) The chief of police shall establish an equitable rotation list system comprised of all auto wrecker companies holding auto wrecker rotation list permits, where each wrecker company is dispatched in rotation to a police -initiated or incident management tow. No police officer or dispatcher shall cause any auto wrecker to go to the scene of a disabled or impounded vehicle other than the next scheduled rotation wrecker unless: (1) The the closest wrecker is sent because:a.An an extreme emergency situation exists. where a human life is at stake; or b. An accident has blocked a traffic lane on the Harbor Bridge, Nucces Bay Causeway, JFK Bridge or causeway, Interstate Highway 37, State Highway 77, State Highway 286, State Highway 358, State Highway 11/358 interchange, or the respective highway access road (2) The owner or driver of a disabled or impounded vehicle wants to use another auto wrecker than the next scheduled rotation wrecker and requests that company prior to the next scheduled rotation wrecker being dispatched to the scene. (b) If the owner or driver of a disabled vehicle wants to use an auto wrecker company other than the next scheduled rotation wrecker not on the rotation list, the owner or driver must contact that company directly but not through the police officer or dispatcher. (c) No police officer shall suggest or recommend that the owner or driver of a disabled vehicle call any auto wrecker company other than the next scheduled rotation wrecker. E)(c) However, in a situation where safety or time indicates otherwise, the peace officer on the scene may direct actions inconsistent with these requirements. Sec. 57-244242. - Soliciting wrecker business on city streets prohibited; presence at scene of collision as prima facie evidence of violation. (a) A person commits an offense if: (1) The person arrives at the scene of a traffic accident or an incident to perform a nonconsent or incident management tow of a motor vehicle without first being contacted by the police department or vehicle owner; (2) The person directly or indirectly solicits, on streets located in the city, towing services, including towing, removing, repairing, wrecking, storing, trading, selling, or purchasing related to a vehicle that has been damaged in an accident to the extent that it cannot be normally and safely driven; or (3) The person enters the scene of a traffic accident, an incident, or other area under the control of a peace officer without the permission of the peace officer. (b) The presence of any auto wrecker company vehicle or employee that was not dispatched by the police department or requested by the vehicle owner at or near the scene of an accident in the city after the accident or prior to the removal of all disabled vehicles shall be prima facie evidence of solicitation in violation of this section. 18 Sec. 57 245243. - Responding to calls. (a) Each owner or wrecker company on the rotation list shall have sufficient personnel, equipment, and auto wreckers to respond to all tow assignments given by the police dispatcher. Response time shall not exceed thirty (30) minutes after the police dispatcher's notification of the assignment. (b) The owner, his agent or employee shall not refuse an assignment except for safety reasons or if all owner's auto wreckers are already performing other police tow work. If the owner, his agent or employee refuses an assignment, he must notify the police dispatcher of the reason. Documentation may be required if the reason is auto wrecker equipment failure or prior tow work. (c) If an owner or wrecker company fails to respond or refuses an assignment, the police chief may revoke or suspend the wrecker company or owner's auto wrecker rotation list permit. (d) A revocation or suspension may be appealed in the manner set out in section 57 233231. Sec. 57446244. - Removal of wreckage and debris, etc., at the scene of an accident. The owner shall completely remove from an accident scene all resulting wreckage and debris, including all broken glass and metal fragments, before leaving the scene. This debris shall be properly disposed of, and shall be removed to the extent that the debris will not enter the gutters, storm sewers, streams, and public rights-of-way. Property not belonging to the auto wrecker company shall be collected and removed from the scene but shall not be disposed of without the property owner's prior consent. Sec. 57 247245. - Notice of location of storage facility. (a) If the vehicle owner or driver of a disabled vehicle is at the scene and capable of receiving information, wrecker company shall notify the vehicle owner or driver of the disabled vehicle by giving him or her a fee schedule and a card which notifies him or her that the disabled vehicle will be towed to owner's vehicle storage facility unless the vehicle's owner or operator requests that the vehicle be towed elsewhere. (b) The card shall contain the business's name, address, phone number, hours during which the vehicle can be reclaimed, and a statement that there will be charges for all services provided. (c) Failure to provide the card and fee schedule may result in revocation or suspension of probation of owner's auto wrecker or rotation list permit, which may be appealed as set out in section 57 233231. Sec. 57448246. - Auto wrecker drivers. (a) An auto wrecker driver must hold a driver's license and at least eighteen (18) years of age, and must be trained, in accordance to the licensed by the Texas Department of Licensing and Regulation, in the use and operation of any specialized equipment to be used in towing 19 disabled and impounded vehicles for the police department. Non rotation drivers must hold either Incident Management Tow Operator License or Private Property Tow Operator License and rotation auto wrecker driver must have an Incident Management Tow Operator License. (b) An auto wrecker driver must be familiar with the city road system in order to promptly (c) The chief of police may request documentation of training or demonstration of a potential driver's ability to tow a disabled or impounded vehicle and/or test his/her knowledge of the city roadway system prior to approving a driver. For rotation wrecker companies, drivers are required to complete continuing education courses approved by the Texas Department of Liccnsing and Regulation. (d) Only approved auto wreckers drivers may perform towing operations and operate permitted auto wreckers. An invoice with an unapproved auto wrecker driver will not be paid by the police department. (e) (b) For rotation wrecker list, owner and wrecker company shall require drug and alcohol tests of drivers who will be new to the rotation wrecker list and must submit drug and alcohol test results to the chief of police (test results must be from a test taken within ninety (90) days from the date of expected employment) and the following information at least five (5) working days before the expected employment of an auto wrecker driver: (1) Driver's full name, including any aliases; (2) Date of birth; (3) Social Security number; (4) Copy of current Texas and all other states driver's licenses issued to the driver within five (5) years prior to the submission of the application; (5) Current address and each address where driver has resided in the ten (10) years prior to the application; (6) Whether driver has been arrested for any criminal offense in this state or any other state or country, the date of the arrest or confinement, and the place, court and case number; (7) Evidence that the applicant has passed a drug screening test administered within fifteen (15) days preceding the date of the application; (8) Driver must submit himself or herself at such times and places designated by the police chief or his designee to be photographed and fingerprinted; (9) Complete any forms required by the chief of police or his designee to obtain or perform criminal history or background check; and (10) Such other information as the chief of police or his designee finds relevant. 20 The chief of police shall conduct a criminal history or background check on all auto wrecker drivers and send a written approval or denial, within ten (10) working days, to the owner or wrecker company indicating whether the driver is eligible to operate an auto wrecker. The chief of police shall investigate or cause to be investigated the character, experience, and qualifications of the driver's in order to determine the driver's fitness to operate an auto wrecker consistent with the public safety and welfare, and shall consider whether approving the driver would constitute an unreasonable risk to the public safety and welfare. The chief of police shall consider whether the driver has been guilty of a criminal act directly related to the occupation of auto wrecker. In determining whether the criminal act directly relates to said occupation, the chief of police shall consider: a. The nature and seriousness of the crime; b. The relationship of the crime to the operating an auto wrecker, for example, the following are deemed to have such a relationship because of the danger to the public and their property and potential for criminal activities enhanced by the large number of public contacts: i. Theft and other crimes of dishonesty, ii. Assaultive and harassment crimes, iii. Solicitation of prostitution, iv. Sexual abuse crimes, v. Crimes of alcohol or drug abuse, or vi. Traffic offenses; c. The extent to which the approval might offer an opportunity to engage in further criminal activity of the same type; d. The extent and nature of the past criminal activity; e. The age of the driver when the crime was committed; f. The amount of time elapsed since the driver's last criminal activity; g. The conduct and work activity of the person prior to and following the criminal activity; h. Evidence of rehabilitation efforts; i. Other evidence of personal fitness submitted by the driver such as recommendations from prosecution, law enforcement, correctional officers. (0 (c) For rotation wrecker companies, owner or wrecker company shall submit the above required driver's information on all drivers to the chief of police semiannually on June 1 and December 1. Owner shall notify the chief of police within five (5) working days after termination of any driver. 21 (g) (d) For rotation list wrecker companies, no auto wrecker may be operated by any driver who has received three (3) moving violations or traffic citations within the preceding twelve-month period, unless all three (3) violations arose out of one (1) incident. Unless directed otherwise by a police officer, auto wrecker driver shall adhere to all traffic regulations. (.lam) (e) For rotation list wrecker companies, owner shall require each driver to submit to an alcohol and drug testing in accordance to Chapter 2308 of the Occupations Code and Chapter 86 of the Texas Department of Licensing and Regulation Administrative Rules and shall submit the results to the chief of police within five (5) working days. Drivers are required to sign a consent form authorizing the test and permitting release of test results to the Corpus Christi Police Department. The failure or refusal by a driver or applicant to cooperate fully by signing necessary consent forms or other required documents or the failure or refusal to submit to any test or any procedure under this chapter in a timely manner will be grounds for denial, revocation or suspension of permit. The submission by a driver or applicant of a urine sample that is not his/her own or is a diluted specimen shall be grounds for denial, revocation or suspension of permit. (r) ff For rotation list wrecker companies, owner shall inform the chief of police in writing of any towing operator convicted (including pleas of guilty and nolo contendere) of any offenses listed in this section within five (5) working days of the conviction. (g) For rotation list wrecker companies, owner shall notify the chief of police, within fifteen (15) days, in writing, of any changes to driver's home address. Scc. 57 249_ Reassembly of parts. Whenever it is necessary to disassemble parts to a vehicle in order to tow said vehicle, the owner or wrecker company shall reassemble such parts upon reaching his storage facility if requested by the vehicle owner or if the vehicle is to be reclaimed by the vehicle owner. Sec. 57-2441247. - Storing wreckers on public streets or rights-of-way prohibited. No owner shall store any disabled vehicle or auto wrecker on the public streets or rights-of-way. Sec. 57 251248. Assignments vehicle, the assignment will include how many and what category of auto wrecker shall be sent to the scene. The owner, his agent or employee will advise the police dispatcher how many of its Each owner may only operate auto wreckers which are permitted to them in response to any call for service for a rotation wrecker. Owner shall not refer an assignment to another auto wrecker company, even if the owner owns the other company. Any such referral may result in revocation or suspension of owner's auto 22 wrecker permit, which may be appealed as set out in section 57 233231, at the chief of police discretion. On category B wrecker assignments, the primary (on call) or personally requested wrecker company is in charge of handling the incident. This includes the use of other wreckers and/or specialized equipment. If an auto wrecker is not at owner's business location, or if an auto wrecker has been assigned to address at the time of the police dispatcher's call, an auto wrcckcr is not available for being assigned a new scene. Neither owner nor his agents or employees shall drive a disabled or impounded vehicle which they have been assigned to tow, except for the loading and unloading of a vehicle onto or off a wrecker. Scc. 57 252. Officcr at the scene. whenever practical. Scc. 57 253. Emcrgcncy dispatchcs. No auto wrcckcr shall be dispatched on an emergency run without a police escort. Sec. 57-2-54249. - Maximum auto wrecker service and storage fees. The following towing fees shall be paid by the person reclaiming the towed vehicle: (a) Police -initiated nonconsent rotation list or incident management tow fees will be paid to the city at the city vehicle impound lot. (b) All other fees will be paid to the auto wrecker company according to that company's policy. (c) If a vehicle owner or operator pays a drop fee and the police officer at the scene authorizes the release of a vehicle after an auto wrecker has arrived at the scene and started physically attaching the vehicle to the auto wrecker but before the vehicle has been towed from the location, then the auto wrecker owner or driver shall release the vehicle. (d) Maximum towing, storage and administrative fees. 1. All permitted wreckers other than rotation list category B wreckers Category A auto wrecker: a. Normal rotation list non -consent tow (includes double hook up and towing of truck and trailer as one unit $110.00 150.00 b. Private property impound $ 115.00145.00 c. Drop fee 50.00 d. Tire change rather than use dollies: i. One tire 15.00 23 ii. Two tires 20.00 Required use of dollies, go jacks or skates 30.00 d. Four wheel drive tow truck utility fee $75.00 (remote beach / off-road tows only) e. Additional labor such as winching for removal from a ditch or water, righting an overturned vehicle or for similar unusual circumstances (all inclusive) 30.00 f. Total maximum towing fee including the use of dollies and additional labor, but excluding additional time at the scene and unusual distance: Rotation list tow 170.00 255.00 Private property impound tow 145.00 g. Additional fee for each half-hour or portion thereof at the scene in excess of one-half hour not caused by delay on the part of the permit holder, per 30 minutes 15.00 25.00 h. Unusual distance charge: i. Additional fee for a tow originating from the arca within city limits west of Callicoatc Road to US 77 5.00 Additional fee for a tow originating from US 77/IH 37 and from the area within city limits west of US 77/IH 37 15.00 25.00 iii. Additional fcc for a tow originating from the arca within city limits cast of the JFK Causeway to Fish Pass 5.00 iii. Additional fee for a tow originating from the area within city limits east of the JFK Causway Bridge to Port Aransas city limits 15.00 25.00 i. Cleanup only, no tow required 35.00 60.00 (debris only, not including hazardous material clean ups) 2. Category B auto wreckers: a. Normal rotation list Nnonconsent tow (includes double hookup and towing of tractor and trailer as one unit, removal of shaft or axle, application of air to brake system, and/or caging brakes, to prepare for tow) 325.00 475.00 b. Additional fee allowed in subsection 57-25450 (d)(2)(a) includes rigging up, winching for removal from ditch or water, righting an overturned vehicle, clean up, or for similar unusual circumstances, per hour 275.00 350.00 c. Private property impound (include double hookup and towing of tractor and trailer as one unit, removal of shaft or axle, application of air to brake system, and additional labor such as cleanup, winching for removal from ditch or water, righting an overturned vehicle, pulling an axle or for similar unusual circumstances) 100.00 520.00 24 d. Additional costs (specialized equipment such as crane, backhoe, fork lift, air bag recovery system) actual cost (within industry standard) for leasing or renting equipment plus a maximum of twenty-five (25) -per cent up charge. 3. Daily storage fees: Storage for all or part of the first 24 hours, and for each subsequent 24-hour period or part thereof: a. Recovered stolen vehicles 5.00 b. Vehicles not longer than 25 feet 20.00 c. Vehicles longer than 25 feet 35.00 4. Impoundment fee for any action that is taken by or at the direction of the owner or operator of the facility and is necessary to preserve, protect, or service a vehicle stored or parked at the facility 20.00 5. Notification fees for: Vehicle registration research, certified letters, newspaper advertisements and preparation necessary to inform the last registered owner and lien holder(s). Can be charged only if actually performed 50.00 (e) Multiple vehicles. 1. When a vehicle and trailer are both towed by one (1) auto wrecker, only one (1) towing fee shall be paid to the owner. If the vehicle and trailer are too large or too heavy to be safely towed by a single wrecker, another wrecker may be used and an additional fee charged. 2. When more than one (1) vehicle is transported by one (1) auto wrecker, e.g., motorcycles or parts of vehicles, only one (1) towing fee shall be paid to owner. (f) Invoices. 1. Each customer invoice shall include the owner's company name, business address and phone number, permit number, name of the auto wrecker who performed the specific assignment being invoiced, date and time of assignment, date and time assignment completed (i.e., delivery of the vehicle), hours when vehicles can be reclaimed, and an itemized statement of charges. A fee schedule listing the maximum towing, storage, etc. fees shall be attached to each tow invoice. 2. The city shall provide each owner with the basic fee schedule copies to attach to the consent tow customer invoices. Failure to attach the fee schedule shall be grounds for revocation or suspension of owner's permit, unless the vehicle owner or agent consents to the omission. 3. Only service provided by an auto wrecker permitted under an auto wrecker or rotation list permit number shall be invoiced to that permit; service provided under any other permit number other than the permit number under which it is billed is in violation of this article and shall be grounds for revocation of the permit. 25 4. Owner shall invoice the police department for nonconsent (impound) or incident management tows, which shall include an itemized statement of charges and an explanation of all charges above the normal towing only fee. 5. The chief of police will review each invoice and either approve, reject or modify charges for services rendered. (g) An auto wrecker company and owner shall charge no fees for servicing a police initiated nonconsent or incident management tow in excess of the fees authorized under city ordinance for vehicles towed. Further, the auto wrecker owner shall not obligate the vehicle owner in a nonconsent or incident management tow to pay any fees in excess of those authorized for a vehicle delivered to a state licensed vehicle storage facility without the consent of the vehicle owner. The chief of police may require the auto wrecker owner or wrecker company to reimburse the vehicle owner or operator for any overcharges or unauthorized charges. Any overcharges or unauthorized charges shall be reimbursed to vehicle owner within five (5) business days, and the chief of police may suspend the auto wrecker company permit if it fails to comply. Sec. 57-250. Disposition of property left in towed vehicles. Upon request of an individual demonstrating ownership or right to possession of a vehicle, a vehicle storage facility shall give that individual access to a vehicle in the facility and allow removal of any personal property left in the towed vehicle, unless otherwise indicated by a law enforcement officer. All such personal property must be surrendered to the property owner regardless of whether or not any or all fees associated with the towing or storage of the vehicle have been paid. "Personal property" for purposes of this section refers to property in the vehicle which is not permanently affixed to the vehicle. The vehicle storage facility must request a receipt from the person to whom the personal property is released for any such property removed from the stored vehicle. Nothing in this provision is intended to conflict with the provisions of 16 Tex. Admin. Code § 85.708. Sec. 57-2S6251. - Cease and desist order. The chief of police may issue a cease and desist order as necessary to enforce this article if the chief of police determines the action is necessary to prevent a violation of this article and to protect public health and safety. Sec. 57 257252. - Logs required to be kept for tow. Each wrecker company on the rotation list shall keep a record of each vehicle towed for the rotation list, the make, model, color, license number of said vehicle, the name of the person requesting the pull, the location where the vehicle was picked up, and the location where deposited. This log of rotation tows will be open to the police department inspection at any time. It shall be unlawful for a wrecker company or owner to fail or refuse to produce this log to the police department for inspection. Sec. 57-253. - Photographs for Private Property Tows 26 All wreckers conducting private property tows shall photograph the vehicle to be towed from multiple angles and the signs posted prior to hookup in order illustrate conditions warranting the tow and to demonstrate compliance with State laws. All photographs must be maintained for inspection by the City for one year following the tow. Sec. 57 258254. - Towing fee study (a) In this section, a "towing fee study" is a study to determine the fair market value of a non -consent tow originating in the city, considering financial information provided to the city by the wrecker company requesting the study. (b) A wrecker company may request that the city conduct a towing fee study by filing a written request with the city manager by certified mail, return receipt requested, or by hand delivery. (c) Within ninety (90) days after the filing of an initial request, additional wrecker companies may join the request by filing written requests in accordance with subsection (b). (d) The city shall conduct a towing fee study if the initial requestor and the additional requestors, if any: (1) Accounted for not less than fifty (50) per cent of the non -consent tows performed in the city during the preceding twelve-month period, as determined by the city manager; and (2) Deposit with the city manager a fee of five thousand dollars ($5,000.00). (e) If the towing fee study is not conducted the city shall refund the fee, less an administrative fee of five hundred dollars ($500.00). (f) Each wrecker company requesting the towing fee study shall cooperate with the city to conduct the study and such wrecker company shall provide to the city information determined by the city manager to be reasonably necessary to determine the fair market value of towing services regulated under this article. (g) The city shall complete a towing fee study not later than the 180th day after receiving all information required under subsection (f). (h) The city manager shall present to the city council the results of the towing fee study. The city manager shall give each wrecker company that owns or leases auto wrecker registered with the city written notice of the time, date, and location of the city council meeting at which the study is to be considered. The notice must be sent by United States regular mail to the wrecker company's address listed in the latest registration application on file with the chief of police. (i) Based on the results of the towing fee study, the city council may change the non -consent towing fees. The maximum fees must represent the fair market value of the services of a wrecker company performing non -consent tows originating in the city. (j) The city is not required to conduct more than one (1) towing fee study within a two-year time period, measured from the date the city council most recently considered a towing fee study. Sec. 57-255. - Notification to permit holders of pending changes to permit regulations. Holders of permits under Article V of this chapter of the City Code shall be notified by the City of Corpus Christi of any pending changes in Article V. 27 SECTION 2. This ordinance takes effect after official publication. SECTION 3. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 4. Penalties are as provided in Section 1-6 of the Code of Ordinances. SECTION 5. Publication shall be made one time in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. 28 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas 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 January 13, 2015 Second Reading Ordinance for the City Council Meeting of January 20, 2015 DATE: TO: FROM: December 8, 2014 Ronald L. Olson, City Manager Floyd Simpson, Chief of Police floyds@cctexas.com 886-2604 Accepting and appropriating a grant for the Internet Crimes Against Children (ICAC) Task Force program CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the Office of Juvenile Justice and Delinquency Prevention Internet Crimes Against Children (ICAC) Task Force program, in the amount of $19,800 to purchase equipment, supplies, and training travel for the ICAC program within the Police Department; and appropriating the $19,800 in the No. 1061 Police Grants Fund. PURPOSE: Accept the grant and appropriate the funds. BACKGROUND AND FINDINGS: The Office of Juvenile Justice and Delinquency Prevention Internet Crimes against Children Task Force program has approved a grant for the Corpus Christi Police Department Internet Crimes Against Children Task Force. The Police Department has been a member of the ICAC since 2003. These funds will be used for the purchase of equipment, supplies, and training travel. There is no match required by the City. Funds are available from December 1, 2014 through May 31, 2015. 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 $19,800 $19,800 BALANCE $19,800 $19,800 Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Grant award letter Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the Office of Juvenile Justice and Delinquency Prevention Internet Crimes Against Children (ICAC) Task Force program, in the amount of $19,800 to purchase equipment, supplies, and training travel for the ICAC program within the Police Department; and appropriating the $19,800 in the No. 1061 Police Grants Fund. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the Office of Juvenile Justice and Delinquency Prevention Internet Crimes Against Children (ICAC) Task Force program, in the amount of $19,800 to purchase equipment, supplies, and training travel for the ICAC program within the Police Department. SECTION 2. That $ $19,800 is appropriated from the Office of Juvenile Justice and Delinquency Prevention Internet Crimes Against Children (ICAC) Task Force Program in the No. 1061 Police Grants Fund to purchase equipment, supplies, and training travel for the ICAC program within the Police Department. 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas 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 January 13, 2015 Action Item for the City Council Meeting of January 20, 2015 DATE: TO: FROM: December 4, 2014 Ronald L. Olson, City Manager Floyd Simpson, Chief of Police floyds@cctexas.com 886-2603 Amending Chapter 2 and 6 of the Code of Ordinances to modify the animal care ordinance CAPTION: Amending Chapter 2 and Chapter 6 of the Corpus Christi Code to reassign Animal Care Services roles and responsibilities; to designate the Animal Care Services Manager as the Local Rabies Control Authority; to establish a fee schedule; authorizing waiver of fees; providing Animal Control Service Manager authority to prohibit dangerous dogs within the City; eliminating $25 refund for sterilization of adopted animals; prohibiting traps with holding mechanisms; to modify the name of Animal Control Advisory Committee; to modify the ex officio members; to designate the Animal Care Advisory Committee as the Animal Shelter Committee; Providing for severance; Providing for publication; Providing for penalty; and Providing an effective date. PURPOSE: The animal care ordinance needed updating. The main goal of the current fee schedule is not to increase fees, but to simplify the fee schedule. The last time fees were changed was 1994. BACKGROUND AND FINDINGS: The changes to the ordinance are: • Transfers control of Animal Care Service and Vector Control to the Police Department • Designates the Animal Care Manager as the Local Rabies Authority • Grants Animal Care Manager authority to prohibit dangerous dogs • Designates the Animal Control Board as the Animal Shelter Committee • Changes the name of Animal Control Advisory Committee to Animal Care Service Committee • Modifies the ex officio membership to the Animal Control Advisory Committee • Creates a fee schedule (see attachment) • Authorizes waiver of fees for adoption events • Eliminates the $25 refund for sterilization of adopted animals • Prohibits traps with holding mechanisms ALTERNATIVES: None OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2013- 2014 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 0 Encumbered / Expended Amount 0 This item 0 BALANCE 0 Fund(s): General Comments: RECOMMENDATION: Staff recommends supporting changes to the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Proposed fee schedule The proposed fee schedule for Corpus Christi Animal Care Services & Vector Control. Sec. 6-14. Reapplication upon denial of registration or permit Current Proposed Reapplication upon denial of reg. or permit 10.00 10.00 Sec. 6-27. Fees. Licensing Fees Current Proposed (1)Each spayed or neutered dog or cat lyr vaccine 4.00 6.00 (2)Each dog or cat not spayed or neutered lyr vaccine 12.00 6.00 (1) Each spayed or neutered dog or cat 3yr vaccine 10.00 12.00 (2) Each dog or cat not spayed or neutered 3yr vaccine 12.00 12.00 Sec. 6-29. Issuance and wearing of tag Current Proposed Replacement of tag 5.00 6.00 Sec. 6-32. Dangerous dog registration Current Proposed Dangerous dog registration * Set by §822.043 Health and Safety Code *50.00 *50.00 Sec. 6-54. Fees (Permits) Current Proposed Auctions 100.00 50.00 Circuses 200.00 50.00 Grooming Shops 25.00 50.00 Guard Dogs - Single dog/single site 50.00 50.00 Guard Dogs - Multiple dogs/single site 75.00 50.00 Guard Dogs - Multiple sites / one dog 125.00 50.00 Kennels - Authorized less than ten (10) animals 50.00 50.00 Kennels - Authorized between ten (10) and fifty (50) animals 75.00 50.00 Kennels - Authorized fifty-one (51) or more animals 125.00 50.00 Performing Animal Exhibit 25.00 50.00 Performing Animal Exhibition 200.00 50.00 Pet Stores 50.00 50.00 Authorized between ten (10) and twenty-five (25) horses 75.00 50.00 Authorized twenty-six (26) or more horses 125.00 50.00 Sec. 6-103. Impoundment Current Proposed Unregistered, not sterilized 75.00 25.00 Unregistered, sterilized 50.00 25.00 Registered, not sterilized 50.00 25.00 Registered and sterilized 25.00 25.00 Livestock, weighing less than 100 pounds 25.00 25.00 Livestock, weighing 100 pounds or more 50.00 25.00 Second and subsequent impoundment within 12 months: Animals, excluding livestock - Not sterilized 75.00 50.00 Second and subsequent impoundment within 12 months: Animals, excluding livestock - Sterilized 50.00 50.00 Second - Livestock, weighing less than 100 pounds 50.00 50.00 Second - Livestock, weighing 100 pounds or more 100.00 50.00 Sec. 6-103 (D)(2) Boarding Fees Per Diam Current Proposed Daily boarding fees (Return to Owner) 6.00 10.00 Rabies vaccine fee (Return to Owner) 8.00 10.00 Microchip fee (Return to Owner) 25.00 10.00 Species appropriate vaccination on intake (excludes rabies Return to Owner) 0 10.00 Adoption Fe Current Proposed Domestic dog or cat *For animals over 6 months old and in good health - Includes spay/neuter, microchip, rabies vaccination, city license (if applicable) Varies *25.00 Sec. 6-104. Small animal traps Current Proposed Rental fee for small traps 10.00 10.00 Required refundable deposit of fifty dollars 50.00 No Deposit -Billed $75.00 if trap is lost or damaged Sec. 6-105. Dead animal pick-up service fee a service fee per visit of five dollars ($5.00) for the first three (3) dead animals, then five dollars ($5.00) for each 5.00 first 3 5.00 each additional 5.00 each animal Sec. 6-127. Rabies impoundment and quarantine Current Proposed Animal head shipment — stray animal 75.00 75.00 Animal head shipment — owned animal 75.00 75.00 Quarantine fee of domestic animal *This fee will be in addition to impound, microchip, license, and rabies vaccination fees. 90.00 flat fee *20.00 per day Sec. 6-128. Spay/neuter clinic fees 11111 Current Proposed Spay/neuter clinic fees *ACS no longer runs a public spay/neuter clinic to the general public. All associated fees should be deleted. Varies *Delete Targeted Spay/neuter clinic fees *Charging grant for surgery/vaccination package within a targeted area. 0 *50.00 Ordinance Amending Chapter 2 and Chapter 6 of the Corpus Christi Code to reassign Animal Care Services roles and responsibilities; to designate the Animal Care Services Manager as the Local Rabies Control Authority; to establish a fee schedule; authorizing waiver of fees; providing Animal Control Service Manager authority to prohibit dangerous dogs within the City; eliminating $25 refund for sterilization of adopted animals; prohibiting traps with holding mechanisms; to modify the name of Animal Control Advisory Committee; to modify the ex officio members; to designate the Animal Care Advisory Committee as the Animal Shelter Committee; Providing for severance; Providing for publication; Providing for penalty; and Providing an effective date. Whereas, pursuant to Health and Safety Code §826.017, City Council shall designate an officer to act as the local rabies control authority for purposes of Chapter 826 Health and Safety Code. Whereas, pursuant to Health and Safety Code §823.005, City Council shall appoint an advisory committee to assist in complying with the requirements of the Chapter 823 Health and Safety Code. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Chapter 6, Section 1 Definitions, is amended as follows: Animal Care Officer means the Animal Care Services division manager, employees of the Animal Care Services division, or authorized agents of Animal Care Services. Animal Care Services means a division of the Dcpartmcnt of Public Health Corpus Christi Police Department responsible for enforcing state and local laws, ordinances, rules, and regulations regarding the care and keeping of animals, including the provisions of this chapter. At large or running at large means any animal within the city not kept under restraint. Circus means a commercial variety show featuring animal acts for public entertainment. City Health Officer mcans the director of the Department of Public Hcalth for the city or the director's designee. City animal shelter means a place operated by or for the city, whether in city facilities or by contract, for the detention of dogs, cats, and other animals as prescribed by law. SECTION 2. Chapter 6, Section 3 Animal care services division and manager, is amended as follows: (a)The Animal Care Services division is a unit of the Department of Public Hcalth Corpus Christi Police Department and is in the charge of a person having suitable qualifications and designated by the city as the Animal Care Services manager. (b)In addition to the duties specifically prescribed in this chapter, it is the responsibility of the Animal Care Services manager to execute other duties under the jurisdiction of the Department of Public Hcalth Police Department as the gity Hcalth Officcr Chief of Police may delegate. SECTION 3. Chapter 6, Section 6 Regulations is amended as follows: Regulations providing for the interpretation and enforcement of this chapter may be adopted by the City Hcalth Officer Corpus Christi Police Department and Animal Care Services. The regulations are effective after review at a public meeting held by the Animal Control Advisory Committee. A copy of the regulations will be kept on file in the city secretary's office. SECTION 4. Chapter 6, Section 8 Compliance with sanitation standards required for keeping animals, is amended as follows: The owner of any animal within the city and the holder of any commercial permit issued under this chapter must comply with the standards of sanitation established by the City Hcalth Officer Chief of Police under this chapter. SECTION 5. Chapter 6, Section 10 Inspection of animals and premises, is amended as follows: Animals and premises where animals are kept or maintained are subject to inspection by the City Hcalth Officcr, thc City H Ith Officcr's dcsigncc Animal Care Services manager, an Animal Care Officer, or any police officer at any reasonable hour, or at any hour in cases of emergency. SECTION 6. Chapter 6, Section 11 Abatement of conditions not complying with chapter, is amended as follows: Whenever any premises where animals are kept are in an unsanitary condition, the facilities are not in keeping with the provisions of this chapter or any regulations established by the City Hcalth Officcr Chief of Police, or if any health ordinance or law pertaining to the care or keeping of an animal is not observed, the City Hcalth Officcr or thc City Hcalth Officcr's designcc Animal Care Services 2 Manager or designee, by written notice to the person responsible for the condition of the premises or the keeping of the animals or to the person owning or in control of the premises, may order the abatement of the conditions which are not in accordance with this chapter other regulations or laws, or which constitute a nuisance. Failure to comply with the written notice constitutes grounds for the city to obtain relief by injunction. Additionally, failure to comply with the written notice may subject the violator to administrative proceedings and criminal charges. SECTION 7. Chapter 6, Section 15 is created to read as follows: Sec. 6-15. Fee Schedule The Animal Care Services Manager shall prepare the initial schedule of all fees to be charged to the public for the provision of services, permits, and registrations under this Chapter. This initial schedule must be reviewed by the city manager and is effective upon the city manager's approval. Each successive schedule is subject to the same review and approval requirement on an annual basis. Such fees may not increase annually by more than twenty-five (25) percent nor may new fees be created without city council's approval by motion or resolution. Each approved schedule must be filed with the city secretary and copies provided to the city council. SECTION 8. Section 6-16 of the Corpus Christi Code of Ordinances is created to read as follows: Sec 6-16 Waiver or Reduction of Fees The Animal Care Services Manager is authorized to reduce or waive fees for adoption events or where necessary to advance the goals of Animal Care Services. SECTION 9. Section 6-17 of the Corpus Christi Code of Ordinances is created to read as follows: Sec. 6-17 - Local rabies control authority. (a) The Animal Care Services Manager is designated as the local rabies control authority to enforce the provisions of the Rabies Control Act of 1981 (V.T.C.A., Health and Safety Code § 826.001 et seq.). (b) The duties of the local rabies control authority shall include but are not limited to the enforcement of: (1) The provisions of the Rabies Control Act of 1981, and the rules of the state board of health which comprises the minimum standards for rabies control; (2) The ordinances and/or rules of the City of Corpus Christi; and/or 3 (3) The rules adopted by the state board of health under the area quarantine provisions of V.T.C.A., Health and Safety Code § 826.045 of said Act. SECTION 10. Chapter 6, Section 27 Fees, is amended as follows: (a)The annual registration fee for a dog or cat that has been currently vaccinated with a manufactured one-year or three-year interval rabies vaccination is established in the fee schedule pursuant to section 6-15 of this chapter. as follows: (2)Each dog or cat not spaycd or ncutcrcd 12.00 (b)The fee for a three-year registration for a dog or cat that has been currently vaccinated with a manufactured three-year interval rabies vaccination is established in the fee schedule pursuant to section 6-15 of this chapter. as follows: 22 (c)No fee may be charged for a registration issued for any dog actually used by a person with disabilities who utilizes the dog as a service animal to aid the person in going from place to place within the city. (d)No fee may be charged for a registration issued for any dog that is owned and used by any law enforcement agency for drug awareness, drug or bomb detection, or any other law enforcement purpose. (e)Participating veterinarians will be rcbatcd retain one dollar ($1.00) for each registration they issue if duplicate copies of the registration and vaccination certificates are submitted to the Animal Care Services division within ten (10) days of issuance of the registration. SECTION 11. Chapter 6, Section 29 Issuance and wearing of tag, is amended as follows: (a)Issuance. Upon acceptance of the dog or cat registration application and payment of the applicable fee, the city's collections section, the Animal Care Services manager, Animal Care Services manager's designee, or the participating veterinarian will issue a durable registration tag, stamped with a serial number and the year of issuance. (b)Wearing of tag. Dogs and cats must wear registration tags fastened to a collar or harness at all times. (1)It is presumed, in a prosecution of a violation of this subsection, that a dog or cat that is determined by an Animal Care Officer or a police officer to be without a registration tag fastened to its collar or harness while in a public place within the city has not been vaccinated in compliance with this chapter. 4 (2)It is presumed, in a prosecution of a violation of this subsection, that a dog or cat that is determined by an Animal Care Officer or a police officer to be without a registration tag fastened to its collar or harness while in a public place within the city has not been registered in compliance with this chapter. (c)Replacement of tag. A duplicate registration tag may be obtained from the Animal Care Services division upon payment of a fivc dollar ($5.00) replacement fee established in the fee schedule pursuant to section 6-15 of this chapter and proof of presentation of the original registration receipt. For animals administered a rabies vaccination through the Animal Care Services division for which the vaccine remains effective, a duplicate rabies vaccination tag may be obtained from the division upon payment of a fivc dollar ($5.00) replacement fee established in the fee schedule pursuant to section 6-15 of this chapter. (d)Nontransferable. No person may use any registration tag for any animal other than the animal for which it was issued. SECTION 12. Chapter 6, Section 32 Dangerous dog registration, is amended as follows: (a)A dog found to be a "dangerous dog" as defined in Chapter 822, Health and Safety Code, as it may be amended, must wear a dangerous dog registration tag issued annually by the Animal Care Services division upon a payment of a the maximum fee allowed fora dangerous doq registration under Chapter 822, Health and Safety Code, as it may be amended. The dangerous doq registration fee is listed in the fee schedule pursuant to section 6-15 of this chapter. (b)A dangerous dog registration tag must be worn at all times by the dangerous dog attached to a lime green colored, one -inch -wide collar. (c)The owner of a dangerous dog shall present proof of the secure enclosure in which the dog will be kept, proof of liability insurance coverage or financial responsibility in an amount of at least one hundred thousand dollars ($100,000.00) to cover damages that may result from an attack by the dangerous dog causing bodily injury to a person, and proof of compliance with other conditions as may be required by the City Hcalth Officcr Animal Care Services Manager and as may be required under Chapter 822, Health and Safety Code, as it may be amended. (d) The Animal Care Services manager may require a dangerous doq to be removed from the city limits. SECTION 13. Chapter 6, Section 51 General provisions, is amended as follows: (f) A commercial permit must be displayed in a prominent place on the premises. 5 (g) In addition to all other conditions of this article, owners and possessors of dogs defined as "guard dogs" under this chapter must meet all applicable provisions of this chapter and regulations promulgated by the Manager Animal Care Services Manager. (h) No commercial animal establishment may sell any dog or cat four (4) months of age or older to any person unless the animal has a valid rabies vaccination. SECTION 14. Chapter 6, Section 52 Application, is amended as follows: (b) Upon initial application for a permit, the Animal Care Services Manager or designee must review and certify that the commercial animal establishment has been inspected and is in compliance with all construction, zoning, or other ordinances of the city governing the conduct of the business of the commercial animal establishment after consulting with the Building Official and Zoning and Code Enforcement Administrator. An appropriate certificate of occupancy issued by the building official may be considered as evidence that the commercial animal establishment complies with the city's construction and zoning ordinances. SECTION 15. Chapter 6, Section 54 Fees, is amended as follows: (a) Annual Fees for commercial permits are established in the fee schedule pursuant to section 6-15 of this chapter. as follows: Auctions $100.00 Circuses 200.00 Dcpartmcnt Storcs 50.00 Grooming Shops 25.00 Guard Dogs: Single dog/single site 50.00 Multiplc dogs/singlc sitc 75.00 Multiple sites with one (1) dog 125.00 Kenncls: Authorizcd Icss than tcn (10) animals 50.00 Authorizcd betwccn tcn (10) and fifty (50) animals 75.00 Authorizcd fifty one (51) or morc animals 125.00 P crforming Animal Exhibit 25.00 P crforming Animal Exhibition 200.00 Pct Storcs 50.00 Pctting Zoos (tcmporary; Tess than tcn (10) days) 50.00 Rodcos 200.00 Stablcs: Authorizcd Icss than tcn (10) horscs 50.00 Authorizcd bctwccn tcn (10) and twcnty fivc (25) horscs 75.00 Authorizcd twcnty six (26) or morc horscs 125.00 6 (b)Any commercial animal establishment providing services classified in two (2) or more categories listed in subsection (a) of this section is required to obtain only one (1) permit, and the fee charged for the permit is the highest of the fees for any of the applicable categories. SECTION 16. Chapter 6, Section 57 Permission to possess prohibited animals, is amended as follows: (b) Possession of a prohibited animal under this section is exempt from the terms of section 6-153 and is subject to regulations and rules prescribed by the City Hcalth Officer Animal Services Manager, including, but not limited to, indemnification of the city, proof of insurance, and any other conditions deemed necessary to preserve the health, safety, and welfare of the public. SECTION 17. Chapter 6, Section 58 Waiver of requirements, is amended as follows: A waiver of a portion or all of the permit requirements of this article may be granted by the City Hcalth Officcr or thc City Hcalth Officcr's dcsigncc Animal Care Services Manager in cases involving a scientific or educational program, a show or exhibition by a nonprofit organization, or for animals owned by the City upon a finding that a waiver would not endanger the public's health, safety, or welfare, an animal's health, or create a nuisance. SECTION 18. Chapter 6, Section 76 Registration and permit revocation—Administrative proceedings, is amended as follows: (a)When held. (1)Thc City Hcalth Officcr or thc City Hcalth Officcr's dcsigncc The Animal Care Services Manager or designee may hold an administrative hearing to determine whether any registration or permit issued under Article II or Article III of this chapter should be revoked or to otherwise regulate the keeping of an animal within the city, if: (A) A registration or permit holder fails or refuses to comply with any provision of this chapter, the regulations promulgated by the gity Hcalth Officcr Animal Care Services Manager or any law governing the protection and keeping of animals in this state. (B) The owner of an unregistered animal, the owner of an unvaccinated animal, or the owner of a commercial animal establishment not properly permitted under this chapter fails or refuses to comply with any provision of this chapter, the regulations promulgated by the City Hcalth Officcr Animal Care Services Manager, or any law governing the protection and keeping of animals in this state. (C) An animal has been involved in an unprovoked biting offense and the incident involved bodily injury to a person; (D) An animal has been determined by an Animal Care Officer to be a public nuisance; or (E) An animal has been the subject of two (2) criminal charges brought against the animal's owner under this chapter that resulted in conviction of the animal's owner, of two (2) impoundments, or a combination of one such conviction and one impoundment, resulting from separate incidents, within the twenty -four-month period immediately preceding the date of the last conviction or impoundment. Impoundments which occurred as a result of provoked scratching, biting, or attacking incidents may not be considered for purposes of this subsection (b)Written notice required. (1) An administrative hearing may not be held without giving the registration or permit holder, owner of a commercial animal establishment operating without a permit, or owner of an unregistered animal prior written notice of the date, time, and place of the hearing. (2) Written notice is deemed made when a certified letter, return receipt requested, addressed to the address indicated on the holder's last registration or permit application or, if no such application is on file, to the owner's last known address, is deposited in the U.S. mail. Written notice is also deemed made when the notice letter is delivered by an employee or representative of the City Hcalth Officcr Animal Care Services Manager to the address. (3) All persons on the register kept by a stable for which an administrative hearing will be held will be notified by certified mail deposited in the U.S. mail or by personal delivery made by an employee or representative of thc City Hcalth Officcr Animal Care Services Manager that a hearing is to take place. (c) Disposition. At the conclusion of the administrative hearing, the City Hcalth Officcr or the City H Ith Officcr's dcsigncc The Animal Care Services Manager or designee shall determine if the person holding the registration or permit, the owner of a commercial animal establishment operating without a permit, or the owner of an unregistered animal has violated any provision of this chapter, the regulations promulgated by the City Hcalth Officcr Animal Care Services Manager, or any law governing the protection and keeping of the animal that is the subject of the administrative hearing. If any violation has been found to have occurred, the City Hcalth Officer or thc City Hcalth Officcr's dcsigncc Animal Care Services Manager or designee, in their discretion, may order that any of the following actions be taken within the time specified by the City Hcalth Officcr or thc City Hcalth Officer's dcsignec: Animal Care Services Manager or designee: SECTION 19. Chapter 6, Section 103 Impoundment, is amended as follows: 8 (a) Grounds for impoundment. Animals may be impounded by the Animal Care Services division in any of the following circumstances: (1)Any dog not kept under restraint as required by this chapter. (2)Any dog or cat not wearing a collar or harness affixed with a valid city registration tag. (3)Any dog or cat for which a valid city registration has not been issued. (4)Any animal that constitutes a public nuisance. (5)Any animal that a person could reasonably suspect as having any infectious or contagious disease other than rabies and being in the custody of a keeper who fails or refuses to make arrangements satisfactory to the Animal Care Services manager for the proper treatment of the animal. (6)Any animal that has rabies or exhibits symptoms of rabies, or that a person could reasonably suspect as having rabies. (7)Any animal, when unprovoked, that bites, scratches, or otherwise attacks another animal or person within the city. (8)Any animal not kept by the owner or permit holder in conformity with this chapter, regulations promulgated by the City Hcalth Officer Chief of Police or Animal Care Services Manager, disposition made in accordance with Article IV of this chapter, or state law. (9)Any animal upon the written request of the animal's owner and to which the Animal Care Services manager or the Animal Care Services manager's designee agrees that the animal be humanely euthanized for the protection of the public's health, safety, and welfare. (10)Any dog that is the subject of a cause of action filed pursuant to Chapter 822, Health and Safety Code, as it may be amended, must be impounded until further order of a court of proper jurisdiction. (11) Any free-roaming cat that has not been spayed or neutered. (b) Length of impoundment. Except for dogs impounded as subjects or probable subjects of a proceeding pursuant to Chapter 822, Health and Safety Code, for observation of rabies under section 6-127, or other administrative procedures, impounded animals not claimed must be kept for not less than three (3) working days from date of impoundment. In calculating the length of this time period, the first working day after impoundment is considered day one. (c) Notification of owner. If, by a registration tag or other means, the owner of an impounded animal can be identified, the Animal Care Services division shall, as soon as practicable after impoundment, notify the owner in person or by telephone, if reasonably possible, and, if not, then by mail, advising that, if the impounded animal is not redeemed within five (5) working days, disposition will be made in accordance with this chapter. (d) Redemption. Impounded animals, excluding those impounded as a public nuisance, a prohibited animal, or an animal held for observation of rabies under section 6-127 or other administrative procedures, are subject to immediate redemption. Impounded animals may be redeemed by anyone 9 entitled to possession of the animals while the animals are in the city animal shelter after paying the appropriate fees as follows: (1) Impoundment fee: Impoundment fees are established in the fee schedule pursuant to section 6-15 of this chapter. (A) First impoundmcnt: Animals, cxcluding livcstock: Unregistered, not sterilized $ 75.00 Unrcgistcrcd, stcrilizcd 50.00 Registered, not sterilized 50.00 Rcgistcrcd and stcrilized 25.00 Livcstock, weighing Icss than 100 pounds 25.00 Livcstock, wcighing 100 pounds or morc 50.00 (B) Second and subsequent impoundment within 12 months: Animals, cxcluding livcstock: Not sterilized 75.00 Stcrilizcd 50.00 Livestock, weighing Icss than 100 pounds 50.00 Livcstock wcighing 100 pounds or morc 100.00 (C) (A) If an animal is sterilized within thirty (30) days of release following the animal's first impoundment, the veterinarian performing the sterilization will be reimbursed twenty-five dollars ($25.00) of the impoundment fee upon submission of a copy of the sterilization invoice. (D) (B) A waiver or partial waiver of an impoundment fee may be granted by the City Hcalth Officer Animal Care Services Manager in cases involving exigent circumstances as determined-ate published annually by thc City Hcalth Officcr. by the Animal Care Services Manager. (2) Boarding charge. A boarding charge determined published and sct annually by thc City Hcalth Officcr, established in the fee schedule pursuant to section 6-15 of this chapter is not to exceed the reasonable cost of boarding, feeding, and caring for the animal for the period of impoundment. A copy of the boarding chargc schcdulc, sctting out thc annual ratcs, will be placcd on filc with thc City Sccrctary's Officc. Boarding charges apply to redemption of impounded animals and are not applicable to adoption of animals. (3) Rabies vaccination charge. All charges for rabies vaccination if required. (4) City registration charge. City registration charge, if applicable. (5) Microchip charge. All charges associated with placement of a microchip, unless the animal currently has an active microchip. (e)Redemption—special circumstances. In case any animal that is impounded is sought to be redeemed and is suffering from any disease or ailment, it may not be released until the Animal Care Services Manager is satisfied that arrangements looking to its proper treatment are assured. Animals put under observation as described in section 6-23 are subject to redemption no less than 10 ten (10) days from impoundment if the animal is determined to be free from rabies by the Animal Care Services Manager or designee. (g)Disposition of animals. (1)Immediately upon impoundment, the city is the designated caretaker of impounded animals. Except as provided in subsections (c) and (j) of this section, and certain livestock as provided for in this paragraph, impounded animals not redeemed by their owner within three (3) working days following impoundment become the property of the city and may be placed for adoption in a suitable home or with any nonprofit association organized for the protection and welfare of animals, sold under section 17 /I 17-6 of the Code of Ordinances, or humanely euthanized. Prior to the disposition of any livestock excluding goats and sheep, notice must be posted for a ten-day period at the county courthouse, city hall, and the city animal shelter upon the expiration of three (3) working days from the date of impoundment of the livestock. Upon the expiration of the ten-day notice period, the city may dispose of the livestock in the same manner as other unclaimed animals. (2)The expiration of the three (3) working days period upon impoundment and the notice of and expiration of the ten-day period with respect to livestock does not apply to the disposition of any animal placed in impoundment by the written consent of the animal's owner and the acceptance of the animal by the animal care services manager. Any animal received by the consent of its owner may be disposed of immediately upon its impoundment in the same manner as unclaimed animals. (3)In the case of a dog impounded under authority of V.T.C.A., Health and Safety Code chapter 822, as it may be amended, or other state law, the dog may be redeemed upon the court's finding and rendering a judgment that the dog did not engage in dangerous conduct and upon the conclusion of any proceeding provided for in this chapter; or upon the court's finding that the dog did engage in dangerous conduct, that the claimant of the dog shows proof of having fully complied with all insurance and restraint requirements provided by state law, and meets all requirements of this chapter that pertain to the keeping of a dangerous dog. (4)Due to their immature immune system, any impounded animal under four (4) months of age shall immediately become the property of the city, for humane disposition, and may be offered for adoption, rescue, foster care or humanely euthanized at the discretion of the animal care service manager, veterinarian, or their designee. (h)Adoption of unclaimed animal. A person other than the previous owner may adopt an unclaimed animal after the expiration of the redemption period and after paying any applicable boarding chargcs and rabics vaccination rcgistration, rabies vaccination fees, registration fees, spay/neuter fees, and adoption fees established in the fee schedule pursuant to section 6-15 of this chapter. and signs A person adopting an 11 unclaimed animal must sign an agreement to have the animal sterilized within thirty (30) days of adoption, in compliance with V.T.C.A., Health and Safety Code ch. 828, if the animal is unsterilized at the time of adoption. All adoptions and approval of applications for adoption are at the discretion of the Animal Care Services Manager. If an animal is sterilized within thirty (30) days of adoption, then a twcnty fivc dollar ($25.00) rcfund will bc paid to thc vctcrinarian performing thc stcrilization, upon application by thc vctcrinarian within thirty (30) days aftcr thc scrvicc is performed. (i)Compliance required for release. No impounded dog or cat may be released until the person to whom the dog or cat is to be released agrees and meets all regulations promulgated by the City Hcalth Officcr Animal Care Services Manager. (j)Euthanasia. The Animal Care Services Manager, a licensed veterinarian, or the Animal Care Services manager's designee may direct the immediate euthanization of any animal determined to be seriously injured or diseased under the rules, guidelines, or procedures established by the City Hcalth Officcr Animal Care Services Manager. Impounded animals not redeemed or adopted as provided for in this section must be humanely euthanized at the city animal shelter under the direction of an Animal Care Services Officer. The carcasses must be disposed of as directed by the City Hcalth Officcr Animal Care Services Manager. (k)Records. The Animal Care Services manager shall cause to be maintained a record describing each identifiable animal impounded within the preceding two (2) years. In the case of registered dogs and cats, the registration tag number and the name of the person to whom it was issued must be noted. In the case of each identifiable animal, it must be noted how the impounded animal was disposed of, giving the names and addresses of persons to whom the animal was delivered, and the fees and charges received from the persons. (I)Notice of violation. In addition to, or in lieu of, impounding an animal under this section, an Animal Care Services Officer or any police officer may issue to the owner of the animal a citation for a violation of this chapter. SECTION 20. Chapter 6, Section 104 Small animal traps, is amended as follows: Small animal traps will be rented by the Animal Care Services division to a citizen for a charge established in the fee schedule pursuant to section 6-15 of this chapter of tcn dollars ($10.00). This rental fee provides for the use of a trap for seven (7) calendar days. Thcrc is a requircd rcfundablc dcposit of fifty dollars ($50.00) prior to thc rcntal of a trap. The following arc cxcmpt from thc rcntal fcc and dcposit: low incomc citizcns bclow thc povcrty Icvcl as cstablishcd by thc U. S. Dcpartmcnt of Hcalth and Human Scrviccs; providcd, howcvcr, in ordcr to obtain such an cxcmption on thc fcc and dcposit, thc cxcmptcd citizcn shall bc rcquircd to statc in a writtcn agrccmcnt that hc/shc is cntiticd to thc cxcmption. 12 There is a fifty dollar ($50.00) replacement charge established in the fee schedule pursuant to section 6-15 of this chapter for all small animal traps that are lost, stolen, or otherwise damaged rendering the trap unusable by the Animal Care Services division rcgardlcsv of cxcmption status for rcntal fccs and dcposit. SECTION 21. Chapter 6, Section 105 Dead animal pick-up service fee, is amended as follows: From participating local commercial businesses, a service fee per visit of five dollars ($5.00) for the first thrcc (3) dcad animals, thcn five dollars ($5.00) for ach d d animal thercafter established in the fee schedule pursuant to section 6-15 of this chapter will be collected for each dead dog, cat, or small animal upon pick up of the animal by the city. The maximum weight of any animal picked up under this section may not exceed one hundred (100) pounds. The disposal of any dead animal weighing over one hundred (100) pounds will be handled in accordance with the provisions of Chapter 21 of the Code. SECTION 22. Chapter 6, Section 106, is created to read as follows: Sec. 6-106 Traps with holding mechanisms prohibited; exceptions No person shall set up or allow to be set up on his property steel jaw traps, spring traps with teeth or perforated edges on the holding mechanism, snares, or any type of trap with a holding mechanism designed in such a fashion as to reasonably ensure the cutting, slicing, tearing or otherwise traumatizing of the entrapped prey, for the purpose of ensnaring domestic or wild animals within the city limits, unless the use of such traps is specifically deemed necessary by the director of health or Local Rabies Control Authority in or for the control of communicable disease. This section is not to be construed to include those traps designed to kill common rodents, i.e., rats, mice, gophers and groundhogs; except that the owner is responsible for taking care that any of the above said "rodent" traps are not placed or used on or about his property in such a manner as to reasonably ensure the trapping of any other domesticated or wild animal, or of a human. SECTION 23. Chapter 6, Section 127 Rabies impoundment and quarantine, is amended as follows: (a)Impoundment. Every animal that has rabies or symptoms of rabies or that a person could reasonably suspect as having rabies and that bites, scratches, or otherwise attacks any person or animal within the city must be impounded at once and held for observation and quarantine at the city animal shelter or other place designated by the City Hcalth Officer Animal Care Services Manager for the period of time the City Hcalth Officcr Animal Care Services Manager may deem necessary; provided, however, the period of time may not be fewer than ten (10) days nor more than fourteen (14) days. 13 (b)Prohibited from being on public ways, places. No animal that has rabies may be allowed at any time on the streets or public ways of the city. No animal that has been suspected of having rabies may be allowed at any time in public places, except as expressly provided in this chapter until the animal has been released from observation by the City Hcalth Officer Animal Care Services Manager, Local Rabies Control Authority or Licensed Veterinarian. (c)Owner's responsibility. The owner of any animal that is reported to have rabies, or symptoms of rabies, or to have been exposed to rabies, or to have scratched, bitten, or otherwise attacked any person or animal within the city, or that the owner knows or suspects to be rabid and to have scratched, bitten, or attacked any person or animal shall submit the animal for quarantine to the Animal Care Services manager, an Animal Care Officer, or any police officer. Failure of an owner to submit the animal, as required by this subsection, is a violation of this chapter. (d)Reporting of incidents. Any persons having knowledge of any animal exhibiting symptoms of or exposed to rabies, or that has scratched, bitten, or otherwise attacked any person or animal, shall report the incident to the Animal Care Services division no later than ten (10) days from the date of the incident. The report must include the name and address of any victim and of the owner of the animal, if known, and any other information relating to the incident or animal. The Animal Care Services manager shall inform the City Health Officer at once, in person or by phone, and follow up with a written report. (e)Veterinarians' reports. Every veterinarian or other person who is called to examine or professionally attend any dog or other animal within the city having glanders or farcy, rabies, tuberculosis, or any other communicable disease shall, within twenty-four (24) hours thereafter, report in writing to the City Health Officer and the Animal Care Services manager the following: (1)The location of the animal. (2)The name and address of the owner of the animal. (3)The type and character of the disease. (f)Veterinarians'records. Every veterinarian practicing within the city shall keep detailed records of animal rabies vaccinations and, upon request of the Animal Care Services Manager, must acknowledge to the Animal Care Services Manager whether an animal of a particular location, or owned by a named person, has bccn vaccinatcd within the last twclvc (12) months current unexpired vaccination. (g)Investigation of cases. The City Hcalth Officcr Animal Care Services Manager or designee shall investigate and record all cases of rabies and suspected rabies. (h)Disposition of bodies of quarantined animals. The body of any animal that has died of rabies or that dies or is destroyed while in quarantine may not be disposed of except as directed by the City Hcalth Officer Animal Care Services Manager. (i)Payment of costs. (1) The owner of an animal quarantined under this section shall pay to the Animal Care Services division the reasonable costs of the quarantine and 14 disposition of the animal, including charges for preparation, processing, and shipment of the animal's head or brain, if required, to the nearest Texas Department of State Health Services laboratory for testing. The fee for preparation, processing, and shipment, by the Animal Care Services division, of the animal's head or brain is established in the fee schedule pursuant to section 6-15 of this chapter scvcnty five dollars ($75.00). (2)The owner of a non -quarantined animal or a veterinarian, if required by law or upon the owner's or a veterinarian's request, may seek the services of the Animal Care Services division to prepare, process, and ship the head or brain of an animal to the nearest Texas Department of State Health Services laboratory for testing. (a)If the head or brain is prepared by a veterinarian for processing and shipment by the Animal Care Services division, the person requesting the service shall pay a fee to the Animal Care Services division as established in the fee schedule pursuant to section 6-15 of this chapter of fifty dollars ($50.00). (b)If the head or brain is prepared by the Animal Care Services division for processing and shipment, the person requesting the service shall pay a fee to the Animal Care Services division as established in the fee schedule pursuant to section 6-15 of this chapter of seventy five dollars ($75.00). SECTION 24. Chapter 6, Section 128 Spay/neuter clinic fees, is amended as follows: The director of public hcalth Animal Care Services Manager shall prepare the initial schedule of fees to be charged to the public for the provision of services at the city's low-cost spay/neuter clinic. This initial schedule must be reviewed by the city manager and is effective upon the city manager's approval. Each successive schedule is subject to the same review and approval requirement on an annual basis. Such fees may not increase annually by more than twenty-five (25) per cent nor may new fees be created without city council's approval by motion or resolution. Each approved schedule must be filed with the city secretary and copies provided to the city council. SECTION 25. Chapter 6, Section 153 Keeping of certain animals prohibited, is amended as follows: No person may keep, own, maintain, use, or have in the person's possession or on premises under the person's control, within the city, any of the following: (a) Any dangerous animal, except in accordance with this chapter and the regulations promulgated by the City Hcalth Officer Animal Care Services Manager. 15 SECTION 26. Chapter 6, Section 157 Exceptions to distance and number requirement regulations is amended as follows: (a) Laboratories, veterinarians, and others listed. Where livestock or fowl are kept in medical laboratories or educational institutions for medical research, in veterinary hospitals for treatment, or on the premises of any recognized humane society for humane care, the livestock or fowl must be kept under conditions prescribed by the City Hcalth Officer Animal Care Services Manager for the limited purposes stated in this subsection without the necessity of compliance with the distance and number requirements prescribed in this chapter. (b) Pet shops. Pet shops keeping all animals in completely enclosed and solidly walled facilities need not comply with the distance and number requirements prescribed in this chapter. (c) Exempted premises in newly annexed area. Where any animal is being kept at a location outside the city limits and, by annexation, the area becomes a part of and within the boundaries of the incorporated area of the city, the distance and number requirements do not apply for a period of five (5) years from and after the date of annexation. Extensions of this exemption may be obtained for successive five-year periods by applying for and obtaining a certificate from the City Hcalth Officcr Animal Care Services Manager certifying to the existence of sanitary conditions of the premises and neighboring premises. (d) Homing pigeons. Homing pigeons may be kept in a number not exceeding sixty (60) so long as there is no opposition from contiguous neighbors, they are kept in accordance with the rules and regulations promulgated by the City Hcalth Officer Animal Care Services Manager and they are kept in accordance with subsection 6-153(e) and all other provisions of this chapter. SECTION 27. Chapter 6, Section 236. Inspection, is amended as follows: (a)The director of public hcalth Animal Care Services Manager or designee shall have the right to inspect any apiary between the hours of 8:00 a.m. and 5:00 p.m. Presence of an apiary constitutes consent to the director or his/her designee to enter the premises. Where practicable, prior notice shall be given to the beekeeper if he resides at the apiary or if his name is marked on the hives. 16 SECTION 28. Chapter 6, Section 237 Compliance, is amended as follows: a)Upon receipt of information that any colony situated within the city is not being kept in compliance with this article, the dircctor of public hcalth Animal Care Services Manager shall cause an investigation to be conducted. If he/she finds that grounds exist to believe that one (1) or more violations have occurred he/she shall cause a written notice of hearing to be issued to the beekeeper. (b)The notice of hearing shall set forth: (1)The date, time and place at which the hearing will be conducted; (2)The violation(s) alleged; (3)That the beekeeper may appear in person or through counsel, and present evidence; and (4)That the bees may be ordered destroyed or removed from the city if after the hearing the dircctor of public hcalth Animal Care Services Manager finds that they have been kept in violation of this article. Notices shall be given by certified U.S. mail or personal delivery. However, if the director of public health Animal Care Services Manager is unable to locate the beekeeper, then the notice may be given by publication one (1) time in a newspaper of general circulation at least five (5) days prior to the date of the hearing. (c)The hearing shall be conducted by the director of public health Animal Care Services Manager or a hearing officer that he/she may designate. The burden shall be on the city to demonstrate by a preponderance of credible evidence that the colony or colonies have in fact been kept in violation of this article. If the hearing officer finds that the colony or colonies have been kept in violation of this article then he/she may order that the bees be destroyed or removed from the city, within a period not to exceed twenty (20) days, and that bees shall not thereafter be kept upon the tract for a period of two (2) years. In instances where the hearing officer finds that the violations were not intentional and that the beekeeper has employed corrective actions that will probably be effective to cure the violations alleged, then he/she may issue a warning in lieu of ordering the bees destroyed or removed. Upon failure of the beekeeper to comply with the order the director of public hcalth Animal Care Services Manager may cause the bees to be destroyed and the hive structures to be removed. In each instance in which a bee colony is destroyed all usable components of the hive structure that are not damaged or rendered unhealthy by the destruction of the bees shall upon the beekeeper's request be returned to the beekeeper, provided that the beekeeper agrees to bear all transportation expenses for their return. SECTION 29. Chapter 2, Section 51 Administrative functions, is revised as follows: (10) Gas. An administrative department responsible for the development, maintenance, and operation of a gas utility system. 17 (11) Health. An administrative department responsible for the promotion of public health; air pollution control; animal and vector control; industrial health; vital statistics; and support services for the citizens advisory health board, animal control advisory board, and food service advisory council. The director of this department shall be appointed, and is removable, by the joint action of the city council acting through the city manager and the commissioners' court of Nueces County. The director shall also serve as the health officer of the city. (12) Housing and community development. An administrative department responsible for improving the living environment of residential neighborhoods; rehabilitation of dilapidated buildings; the elimination of blighted areas in the city; and support services for the building standards board. (23) Planning. An administrative department responsible for development of master plans and other planning, zoning, and subdivision activities; development of capital improvement programs; and support services to the planning commission, municipal arts commission, landmark commission, and joint airport zoning board. (24) Police. An administrative department responsible for animal and vector control, support services for the animal control advisory committee, the prevention and investigation of crime, the apprehension of suspected criminals and the enforcement of traffic laws. (25) Public utilities. An administrative department responsible for the management of utilities -related functions in the city as provided by the organizational chart, and the operation of a commercial office to service such utilities. SECTION 30. Chapter 2, Section 115 Created; composition; appointment, terms of members; organization, of the Corpus Christi Code of Ordinances is hereby amended as follows: An Animal Control Care Advisory Committee is hereby created consisting of seven (7) members. Initially, two (2) members shall be appointed for one-year terms, two (2) for two (2) years and three (3) for three (3) years; thereafter, such terms will be three (3) years. At least one (1) member shall be a veterinarian. Two (2) members shall be members of local animal welfare organizations (at least one (1) of the organizations must operate an animal shelter). The remaining four (4) members shall represent the community at large. All members shall serve until their successors are appointed and qualified. Each member shall be a resident of the city. 18 (1) Ex officio members. The city manager, or representative; the Dircctor of thc City County Hcalth Dcpartmcnt or rcprescntativc1 and the Animal Control Supervisor Care Services Manager shall serve as an ex officio member of the committee without vote. (2) Officers. Following the annual appointment of new members, the committee shall meet at its earliest convenience and shall, by majority vote, elect a chair who shall preside at all meetings of the committee and a vice -chair who shall preside in the absence of the Chair. The Dircctor of thc City County Hcalth Departmcnt Animal Care Services Manager or designated representative shall serve as the secretary of the committee and shall send all notices for meetings, keep and preserve the minutes, have custody of all documents filed with the committee, advise and consult with city officials as to the committee's work and recommendations, assist the committee and its subcommittees in planning and coordinating its programs, and perform such other duties as may be of assistance to the committee. A copy of the minutes shall be sent to all members. (3) Subcommittees. The chair of the committee, with the approval of the committee, may establish such subcommittees as may be necessary or appropriate to assist the committee in its studies and in the performance of its duties. Members of such subcommittees shall be appointed only from among members of the committee. (4) Meetings. The committee shall meet at least once each month and shall meet on the call of the chairperson of a majority of its members. The committee shall adopt its own rules of procedure of notice of meetings and the conduct thereof. (5) Quorum. Four (4) members shall constitute a quorum. SECTION 31. Chapter 2, Section 117 of the Corpus Christi Code of Ordinances is hereby created to read as follows: Sec. 2-117. Animal Shelter Committee (a) The Animal Care Advisory Committee is designated as the Animal Shelter Committee required by the Health and Safety Code. (b) The duties of the Animal Shelter Committee shall include, but are not limited to, assisting Animal Care Services in complying with: (1) The standards of housing and sanitation as established by the Health and Safety Code and the rules of the state board of health; and (2) standards of animal control officer training as established by the Health and Safety Code. 19 (c) The Animal Shelter Committee advisory committee shall meet as required per state law. SECTION 32. If for any reason any section paragraph subdivision clause phrase word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction it shall not affect any other section paragraph subdivision clause phrase word or provision of this ordinance for it is the definite intent of this City Council that every section paragraph subdivision clause phrase word or provision hereof be given full force and effect for its purpose. SECTION 33. Publication shall be made one time in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 34. Penalties are as provided in Section 1-6 of the Code of Ordinances. SECTION 35. This ordinance takes effect after official publication. 20 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas 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 January 13, 2015 Second Reading for the City Council Meeting of January 20, 2015 DATE: TO: Ronald L. Olson, City Manager December 18, 2014 FROM: Floyd Simpson, Chief of Police floods@cctexas.com 886-2603 Appropriating $1,323,658.59 from the Crime Control and Prevention District unreserved fund balance in to the Crime Control District Fund CAPTION: Ordinance appropriating $1,323,658.59 from the unreserved fund balance in No. 9010 Crime Control District Fund for "one-time" expenditures in the FY 2014-2015 operating budget, and changing the FY 2014-2015 operating budget adopted by Ordinance No. 030294 by increasing expenditures by $1,323,658.59. PURPOSE: On December 17, 2014 the Crime Control Board approved $1,323,658.59 for one time expenditures. BACKGROUND AND FINDINGS: Approved expenditures include upgrades to the Mobile Command Post, improvements to the Coban Video Interview Rooms, tourniquets and medical supplies for "Go" bags, Tasers, Patrol/SWAT rifles and ammunition, survivor agility training dummy, defensive tactics mats, radars, dive team equipment, canine equipment, riot gear, digital cameras, and improvements to the police headquarters. The "unaudited" fund balance as of 09/30/2014 is $4,511,918. Historically the Crime Control District Board approves funds for the purchase of onetime items each fiscal year. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to City Policy EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal Finance OMB 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 1,721,213.09 1,721,213.09 Encumbered / Expended Amount 49,598.00 49,598.00 This item 1,323,658.59 1,323,658.59 BALANCE 347,956.50 347,956.50 Fund(s): 9010 Crime Control and Prevention District Fund RECOMMENDATION: Staff recommends approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance Appropriating $1,323,658.59 from the unreserved fund balance in No. 9010 Crime Control District Fund for "one-time" expenditures in the FY 2014-2015 operating budget; and changing the FY 2014-2015 operating budget adopted by Ordinance 030294 by increasing expenditures by $1,323,658.59. WHEREAS on December 17, 2014 the Crime Control and Prevention District Board approved $1,323,658.59 for one time expenditures. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That $1,323,658.59 is appropriated from the unreserved fund balance in the No. 9010 Crime Control District Fund for "one-time" expenditures in the FY 2014-2015 operating budget. SECTION 2. That the FY 2014-2015 Operating Budget, adopted by Ordinance No. 030294, is changed by increasing expenditures by $1,323,658.59. 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas 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 January 13, 2015 Second Reading Ordinance for the City Council Meeting of Februaryl0, 2015 DATE: December 17. 2014 TO: Ronald L. Olson, City Manager THROUGH: Gustavo Gonzalez, P.E. ACM for Public Works and Utilities FROM: William J. Green, P. E. , Interim Director Envronmental and Strategic Initiatives BiIIGecctexas.com 361-826-3598 Stacie Talbert Anaya, Acting Director Parks and Recretion StacieTCa cctexas.com 361-826-3476 Lease Agreement with TCEQ for use of Oakpark and H. J. Williams Parks for Air Monitoring Station CAPTION: An Ordinance authorizing the City Manager, or designee, to execute a five year lease agreement (with the option for one five year renewal) with the Texas Commission on Environmental Quality (TCEQ) for installation and operation of an air quality monitoring station on a 0.113 acre tract of land on Oakpark Park located at 842 Erwin Street, Corpus Christi, TX and a 0.038 acre tract of land on Bayview (H.J. Williams) Park, located at 2518 Dempsey Road, Corpus Christi, TX; providing for severance; and providing for publication. PURPOSE: The City owns the tracks of land described above for park purposes. The purpose of the Agenda item is to obtain authority to execute an agreement with TCEQ to lease the premises for 5 years with one (1) successive five-year renewal for a total of ten (10) years to enable them to install and maintain continuous air monitoring stations. BACKGROUND AND FINDINGS: TCEQ has leased the tracts on both Oakpark and Bayview (H. J. Williams) park for air monitoring purposes since 2004. The current lease expired on September 6, 2014. For and in consideration of the rights and privileges granted in the lease, the Lessee agrees to allow the City full access, via the Lessee's web page, to the monitoring information gathered by the Lessee from the air monitoring stations situated at the Leased Premises during the entire term of the lease. Approval of lease agreements of City land in excess of twelve months requires City Council approval. ALTERNATIVES: 1. Approve lease agreement with renewal 2. Disapprove lease agreement with renewal 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 20, 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 1 NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Parks and Recreation Department Legal Department FINANCIAL IMPACT: Operating L: Revenue Capital X Not applicable Fiscal Year: 2013-2014 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): RECOMMENDATION: Staff recommends approval of the Ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Lease Agreement Location site maps TCEQ Evidence of Financial Responsibility Metes and Bounds Bryan W. Shaw, Ph.D., P.E., Chairman Toby Baker, Commissioner Zak Covar, Commissioner Richard A. Hyde, P.E., Executive Director TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Protecting Texas by Reducing and Preventing Pollution November 19, 2014 Ms. Sharon Bailey Lewis Environmental Programs Specialist City of Corpus Christi Environmental and Strategic Initiatives P. 0. Box 9277 Corpus Christi, Texas 78469-9277 Dear Ms. Lewis: Subject: Corpus Christi Site Agreement RECEIVED Nov 24 ZGT ESI - Water Resources The attached document is the lease agreement between Corpus Christi and the Texas Commission on Environmental Quality. Please date and sign the agreement where indicated and return it to me at your earliest convenience. As agreed, we will accept a soft copy once the proper signatures have been obtained. Please feel free to contact me at phone number 512-239-3613 or at Andreger.TolbertPtceq.texas.gov, if you have any questions or comments. Sincerely, Andreger Tolbert Network Coordinator, Monitoring Division P.O. Box 13087 • Austin, Texas 78711-3087 • 512-239-i000 • tceq.texas.gov How is our customer service? tceq.texas.govf customersurvey 582-14-45217 LEASE BETWEEN THE CITY OF CORPUS CHRISTI AND THE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § This lease is entered into by and between the City of Corpus Christi, a Texas home rule municipal corporation, acting through its duly authorized City Manager, or the City Manager's designee, and the Texas Commission on Environmental Quality, acting through its duly authorized agent, Richard C. Chism, Monitoring Division. Section 1. Definitions. For the purposes of this Lease: Abandoned means that the Leased Premises become vacant or deserted for a continuous period of (30) thirty days. City means the City of Corpus Christi, Nueces County, Texas, a home rule municipal corporation. City Manager means the City's City Manager or the City Manager's designee. City Council means the City Council of the City of Corpus Christi. Department means the City's Park and Recreation Department. Director means the City's Director of Park and Recreation or the Director of Park and Recreation's designee. Lease means this document, including all attachments and exhibits that are incorporated by reference into this document. Leased Premises means that portion of Oakpark Park and Bayview (H.J. Williams) Park found in Exhibits "A" and "B." Lessee means the Texas Commission on Environmental Quality (TCEQ) or assignee. Risk Manager means the City's Director of Risk Management or the Director of Risk Management's designee. Sign means any signs, advertisements, notices, or other lettering that are exhibited, inscribed, painted, erected, or affixed on or about the Premises, or any part of the Premises. 1 582-14-45217 Section 2. Purpose. The purpose of this Lease, between the City and the Lessee, is to enable the Lessee to install and maintain a continuous air monitoring station. Lessee may not operate the Premises for any other purpose without the Director's prior written approval. Section 3. Leased Premises. The Leased Premises are certain real property, generally described as an area of land on Oakpark Park, 842 Erwin Street, Corpus Christi, Texas and on Bayview (H. J. Williams) Park, 2518 Dempsey Rd, Corpus Christi, Texas; and more specifically described on the attached and incorporated Exhibits "A" and "B." Section 4. Use of Leased Premises Subject to Lease. The Lessee's use of the Leased Premises is subject to the terms and conditions in this Lease. This Lease is made in consideration of the mutual promises and covenants contained in this Lease. Section 5. Limitation of Leasehold. The City does not warrant its title to the Leased Premises. This Lease and the rights and privileges granted the Lessee in and to the Leased Premises are subject to all covenants, conditions, restrictions, and exceptions of record or apparent. Nothing contained in this Lease may be construed to imply the conveyance to the Lessee of rights in the Leased Premises that exceed those owned by the City. Section 6. Term. The City leases the Premises, subject to all terms and conditions of this Lease, to the Lessee for a period of five (5) years, unless sooner terminated pursuant to this lease. This Lease begins on the 6ist day after final approval by the City Council. In addition, the City may terminate this lease before the end of the five (5) year term for a change in park use which was approved pursuant to an amendment to the adopted Parks Master Plan. In such event, the City will provide Lessee with at least ninety (90) days notice of termination and the parties will cooperate to locate an alternate site. Section 7. Option to Renew. The Lessee has the option to renew this lease for five (5) years on the same terms and conditions as set out in this lease. The Lessee must exercise this option by giving the City notice at least thirty (30) days prior to the last day of the term of the lease. 5$2-14-45217 Section 8. Abandonment of Leased Premises. If the Lessee abandons the Leased Premises this Lease terminates automatically and the City Manager may take immediate possession of the Leased Premises. Section 9. Cessation of Use. a. If the Lessee for any reason ceases to use the Leased Premises for the purposes specified in Section 2, the Lessee has the right to terminate this Lease by written notice to the City Manager. b. The written notice of termination must be given at least three (3) months prior to the effective date of termination. c. If the cessation of use occurs and continues for one (1) year or longer, and the Lessee does not exercise the right to terminate this Lease, then the City may terminate this Lease by giving the Lessee at least thirty (3o) days' notice prior to the effective termination date. d. During any cessation of use, the Lessee must maintain and regulate the use and occupancy of the Leased Premises at the Lessee's expense as specified in this Lease. Upon termination or expiration of the Lease, the Lessee must remove the improvements from the Leased Premises. Section 10. Surrender. Subject to the holdover provisions in this Lease, the Lessee acknowledges and understands that the City's agreement to lease the Premises to lessee is expressly conditioned on the understanding that the Premises must be surrendered, upon the expiration, termination, or cancellation of this Lease, in as good a condition as received, reasonable use and wear, acts of God, fire and flood damage, or destruction where the Lessee is without fault, excepted. Section 11. Consideration. a. For and in consideration of the rights and privileges granted in this lease, the Lessee agrees to allow the City full access, via the Lessee's web page, to the monitoring information gathered by the Lessee from the air monitoring station situated at the Leased Premises during the entire term of this Lease. b. Lessee has provided a letter of responsibility, attached as Exhibit C to this agreement. 3 582-14-45217 Section 12. Alterations. a. the Lessee may not make any alterations, additions, or improvements to, in, on, or about the Premises, without the prior consent of the Director. b. Prior to making any alterations, additions, or improvements to, in, on, or about the Premises, the Lessee must submit the plans and specifications for the alterations, additions, or improvements to the Director for review. c. If the Director consents to the alterations, additions, or improvements, the Lessee shall obtain all required permits for the construction and the construction is subject to inspection by the Director, City's Building Official, Director of Engineering Services, and their designated representatives. Section 13. Assignment and Subleasing. a. Lessee may not assign or encumber this lease, without the prior written consent of the City Manager. Any assignment or sublease must be approved in advance by the City Manager. b. Upon approval of the assignment, the Lessee may request the City to release the Lessee from any further liability under the Lease. The City will grant the release if the assignee covenants to assume all obligations and duties of the Lessee of this Lease. c. Any attempted assignment or sublet without the prior written consent of the City Manager renders this Lease void. d. An assignment of the Lease under the same terms and conditions is not an amendment of the Lease. e. Each provision, term, covenant, obligation, and condition required to be performed by the Lessee must be binding upon any assignee, and is partial consideration for the City's consent to the assignment. f. Any failure of assignee to strictly comply with each provision, term, covenant, obligation, and condition in this lease may render this Lease null and void. Section 14. Signs. a. The Lessee may not exhibit, inscribe, paint, erect, or affix any Sign at, on, or about the Premises, or any part of this Lease, without the Director's prior written approval. b. The City may require the Lessee to remove, repaint, or repair any Signs allowed. If the Lessee does not remove, repaint, or repair the Signs within ten (10) days of the Director's written demand, the City may do or cause the work to be done, and the Lessee shall pay the City's costs within thirty (30) days of receipt of the Director's invoice. If 4 5$2-14-45217 timely payment is not made, the City may terminate this Lease upon ten (io) days written notice, to Lessee. Alternatively, the City may elect to terminate this Lease after ten (10) days written notice to the Lessee. Section 15. Laws Affecting Operation of Premises and Performance. The Lessee shall comply with all Federal, State, and local laws, ordinances, rules, and regulations applicable to the Lessee's operation of the Premises and the Lessee's performance under this Lease. This Lease is also subject to applicable provisions of the City Charter. Section 16. Nondiscrimination. The Lessee covenants and agrees that the Lessee 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 Premises, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. The City hereby reserves the right to take the action as the United States may direct to enforce this covenant. Section 17. Drug Policy. The Lessee must adopt a Drug Free Workplace and drug testing policy that substantially conforms to the City's policy. Section i8. Violence Policy. The Lessee must adopt a Violence in the Workplace and related hiring policy that substantially conforms to the City's policy. Section 19. Maintenance. The Lessee shall maintain the Leased Premises and all improvements in good and safe condition during the Lease term. Section 20. Furniture, Fixtures, and Equipment. All personal property and trade fixtures furnished by or on behalf of the Lessee remain the property of the Lessee, unless the personal property and trade fixtures are specifically donated to the City during the term of this Lease or any Holdover Period. Section 21. Utilities. The Lessee shall pay for all utilities related to usage of the Premises. Failure to pay any utility bill(s) prior to the due date constitutes grounds for termination of this Lease. 5 582-14-45217 Section 22. City Use. The City retains the right to use or cross the Premises with utility lines and easements. The City may exercise these rights without compensation to the Lessee for damages to the Premises from installing, maintaining, repairing, or removing the utility lines and easements. The City must use reasonable judgment in locating the utility lines and easements to minimize damage to the Premises. Section 23. Default. Any of the following events constitute default under this Lease: (1) Failure to pay utilities before the due date. (2) Failure to perform scheduled maintenance. (3) Abandonment of the Premises. (4) Failure to maintain any insurance coverages required in this lease. (5) Failure to timely pay City's invoice for the removal, repainting, or repair of any Signs at the Premises. (6) Failure to keep, perform, and observe any other promises, covenants and conditions contained in this Lease. Section 24. City's Remedies on Lessee's Default. a. Upon the occurrence of any event of default, the City may, at its option, in addition to any other remedy or right given under this Lease or by law: (1) Give notice to the Lessee that this Lease terminates upon the date specified in the notice, which date will be no earlier than five (5) days after the giving of the notice. (2) Immediately or at any time after the occurrence of the event of default and without notice or demand, or upon the date specified in a notice, if given, or in any notice issued under law, enter upon the Premises or any part of this Premises in the name of the whole and, upon the entry, this Lease terminates. b. In the event of default by the Lessee under Section [26], the City has the option to pursue any one or more of the remedies provided in this lease or afforded the City by law, without further notice or demand and without prejudice to any other remedy: (1) The City may enter into and upon the Premises and retake possession, by legal proceedings or otherwise, expel the Lessee and anyone claiming through or under the Lessee, remove the Lessee's or a claimant's goods and effects, forcibly, if necessary, and store the goods in the name and at the expense of the Lessee. 6 582-14-45217 (2) After retaking possession as set out in paragraph 1 of this section, or upon abandonment of the premises by the Lessee, the City may at the City's option relet the premises or any part of the premises, in the name of the City or otherwise, for a term or terms that may be less than or exceed the period that would otherwise constitute the balance of the term of this lease. The term of such reletting by the City is evidence of the fair rental value of the premises for the balance of the term and the Lessee shall be liable to the City for the amount by which the rent and other charges due under this Lease for the balance of its term exceeds the fair rental value of the premises for that period. Section 25. Modifications. No changes or modifications to this Lease may be made, nor any provisions waived, unless the change or modification is made in writing and signed by persons authorized to sign agreements on behalf of each party. Section 26. Contact Person/Lease Administrator. For this Lease, the City's contact person and lease administrator is the Director. Section 27. Notice. a. All notices, demands, requests, or replies provided for or permitted under this Lease by either party must be in writing and must be delivered by one of the following methods: (i) by personal delivery; (ii) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (iii) by prepaid telegram; (iv) by deposit with an overnight express delivery service, for which service has been prepaid; or (v) by fax transmission. b. Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. 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 the communications must only be made to the following: IF TO CITY: City of Corpus Christi Attn: Director of Parks and Recreation P.O. Box 9277 Corpus Christi, Texas 78469-9277 7 IF TO LESSEE: TCEQ P.O. Box 13087, MC 165 Austin, Texas 78711-3087 582-14-45217 d. Either party may change the address to which notice is sent by using a method set out in subsection c of this section. The Lessee shall notify the City of an address change within ten (10) days after the address is changed. Section 28. Force Majeure. No party to this Lease shall be liable for delays or failures in performance due to any cause beyond their control including, without limitation, any delays or failures in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, riots or interference by civil or military authorities. The delays or failures to perform extend the period of performance until these exigencies have been removed. The Lessee shall inform the City in writing of proof of the force majeure within three (3) business days or otherwise waive this right as a defense. Section 29. Relationship of Parties. This Lease establishes a landlord/tenant relationship, and no other relationship. This Lease must be construed conclusively in favor of that relationship. In performing this Lease, both the City and the Lessee will act in an individual capacity and not as agents, representatives, employees, employers, partners, joint -ventures, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. Section 3o. Not for Benefit of Third Parties. This Lease is only for the benefit of the City and the Lessee, and no third party has any rights or claims under this Lease or against the City. Section 31. Publication Costs. The Lessee shall pay for the cost of publishing the Lease description and related ordinance, as required by the City's Charter, in the legal section of the local newspaper. Section 32. Interpretation. This Lease will be interpreted according to the Texas laws that govern the interpretation of contracts. Venue lies in Nueces County, Texas, where this Lease was entered into and will be performed. Section 33. Survival of Terms. Termination or expiration of this Lease for any reason does not release either party from any liabilities or obligations under this Lease 8 582-14-45217 that (a) the parties have expressly agreed survive any the termination or expiration; (b) remain to be performed; or (c) by their nature would be intended to be applicable following any the termination or expiration of this Lease. Section 34. Captions. The captions utilized in this Lease are for convenience only and do not in any way limit or amplify the terms or provisions of this Lease. Section 35. Severability. a. If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Lease or the application of this Lease to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Lease, or the application of 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 Lease that every section, paragraph, subdivision, clause, provision, phrase, or word of this Lease be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Lease, then the remainder of this Lease is not affected 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 Lease automatically. Section 36. Venue. Venue lies in Nueces County, Texas, where this lease was entered into and will be performed. Section 37. Entirety Clause. This Lease and the attachments and exhibits incorporated into this Lease constitute the entire agreement between the City and the Lessee for the purpose granted. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter of this Lease, unless contained in this Lease are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Lease and its exhibits of the terms, conditions, promises, and covenants relating to Lessee's operations and the Premises to be used in the operations. 9 582-14-45217 Section 38. Binding Lease. It is further mutually understood and agreed that the covenants and agreements contained in the Lease, to be performed by the respective parties, are binding on the parties, and their respective successors and assigns. Section 39. Acknowledgment. Each party expressly agrees that it has independently read and understood this Lease. By the Lessee's execution of this Lease, the Lessee acknowledges and understands that this Lease is not binding on the City until properly authorized by the Council and executed by the City Manager or by his designee. Section 4o. Effective Date. This Lease is effective on EXECUTED IN DUPLICATE, each of which shall be considered an original, on the day of November, 2014. EFFECTIVE DATE 10 582-14-45217 LESSEE: TEXAS COMMISSION ON ENVIRONMENTAL QUALITY By: 22ed---p/a01—:.. Richard C. Chism Monitoring Division STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on November, 2014, by Richard C. Chism, Monitoring Division, on behalf of the Texas Commission on Environmental Quality Notary Public, State of Texas ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Ronald L. Olson City Secretary City Manager APPROVED AS TO LEGAL FORM: This _eJ day of November 2014. Lisa Aguilar Senior City Attorney For City Attorney STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on November, by Richard C. Chism, Monitoring Division, on behalf of the Texas Commission on Environmental Quality. Notary Public, State of Texas 11 582-14-45217 Exhibit A: TCEQ Oak Park Air Monitoring Site TCEQ Oak Parr Monitoring Site 12 Exhibit B: TCEQ Williams Park Air Monitoring Site 582-14-45217 13 EXHIBIT C: Bryan W. Shaw, Ph.D., P.E., Chairman Toby Baker, Commissioner Zak Covar, Commissioner Richard A. Hyde, P.C.. Executive Director TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Protecting Tarns by Reducing and Prct,enting Pollution September 8, 2014 City of Corpus Christi Attn: Director of Parks and Recreation P.O. Box 9277 Corpus Christi, Texas 78469-9277 582-14-45217 Subject: Oak Park and Williams Park Air Monitoring Sites Evidence of Financial Responsibility The Texas Commission on Environmental Quality, as an agency of state government, is financially responsible for its own liability exposures under the Statutes of the State of Texas, including the Texas Tort Claims Act. This body of laws governs the manner in which claims may he pursued against the agency. With this in mind, this letter is offered as evidence of financial responsibility. If a third party claim occurs it should be reported as soon as possible to Ms. Patricia De La Cruz, Ambient Monitoring Section Manager at (512) 239-6816 for investigation and resolution. Should you have any questions concerning the above, please do not hesitate to call Inc at (512) 239-0539. Sincerely, ?i4416. -CL: Richard C. Chism, Director Monitoring Division Texas Commission on Environmental Quality P.O. Box 13087 • Austin, Texas 787n-3087 • 512 -_3g -woo • tceq.tcxas.gov How is our customer service? tceq.texns.gov/rustomersurvey ori Ind on rcerkl n:;wr E12013 —TCEQ Oak Park Air Monitoring Site STATE OF TEXAS COUNTY OF NUECES BEING a tract of land containing 4,924.77 square feet (0.113 acres) or land out of that remaining portion of Lot 5, Woodlawn Block 2, a map of which is recorded is Volume 4, Page 5, Map Records of Nueces County, Texas and also being a part of a tract of land acquired by the City of Corpus Christi, Texas for park purposes per deed recorded in Volume 590, Page 140, Deed Records of Nueces County, Texas. This 4,924.77 square foot tract being more fully described by metes and bounds as follows: Beginning at a I inch iron pipe found on the common boundary of said Lot 5 and of Lot 3, said Woodlawn Block 2, for the south corner of the South 74' x 135' tract out of Lot 5, said Woodlawn Block 2 (Document No.2013047594, Oficial Records of Nueces County, Texas), for a corner of said Woodlawn Park (also known as Westside Park) and for the Point of Beginning of this description; Thence, with the southeast boundary of said South 74' x 135' tract, same being the northwest boundary of said Woodlawn Park and of this tract, North 30°25'00" East, at 73.89 feet (record -74.00 feet) pass a 1 inch iron pipe found for the east comer of said South 74' x 135' tract and for the south corner of West side Street, as opened by the City of Corpus Christi, per Ordinance No. 3722, in all a total distance of 80.49 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the north corner of this tract; Thence, with the northeast boundary of this tract, South 57°48'22" East, a distance of 62.05 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the east corner of this tract; Thence, with the southeast boundary of this tract, South 31°44'00" West, a distance of 80.69 feet to a 1 inch iron pipe found for the east corner of said Lot 3, Woodlawn Block 2, for a corner of said Woodlawn Park and for the south comer of this tract; Thence, with the common boundary of said Lot 3 and of said Woodlawn Park, North 57°35'00" West, distance of 60.20 feet to the Point of Beginning and containing 4,924.77 square feet (0.113 acres) of land. Bearings based on GPS bearings, Texas State Pane Coordinate System NAD83 (1986), Texas South Zone. STATE OF TEXAS COUNTY OF NUECES 1, Russell D. Ochs, a Registered Professional Land Surveyor, hereby certify that the foregoing field notes were prepared by me from a land survey made on the ground under my supervision. This the 24th day of September, 2014 OLJJi.OL Russell D. Ochs, R.P.L.S. State of Texas License No. 5241 K lEnguternngLSurvrOPROJECtSUN•Et2013•W WDLAWN PARK-TCEQ 517E-2014UN-E12013-WDODLAWN PARK-4CEQ 517E -2014 -FN docx 1 rgir 1 cf r SOUTH 74' x 135' OUT OF LOT 5 WOODLAWN BLOCK 2 (VOL 4, PG. 5, MRNCr) OWNER: MANUAL ESTRADA. JR. DOC. NO. 2013047594.ORNCT ERWIN STREET FO 1•I.P ✓ WESTSIDE STREET FD.WOOD 11- F'1p FO i• IP N� ��"POINT OF BEGINNING" N 30'25'00" E 80.49' V -. 15,411 rt 0 O 113 A7 Z S 31.44 00 W 80.69 REMAINDER OF LOT 2 WOODLAWN BLOCK 2 (VOL 4, PG. 5, MRNCT) HEADER CURB REMAINDER OFLOT 5 WOODLAWN BLOCK2 (VOL 4, PG 5, IRNCI) SET SorI R HIM CITY Of CORMS crown raw 2R 0 N Cf] 0' SET 5AP F R. WITH CITY OF CORFrUS CHRISTI CAP CURB i RUTTER WESTSIDE PARK (ALSO KNOWN AS WOODLAWN PARK) OWNER CITY OF CORPUS CHRISTI 0 TCEQ OAK PARK AIR MONITORING SIM MAP TO ACCOMPANY FIELDNOTES FOR A 4,924.77 SQUARE FOOT (0.113 ACM) num Or LAND OUT OF THAT REMAINING PORION OF 1A1' 6, 1r00DIAWN BLOCK 2. k MAP Or WHICH IS RECORDED IN VOLUME 4. PAGE 6, MAP RECORDS Or NUEMS COUNTY. TEXAS AND ALSO BEING A PART Or L suer OF LAND ACQUIRED BY THE CRY OF CORPUS CHRISMI. TEXAS FOR PARK PURPOSES PER DEED RECORDED IN VOLUME 5110. PAGE 140, DUO RECORDS Or NIECES COUNTY, TEXAS WEST 74' X 136 OUT OF LOT WOODLAWN BLOCK 2 (VOL 4, PG. 5, MRNCT) OWNER: PHILIP EIAANUEL DOC. NO. 2007023231. ORNCT REMAINDER OF LOT 5 WOODLAWN BLOCK 2 (VOL 4, PG. 5. MRNCT) BEARINGS SHORN ARE BIASED ON OPS BEARINGS. TOOLS SLOE RAW COORDINATE SYSTEM. t, Z 3 (Iaae). TEXAS SOUllt 30 60 90 CITY of CORPUS CHRIBTI. TEXAS Capital Programs Survey Division J61-826-3551 DP 9/23/2014 Checked 9y ROAN I PECET 1 OF I Drawn 8y .TRS Project E120f3-1417001AIIN R4 7CEQ Srlr--Mr4 1r -1t +w1 +r1PRa.ArrA,W-0.2013-FFVOOLMN P -1 srE-2111ut .w-E7lar3-Mo0014NW PARK-ITZ0 SI E-20144,9 E12013 — Williams Park TCEQ Site STATE OF TEXAS COUNTY OF NUECES BEING a tract of iaad containing 1,661.48 square feet (0.038 acres) of sand out of a 14.0 acre tract described in deed from The Bay View Cemetery Association to the City arCorpus Christi, dated October 28, 1925 and recorded in Volume 156, Page 193, Deed Records of Nueces County, Texas; said 14.0 acre tract also known as Bayview Park and Dr. H.J. Williams Park; This 1,661.48 square foot tract being more fully described by metes and bounds as follows: Commencing at a 5/8 inch iron rod found at the intersection of the southeast boundary of Peabody Street, a 60 foot wide public roadway with the southwest boundary of Dempsey Street, a 50 foot wide public roadway for the north corner of Lot 12, Block 35, Hillcrest, a map of which is recorded in Volume 3, Page 29, Map Records of Nueces County, Texas; Thence, with the northeast boundary of said Lot 12, same being the southwest boundary of said Dempsey Street, South 59°39'46" East, at 130.00 feet pass the east comer (no monumentation found or set) of said Lot 12, and continuing with the easterly extension of said southwest boundary of Dempsey Street, in all total distance of 203.82 feet; Thence, North 29°43'28" East, a distance of 64.10 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the Point or Beginning of this description and for the west comer of this Tract; Thence, with the northwest boundary of this tract, North 29°43'28" East, a distance of 42.49 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the north corner of this tract; Thence, with the northeast boundary of this tract, South 58°13'16" East, a distance of 39.66 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the east comer of this tract; Thence, with the southeast boundary of this tract, South 30° 11'33" West, a distance of 41.70 feet to a drill hole set on a concrete curb for the south corner of this tract; Thence, with the southwest boundary of this tract, North 59°21'47" West, a distance of39.30 feet to the Point of Beginning and containing 1,661.48 square feet (0.038 acres) of land. Bearings based on GPS bearings, Texas State Pane Coordinate System NAD83 (1986), Texas South Zone. STATE OF TEXAS COUNTY OF NUECES 1, Russell D. Ochs, a Registered Professional Land Surveyor, hereby certify that the foregoing field notes were prepared by me from a land survey made on the ground under my supervision. This the 24th day of September, 2014 Russell D. Ochs, R.P.L.S. State of Texas License No. 5241 K Itngineenng1SusveyU'nOEECf5VN•E12013•WILLIAMSPARK-BAYVIEW-TCEQSITE-2OIAUN-E12013-WILLIAMSPARK-BAYVIEW-TCEQ SITE -2014 -FN doci Pagc1of1 3 C.0 r 3 1 S 3 ti A • O44,4°S FY STAFF 1 0 /" h CONE WALK 434?. 4s 4 -n - .I co- .„.t, o•occ? DR. H.J. WILLIAMS PARK Odee--•(BAYVIEW PARK) 0 40 14/ 1��a INLINK CH A FENCE • INLET 44, ASPHALT PARKING AREA CONC. 2� Qac NLET ASPHALT PARKING AREA CONC. NOTE: SEE SHEET 2 OF 2 FOR DIMENSIONS /3p.....sj_ CONC. PAD WITH PICNIC TABLE CURB & GUTTER TCEQ WILLIAMS PARK AIR MONITORING SIT,J MAP TO ACCOMPANY F1ELDNOTEB PDR A 1,081.48 SQUARE ran (0.038 ACRE) TRACT OF LAND OUT OF A 14.0 ACRE TRACT DESCRIDID IN DEED FROM THE SAY VIEW CEMETERY ABSOCIAT1ON TO THE CTTY or CORPUS cmusTI. DATED OCTOBER 28, 1426 AND RECORDED Of VOLUMZ 168, PAGE 103, DEED RECORDS or NURCL9 COUNTY, TWA SAID 14.0 ACRE TRACT ALSO KNOWN AS HAYYIEW PARK AND D. H.J. 11111.241121 PARK. M=I= ME WARMS SNOW ARE BASED ON CPS BEARINGS, TEXAS STATE PLANE COORDINATE SYSTEM, NOM (1988), TEXAS SOUTH ?LAVE 80 i'r`•ri eeZIZI CITY of CORPUS CHRISTI, TEXAS Capital Programs Survey Division 361-826-3531 Dol. 9/24/20UU Dawn Bs .US Chocked By: RO I ON I SI#T l OF 2 Pt•mt J CUmis-IAws 41inzo 101,41}14 x1 MlSiow1 {+a-r►1fu-OLLAIN wrr-rnEr-J ell-[iH1»G$Y6 M - 1KW-Rin 27T-10144.1 3 3 1 SET 5/8" I.R. WITH S"-MY TY OF CORPUS CHRISTI CAP (5), t3 SET 5/8" I.R. WITH 71ITE OF CORPUS HRIS1I CAP "POINT OF BEGINNING SET 5/8" I.R. WITH CITY OF CORPUS CHRISTI CAP ASA NG .q J,9 SET DRILL HOLE TCEQ WILLIAMS PARK AIR MONITORING gas MAP TO ACCOMPANY FIELDNOTES FOR A 1.6111.46 sow= roar 0.036 ACRE) TRACT OF LAND OUT OP A 14.0 ACRE TRACT DESCRIBED RU DEED FROM hE BAY VIEII CEHCTERY ASSOCIATION TO THE CTTY OF CORPUS CHRISTI. DATED OCTOBER N. 10E6 AHD RECORDED IN VOLUME IRS, PAGE 1Q3, DEED RECORDS OF NIECES COUNTY, TEXAS; SAID 14.0 ACRE TRACT ALSO KNOWN AS BAYYIR PARK AND DR. Rel. TTIIl.IA II PARK. c9 oN SOWINGS SHOWN ARE BASED ON CPS BEARINGS, TEXAS STATE PLANE COORDINATE SYSTEM, N4063 (1988), TEXAS SOUTH ZONE 0 10 cv 1zr N t, cJ Q 20 30 MIME CITY of CORPUS CHRISTI, TEXAS Capitol Pragroms Survey Division 351-826-3551 Data: 2/2-1/2O 14 O1vrn By: XS Checked er IRO 1 ON 1 sum 2 OF 1444.4! x C7 13-wiwrt FA44/111410C4r Tao e<+r-eh. 41i43rt+•1.f111dreV sW-n10r7-ruwe 14444-an►eh4-racv 74tr-89141, .4441104a -+141M - IY1 P4 v mr.roPLM AN ORDINANCE AUTHORIZING CITY MANAGER, OR DESIGNEE, TO EXECUTE A FIVE YEAR LEASE AGREEMENT (WITH THE OPTION FOR ONE FIVE YEAR RENEWAL) WITH THE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY (TCEQ) FOR INSTALLATION AND OPERATION OF AN AIR QUALITY MONITORING STATION ON A 0.113 ACRE TRACT OF LAND ON OAKPARK PARK LOCATED AT 842 ERWIN STREET, CORPUS CHRISTI, TX AND A 0.038 ACRE TRACT OF LAND ON BAYVIEW (H. J. WILLIAMS PARK, LOCATED AT 2518 DEMPSEY ROAD, CORPUS CHRISTI, TX; PROVIDING FOR SEVERANCE; AND PROVIDING FOR PUBLICATION. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Manager, or designee, is authorized to execute a five year Lease Agreement ( with the option for one five year renewal with the Texas Commission on Environmental Quality for an air quality monitoring station at the Oakpark Park and H.J. Williams Park. The Lease Agreement is attached as Exhibit A and a copy is on file with the City Secretary. SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision 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, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision of this ordinance be given full force and effect for its purpose. SECTION 3. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. TCEO Oakpark hillcrest Paks Air Monitoring Lease Ordianace 12122014 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED, this the day of ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor AGENDA MEMORANDUM First Reading Item for the City Council Meeting of January 13, 2015 Second Reading Item for the City Council Meeting of January 20, 2015 DATE: TO: Ronald L. Olson, City Manager December 29, 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 City of Corpus Christi Regional Water Supply Strategic Sustainability Plan CAPTION: Ordinance amending the FY 2015 Capital Improvement Program Budget adopted by Ordinance No. 030303 to add Project No. E14001 City of Corpus Christi Regional Water Supply Strategic Sustainability Plan; transferring and appropriating $572,365 from the Unreserved Fund Balance in No. 4041 Raw Water Supply Development Fund to and appropriating in the No. 4080 Water CIP Fund for the City of Corpus Christi Regional Water Supply Strategic Sustainability Plan; and authorizing the City Manager or designee to execute a Professional Services Agreement in the amount of $539,967 with CH2M Hill Engineers, Inc., a Delaware Corporation with a branch office in Corpus Christi, Texas for the City of Corpus Christi Regional Water Supply Strategic Sustainability Plan for technical, public outreach, strategic planning and associated services. PURPOSE: The purpose of this agenda item is to obtain authority to execute the CH2M Hill contract for the City of Corpus Christi Regional Water Supply Strategic Sustainability Plan. BACKGROUND AND FINDINGS: The objective of this project is to develop a City of Corpus Christi Regional Water Supply Sustainability Plan (Plan) that identifies, develops and optimizes the sustainment and implementation of firm safe yield water supply resources in advance of Region water demands. The deliverable of this Plan will be a recommended Business Plan addressing the acquisition delivery of Regional water supply resources in response to City Council Resolution No. 030200 directive. 1. This Plan provides a suite of planning assumptions and decision making criteria, comparison metrics and process tools for on-going and future PLAN implementation sustainability; 2. This Plan provides enhanced screening tools that account for current and future municipal and industrial water demand and supply projections that develop water supply portfolios for future PLAN acquisition by using the current City Water Availability Model; 3. This Plan simulates individual potential water supply acquisitions that increase and diversify water supply reliability with attention given to increase in yield reduction in costs and meet other PLAN decision and governance criteria; and 4. This Plan implements a diverse portfolio of water supply projects (next, best three to five 20,000 AF) water supply acquisition strategies that account for future demands and increased drought resiliency through diversity of source. Portfolio selection also considers yield potential, development schedule, fixed and variable costs, regulatory and permitting requirements, system enhancement opportunities, and project risks and benefits. When complete, the Plan will articulate City strategies for future regional water supply implementation in concert with and in support of the State of Texas Water Plan. Decision Making criteria and guidelines for Policy development will enable the City to make current and future sustainable water resource supply acquisition decisions. CH2M Hill Engineers, Inc. was selected as the A/E Consultant for this project through RFQ No. 2014-01 on May 20, 2014. ALTERNATIVES: 1. Authorize the execution of the engineering contract. 2. Do not authorize the execution of the engineering contract. (Not Recommended) OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: ❑ Ooeratin ❑ Revenue ®Capital ❑ Not applicable Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget $572,365.00 $572,365.00 Encumbered / Expended Amount This Item $539,967.00 $539,967.00 Future Anticipated Expenditures This Project $29,698.00 $29,698.00 BALANCE $0.00 $0.00 Fund(s): Water CIP Comments: This project requires approximately 608 calendar days with anticipated completion in September 2016. The amendment will result in the expenditure of an amount not to exceed $539,967. RECOMMENDATION: City Staff recommends approval of the Ordinance as proposed. LIST OF SUPPORTING DOCUMENTS: Ordinance Project Budget Location Map Contract Presentation Ordinance amending the FY 2015 Capital Improvement Program Budget adopted by Ordinance No. 030303 to add Project No. E14001 City of Corpus Christi Regional Water Supply Strategic Sustainability Plan; transferring and appropriating $572,365 from the Unreserved Fund Balance in No. 4041 Raw Water Supply Development Fund to and appropriating in the No. 4080 Water CIP Fund for the City of Corpus Christi Regional Water Supply Strategic Sustainability Plan; and authorizing the City Manager or designee to execute a Professional Services Agreement in the amount of $539,967 with CH2M Hill Engineers, Inc., a Delaware Corporation with a branch office in Corpus Christi, Texas for the City of Corpus Christi Regional Water Supply Strategic Sustainability Plan for technical, public outreach, strategic planning and associated services. 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 add the City of Corpus Christi Regional Water Supply Strategic Sustainability Plan Project No. E14001 to the Water Capital Improvement Program Budget. SECTION 2. An amount of $572,365 from the Unreserved Fund Balance in No. 4041 Raw Water Supply Development Fund is appropriated and transferred and appropriating into the No. 4080 Water CIP Fund for the Corpus Christi Regional Water Supply Strategic Sustainability Plan. SECTION 3. The FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 is changed to increase revenues and expenditures in the amount of $572,365. SECTION 4. The City Manager, or designee, is authorized to execute an engineering contract in the amount of $539,967 with CH2M Hill Engineers, Inc. a Delaware Corporation with a branch Office in Corpus Christi for technical, public outreach, strategic planning and associated services as part of the City of Corpus Christi Regional Water Supply Strategic Sustainability Plan. 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED on this the day of , 2015. ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor PROJECT BUDGET CITY OF CORPUS CHRISTI REGIONAL WATER SUPPLY STRATEGIC SUSTAINABILITY PLAN FUNDS AVAILABLE: Raw Water Supply Development Fund $572,365 FUNDS REQUIRED: Engineer Fees: Engineer (CH2M Hill Engineers, Inc.) $539,967 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance) $13,499 Engineering Services (Project Mgmt) $16,199 Misc $2,700 TOTAL $572,365 PROJECT BUDGET BALANCE $0 Note: City -Wide Project PROJECT # E14001 LOCATION MAP NOT TO SCALE City of Corpus Christi Regional Water Supply Strategic Sustainability Plan CITY COUNCIL EXHIBIT 040,4 CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS 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 CH2M Hill Engineers, Inc., a Delaware corporation, 9193 South Jamaica Street, Suite 400, Englewood, Colorado, 80112 (Architect/Engineer — A/E), hereby agree as follows: 1. SCOPE OF PROJECT City of Corpus Christi Regional Water Supply Strategic Sustainability Plan (Project No. E14001) - The scope of this project includes technical services, public outreach, strategic planning and associated services as more fully described in Exhibit "A." 2. SCOPE OF SERVICES The A/E hereby agrees, at its own expense, to perform services necessary to prepare technical evaluations, analytic tools, summary documents and associated services. 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 performed with the standard of care applicable to A/E's services using the degree of skill and diligence normally employed by professional engineers or consultants performing the same or similar services at the time A/E's services are performed. A/E will promptly re -perform any services not meeting this standard without additional compensation. 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 for Basic Services 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. A/E shall notify the City of Corpus Christi within three (3) days of notice if tasks requested requires an additional fee. Page 1 of 4 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 total fee not to exceed $539.967.00 (Five Hundred Thirty -Nine Thousand Nine Hundred Sixty -Seven Dollars and Zero Cents). 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 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 City waived this policy for Project Number E14001 and all work performed pursuant to this contract. 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 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. Page 2 of 4 10. STANDARD OF CARE The standard of care applicable to A/E's services will be the degree of skill and diligence normally employed by professional engineers or consultants performing the same or similar services at the time A/E's services are performed. A/E will promptly re- perform any services not meeting this standard without additional compensation. 11. NO THIRD PARTY BENEFICIARIES This Contract gives no rights or benefits to anyone other than City and NE and has no third party beneficiaries. 12 . FORCE MAJEURE Force Majeure is defined as an extraordinary event beyond the control of the parties, such as a war, riot or act of God that prevents one or both parties from fulfilling their obligations under the contract. If performance of the services is affected by force majeure, project schedule may be adjusted upon written agreement of the parties. 13. 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 C H 2 M HILL ENGINEE S, INC. /2121 2911/Director Capital Programs Date Edward M. Motley, P.E. at Vice President 12750 Merit Drive, Suite 1100 Dallas, Texas 75251 RECOMMENDED (972) 663-2237 Office Operating Department Date APPROVED AS TO LEGAL FORM Assistant City Attorney Date for City Attorney Page 3 of 4 APPROVED Office of Management and Budget ATTEST Date Rebecca Huerta, City Secretary Project No.E14001 Accounting Unit: 4080-072 Account: 550950 Activity: E14001014080EXP Account Category: 50950 Fund Name: Water CIP Page 4 of 4 DECEMBER 2, 2014 City of Corpus Christi Regional Water Supply Strategic Sustainability Plan Project Number: E14001 Project Background, Purpose and Objectives Water Supply Strategic Plan Objective: On June 17, 2014, the City Council of the City of Corpus Christi passed Resolution No. 030200 with a stated objective: "That the Water Management Plan 2015-2050 will continually integrate water management strategies of surface, reuse, conservation, aquifer storage, and desalination to sustain the economic prosperity of the Coastal Bend Region." By resolution, City Council directed completion of the Water Supply Strategic Plan (PLAN) along with addition of new, diversified water supplies in 20,000 acre-foot increments every 5 to 10 years (with the exception of desalination supply). Objective Criteria: • The PLAN is reliable - Regional water supply availability always exceeds demand. • The PLAN is diverse — Regional water supply planning portfolio includes surface, reuse, groundwater, conservation, aquifer storage and recovery, desalination and inter/intra-regional strategies. • The PLAN is responsible —Water supply alert mechanism by reliability index is established to direct the City's water business at 5 year increments. • The PLAN is feasible — Future Regional water supply acquisitions are fiscally achievable and stable. • The PLAN is equitable — Water supply rates advance Regional equity and parity to current and future customers. • The PLAN is consistent — Regional water supply acquisition policies and decision criteria provide ongoing, sustainable future decision metrics beyond 2050. • The PLAN is understood — Regional water supply acquisition communication promotes regional understanding and endorsement. Water Supply Strategic Plan Purpose: CH2M HILL Engineers, Inc. (Consultant) shall develop a Water Supply Strategic Plan (PLAN) for the City of Corpus Christi (City). The deliverable will be a recommended Business Plan that identifies and develops acquisition and implementation strategies for the delivery of Regional water supply resources in response to City Council Resolution No. 030200 directive. • The Business Plan provides a suite of planning assumptions and decision-making criteria, comparison metrics and process tools for on-going and future PLAN implementation sustainability; • The Business Plan, using the current City Water Availability Model, provides enhanced screening tools that account for current and future municipal and industrial water demand and supply projections that develop water supply portfolios for future PLAN acquisition; • The Business Plan evaluates individual potential water supply projects or acquisitions that increase and diversify water supply reliability with priority given to those projects that increase yield, are cost-effective and meet other PLAN decision and governance criteria; Exhibit "A" Page 1 of 11 DECEMBER 2, 2014 • The Business Plan provides guidance on policies and actions to implement a diverse portfolio of water supply projects (the selected three to five 20,000 AF projects) and water supply acquisition strategies that account for future demands and increased drought resiliency through diversity of sources. Portfolio selection also considers yield potential, development schedule, fixed and variable costs, regulatory and permitting requirements, system enhancement opportunities, and project risks and benefits; and, • The Business Plan (Draft) will be completed per Section 11, Schedule. BASIC SERVICES 1. Project Orientation 2. Water Demand, Supply and Reliability Index 3. Water Supply Acquisition Selection Criteria and Project Portfolios 4. Economic Policies for Rate Model Criteria 5. Governance Policy and Criteria 6. Draft Plan Outreach 7. Draft Plan Presentation to City Council 8. Final Plan & City Council Adoption ADDITIONAL SERVICES 1. Communication & Outreach 2. Project Meetings 3. Staff Training I. SCOPE OF SERIVCES A. BASIC SERVICES 1. Project Orientation A. Task 1 Purpose The purpose of Task 1 is to charter the water supply sustainability team that develops the vision which will define success and strategic "must do" imperatives for the City as the Regional water provider. For example, City project expectations anticipate the development of the water supply reliability evaluation index, recommendations for the next three (3) to five (5) twenty thousand acre-foot (20,000 AF) water supply acquisition projects; and establishment of policy guidance for consistent fiscal, governance, screening, procurement methodology, communications, feasibility and reliability PLAN criteria. The Consultant will: • Facilitate an Orientation/ Chartering Workshop attended by City staff and the Consultant team (water supply sustainability team). During the workshop, the team will develop an integrated set of PLAN assumptions and definitions that will govern the development of respective project tasks, define project team roles and responsibilities, and establish project communication protocols. • Work with the City to organize and facilitate a Regional Wholesale and Industrial Customer Workshop intended to develop a "consensus, collaborative understanding" of the Regional vision. Exhibit "A" Page 2 of 11 DECEMBER 2, 2014 • Prepare a Project Execution Manual for this project during Task 1. B. Task 1 Deliverables • Workshop agenda, materials and meeting minutes (2 workshops) • Orientation Charter Workshop • Regional Wholesale and Industrial Customer Workshop • Project execution manual in Technical Memorandum format (Electronic copy). 2. Water Demand, Supply and Reliability Index The purpose of Task 2 is to determine the decision timeframe for the next Regional water supply acquisition. A. City's existing water supply status and data collection The purpose of this task is to obtain publicly available data, reports and reference materials to establish a municipal and industrial water demand baseline. The Consultant will: • Identify and request existing City data, reports, plans, water availability models, rate models and similar materials. • Review City's existing GIS, operating data and water supply model, and extract necessary information for water demand baseline. B. Determination of water demand The purpose of this task is to develop water demand projection model that calculates current and project short-term (5-10 year), mid-term (20-30 year) and long term (40- 50 year) water demands based on the City's and its Regional customers water use profile. The Consultant will: • Review and assess existing Corpus Christi model assumptions for population changes and industrial requirements. Assessment should consider, at a minimum, the impact of Eagle Ford Shale on the Corpus Christi Regional water demands In combination with projected population variation and market economy for the Region, these water demands may include the following aspects: o Residential water demand; o Industrial (commercial) water demand; o Wholesale water distribution demand (Kingsville, San Patricio District, Nueces County area, etc.); and, o City's conservation goals and Regional conservation response. • Prepare recommended water demand projection analytical model revision(s) where appropriate along with method for implementation and use. It is envisioned that the demand projection model will be integrated with the screening tool developed in a subsequent task. • Prepare three future water demand scenarios. C. Determination of water supply requirements The purpose of this task is to determine regional current, short-term (5-10 year), mid- term (20-30 year) and long term (40-50 year) water supply requirements (i.e., Exhibit "A" Page 3 of 11 DECEMBER 2, 2014 projected water demands greater than existing supplies available during the planning timeframes). The Consultant will: • Evaluate the City's existing supplies to estimate water supply availability during the planning timeframe o Consultant will utilize existing information and will not perform any water availability modeling to determine the yield of existing sources. Any water availability modeling efforts required will be included in the additional services. • Develop an analytic tool (model) that will integrate results of the existing water supply availability analysis and the demand projections developed in the previous sub -task. o It is envisioned that the model will be developed using a commercial software platform such as Microsoft Excel, ExtendSim or similar commercially available software as determined in conjunction with the City o The model will provide tabular and graphic information indicating when future regional supplies are needed to outpace projected regional water demand. o The model will be developed to incorporate the results of the water supply project evaluations prepared in Task 3 and have the capability for adding additional potential water supplies evaluated by the City in the future. D. Development of Water Supply Reliability Index (RI) The purpose of this task is to create a Reliability Index that provides quantitative and qualitative basis for determining when to initiate the next water supply acquisition. The RI will incorporate demand projections and results of the of the water supply analysis from previous tasks. The Consultant will: • Develop a Water Supply Reliability Index as part of the model developed in Task C that can be used to characterize the City's Regional water supply compared with current demand and/or water demand projection scenarios. RI should have the following characteristics: o Can be quantitatively measured and qualitatively described; o Can serve as a qualifying parameter for determining the Region's priority water supply acquisition decisions; and o Can be updated with other potential or actual water supplies to assess the reliability of water supply portfolio(s). E. Task 2 Deliverables • Water supply model that includes water demand projections (from Subtask B) and existing water supply sources yields during the planning period (from Subtask C) • Water Supply Reliability Index 3. Water Supply Acquisition Selection Criteria and Project Portfolios Exhibit "A" Page 4 of 11 DECEMBER 2, 2014 A. Task 3 Purpose The purpose of Task 3 is to develop selection criteria, and an acquisition screening tool (integrated portfolio model) that can be used to evaluate multiple water supply acquisition strategies as an integrated water supply portfolio. The screening tool (integrated portfolio model) will test supply drivers such as variable demand conditions/ projections, variable hydrologic conditions, variable cost considerations and risk of reliability. The integrated portfolio model will provide the decision assessment platform in determining which would be the preferred three (3) to five (5) 20,000 AF water supply strategies for the region. Potential supply strategies could, for example, include seawater/brackish ground water industrial and potable projects in San Patricio and Nueces County respectively; effluent re -use for industry; and, effluent re -use delivery, storage and treatment for potable consumption. A secondary objective of Task 3 is to provide the City with the integrated planning toolset, in conjunction with other PLAN policy and criteria to enable the City to re- assess and update the PLAN for the Region. It is anticipated that future collaborative response will consider Regional and State partnerships, regulatory initiatives and emerging technology. The Consultant will: 1) Expand the analytic tool developed during previous tasks to incorporate selection criteria developed in conjunction with the City and provide a screening tool (integrated portfolio model). 2) Identify and analyze six potential Coastal Bend Regional water supply project strategies. The Consultant will develop schematic project layout, estimate available yield, preliminary treatment requirements, Class 5 cost estimates using TWDB Regional Water Supply costing approach and tool (capital and operating costs), identify possible environmental considerations, permitting requirements and potential risks, system integration considerations, and project schedule with possible phasing opportunities. Six potential water supply projects will be evaluated which are anticipated to include a -f below. Other potential supplies may be evaluated in Additional Services Task 4 if requested by the city. a. Effluent Reuse b. Groundwater c. Industrial Desalination d. Municipal Desalination e. Aquifer Storage and Recovery f. Inter -Regional Off -Channel Reservoir 3) Define, analyze and recommend 3 (three) water supply portfolios incorporating existing supplies and potential supplies evaluated in this task to be executed over the next 50 years (the planning period). Using the results of the project evaluations described previously, each water supply portfolio will be characterized by: • Major project delivery parameters (e.g., land required for project, project components, water production (yield), estimated energy consumption Exhibit "A" Page 5 of 11 DECEMBER 2, 2014 and operating costs, procurement schedule, project investment (capital cost), technologies required, permitting issues, environmental issues, conveyance, associated with each water supply project; and • Project engineering and financial analyses including financing strategy options. 4) Adjust Reliability Index evaluation criteria, if applicable. 5) Produce a brief (20-30 page) integrated PLAN implementation guideline and playbook for the regional water supply acquisition (Draft Business Plan) that will address results of the technical evaluation, portfolio development, the economic and governance/policy recommendations from subsequent task and a framework for future public outreach. (A detailed future public Outreach Plan may be prepared if authorized as an Additional Service.) B. Task 3 Deliverables • Monthly Project Team Telephone Progress Review Conferences • Agenda, presentation and meeting minutes (2 meetings/workshops) • 3 sub -Task Technical Memorandums — Selection Criteria and Screening Tool (Integrated Supply Portfolio Model); Supply Evaluation; Water Supply Portfolio (Electronic Copy) • Draft and Final Business Plan including a framework for future outreach • Draft Business Plan (Integrated PLAN Implementation Guidelines) Workshops (60% and Final) • Integrated Portfolio Model (includes demand projection model, existing, and proposed water supply evaluation results, and screening criteria) delivered in electronic format. Final model will be developed at the end of the project. 4. Economic Policies for Rate Model Criteria A. Task 4 Purpose The purpose of Task 4 is to establish transparent, equitable, consistent water supply rate policies that provide the governing criteria that will be used in the development of a revised water utility rate structure algorithm. Consultant recommendation should address cost allocation to a diverse Regional customer class based upon the implementation of current and future water supply strategies that consider full cost recovery and equity. The Consultant will: • Participate with select City staff (Water Resources, Utilities, Finance, Legal, MIS, Risk Management, Capital Programs) in a series of three (3) working meetings to craft the Rate Model Policies and Criteria. Note: Consultant team members will include those with expertise in utility rate development, economics, legal, risk management, project delivery and information management o Meeting 1 will focus on current review of the rate structure and identification of City objectives and rate model policy revision considerations. o Meeting 2 will review a venue of possible policy and criteria considerations to determine a recommend choice of options. Exhibit "A" Page 6 of 11 DECEMBER 2, 2014 o Meeting 3 will review the Technical Memorandum (Draft) deliverable of recommended policy and criteria. • Prepare draft and final technical memoranda summarizing water supply rate model policies and criteria options and recommendations B. Task 4 Deliverables • Meeting agenda, materials and meeting minutes for 3 meetings • Economic/Rate Model Policy Meetings (3 each via web access) • Recommendation on supply acquisition cost allocation to Regional customer base • Economic Policy and Rate Criteria Technical Memorandum (Electronic copy) 5. Governance Policy and Criteria A. Task 5 Purpose The Purpose of Task 5 is to establish Governance Policy and Criteria for Regional Water Supply Planning and Acquisition. Economic incentives, water supply contracts, system equity for new and existing clients, new inter and intra- regional partnerships and delivery acquisition policy are but a few of the PLAN response considerations. The Consultant will: • Participate with select City staff (Water Resources, Utilities, Finance, Legal, MIS, Risk Management, Capital Programs) in a series of three (3) working meetings to craft the Governance Policy and Criteria for Regional water supply planning and acquisition. Note: Consultant team members with expertise in water policy development, water law, risk management, project delivery and information management will participate in the meetings. • Meeting 1 will focus on the identification of City governance objectives and policy opportunities. • Meeting 2 will review a venue of possible policy and criteria considerations to determine a recommend choice of options. • Meeting 3 will review the Technical Memorandum (Draft) deliverable of recommended policy and criteria. • Prepare draft and final technical memoranda on governance policy and criteria B. Task 5 Deliverables • Meeting agenda, materials and meeting minutes for 3 meetings • Governance Policy Meetings (3 each via web access) • Governance Policy Criteria Technical Memorandum (Electronic copy) 6. Draft Plan Outreach A. Task 6 Purpose The purpose of Task 6 is to present and explain the interim PLAN to Regional and inter -regional key stakeholders. Presentations to anticipated stakeholders may include the City of Corpus Christi Planning Commission, the City of Corpus Christi Water Resource Advisory Committee, Port Industries of Corpus Christi, San Patricio Water Municipal District, Regional Wholesale Water Customers, Exhibit "A" Page 7 of 11 DECEMBER 2, 2014 Region N Board Members, Nueces River Authority, Coastal Bend Bays and Estuaries Program, Coastal Bend Bays Foundation, the Mayor's Blue Ribbon Task Force, Texas A&M University- Corpus Christi, Texas A&M University — Kingsville, County Commissioners Court, Guadalupe Blanco River Authority, Lower Colorado River Authority, Lavaca-Navidad River Authority, State and Federal elected representatives, and other community business and civic organizations. The Consultant will: • Prepare the presentation; • Coordinate scheduling and meetings logistics with City staff; however, room rental fees, meeting notice publication fees and related meeting costs are not included in this estimate. If required, these expenses can be provided as additional services. • Participate in 8 key stakeholder meetings; and • Summarize the results of the stakeholder meetings. B. Task 6 Deliverables • Power Point presentation, outreach handouts and meeting notes • Outreach Presentation Meetings (10 Presentations) • Draft Plan Outreach Technical Memorandum summarizing the feedback from the outreach meetings (Electronic copy) 7. Draft Plan Presentation to City Council A. Task 7 Purpose The purpose of Task 7 is to present to the City Council the Draft PLAN during an Information Workshop and secure direction and guidance as appropriate. City Staff will prepare a Resolution to secure Council stated direction at a subsequent meeting. The consultant will: • Support staff by preparing a Power Point presentation; • Prepare notes from the presentation and City Council discussion; and • Prepare revisions to the Draft PLAN as may be appropriate B. Task 7 Deliverables • Presentation Material and handouts (2 Council Meetings). • Meeting notes and observations from Council direction. • Preparation of PLAN revisions required and proposed Resolution language. 8. Final Plan & City Council Adoption A. Task 8 Purpose The purpose of Task 8 is to present to the City Council the PLAN during for Council adoption and receive direction and guidance as appropriate. City Staff will prepare Ordinance language to secure formal Council PLAN adoption. The Consultant will: • Prepare the Final PLAN; and Exhibit "A" Page 8 of 11 DECEMBER 2, 2014 • Prepare a Power Point presentation and summary handouts for 2 City Council meetings. B. Task 8 Deliverables • Final PLAN revision(s) • Presentation Material and handouts (2 Council Meetings). • Meeting notes and observations from Council Ordinance (1sT reading) direction. • Ten (10) printed copies and 1 electronic copy of Adopted PLAN. 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 Director of Capital Programs. Consultant may not begin work on any of services under this section without specific written authorization by the Director of Capital Programs. Fees for Additional Services are a time and materials budgeted allowance for potential services to be provided and will be negotiated separately by the Director of Capital Programs as required. The Consultant shall, with written authorization by the Director of Capital Programs perform the following tasks: 1. Additional Service Task 1- Communication and Outreach The purpose of Additional Service Task 1 is to meet with regional stakeholders and explain the adopted City PLAN in public forum. 2. Additional Service Task 2 — Project Meetings The purpose of Additional Service Task 2 is to provide allowance for additional project team meetings as needed. 3. Additional Service Task 3 — Staff Training The purpose of Additional Service Task 3 is to provide Staff Training, as needed, on Project Implementation integration with the Water Supply Portfolio Model. Exhibit "A" Page 9 of 11 DECEMBER 2, 2014 11. SCHEDULE Task Number Activity Duration Basic Services Notice to Proceed Jan 2015 1 Project Orientation 2 Months: (Feb — Mar 2015) 2 Water Demand, Supply & Reliability Index 6 Months: (Apr — Sep 2015) 3 Water Supply Acquisition Selection Criteria and Project Portfolios 6 Months: (Jun — Nov 2015) 4 Economic Policies for Rate Model Criteria 5 Months: (May — Sep 2015) 5 Governance Policy and Criteria 4 Months: (Jul — Oct 2015) 6 Draft Plan Outreach 5 Months: (Nov 2015— Mar 2016) 7 Draft Plan Presentation to City Council 2 Months: (Apr — May 2016) 8 Final Plan and City Council Adoption 3 Months: (Jun — Sep 2016) Exhibit "A" Page 10 of 11 DECEMBER 2, 2014 111 FEES A. Fee for Basic Services. The City will pay the Consultant a fixed fee for providing for all "Basic Services" authorized as per the table below. The fees for Basic Services will be a fixed fee for those services identified and will be full and total compensation for all services outlined in Section I.A 1-8 "Basic Services", and for all expenses incurred in performing these services. The fee for this project is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. Consultant will submit monthly statements for services rendered. The statement will be based upon Consultant's estimate (and with City's concurrence) of the proportion of the total services actually completed at the time of billing. City will make Net 30 days monthly payments in response to Consultant's monthly statements. B. Fee for Additional Services. For services authorized by the Director of Engineering Services under Section I.B "Additional Services," the City will pay Consultant a not -to -exceed fee as per the table below: Summary of Fees Basic Services Fees 1) Project Orientation $54,136 2) Water Demand, Supply and Reliability Index $86,458 3) Water Supply Acquisition Selection Criteria and Project Portfolios $183,169 4) Economic Policies for Rate Model Criteria $31,732 5) Governance Policy and Criteria $36,797 6) Draft Plan Outreach $51,603 7) Draft Plan Presentation to City Council $11,229 8) Final Plan & City Council Adoption $19,843 Subtotal Basic Services Fees $474,967 Additional Services Fees (Allowance — Not Authorized) 1. Communication and Outreach $40,000 2. Project meetings $15,000 3. Staff Training $10,000 Sub -Total Additional Services Fees Authorized $ 65,000 Total Authorized Fee $539,967 Exhibit "A" Page 11 of 11 EXHIBIT "B" INSURANCE REQUIREMENTS CITY OF CORPUS CHRISTI REGIONAL WATER SUPPLY STRATEGIC SUSTAINABILITY PLAN (REVISED NOVEMBER 17 2014) 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. K:\Engineering DataExchange\JENNIFER\FORMS\Exhibit B for Large - Insurance & Indemnification.docx Exhibit "B" Page 1 of 4 TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day Notice of Cancellation required for non- rene 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. 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 K:\Engineering DataExchange\JENNIFER\FORMS\Exhibit B for Large - Insurance & Indemnification.docx Exhibit "B" Page 2 of 4 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 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. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. K:\Engineering DataExchange\JENNIFER\FORMS\Exhibit B for Large - Insurance & Indemnification.docx Exhibit "B" Page 3 of 4 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. K:\Engineering DataExchange\JENNIFER\FORMS\Exhibit B for Large - Insurance & Indemnification.docx Exhibit "B" Page 4 of 4 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal BasicSeNices Additional Services: Permitting Warranty Phase Inspection Platting Survey O&MManuals SCADA Subtotal Additional SeNices Summary of Fees BasicSeNices Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date: sample fonn for: Payment Request Revised 07127/00 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 0 250 780 0 0 0 0% 2,500 0 1,000 3,600 0 0 0 0% $6,000 $1,000 $1,250 $8,280 $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 $8.260 $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% SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION t r.rrrR+ City of 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 Filing Requirements, Certifications and definitions. COMPANY NAME: CH2M Hill Engineers, Inc. P. O. BOX: STREET ADDRESS: 555 N. Carancahua, Ste. 310CITY: Corpus Christi, Texas ZIP: FIRM IS: 1. Corporation 2. Partnership ❑ 3. Sole Owner 4. Association 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 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 None 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 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 78401 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 reSuested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: ' Edward M. Motley, P.E. Title: (Type or Print) Signature of Certifyingi(skaPii �� Date: Person: Vice President DEFINITIONS f).12 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 Hill 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. Corpus Chr°sti Capital Programs City of Corpus Christi Regional Water Supply Strategic Sustainability Plan Council Presentation January 13, 2015 Project Scope c.,&4 Corpus Chr sti Capital Programs Nueces Bay City -Wide Project PROJECT #: E14001 Project Schedule Corpus Chr sti Capital Programs 2015 2016 Fe b Mar Apr May Jun Jul Aug Sep Oct Nov Dec Ja n Feb Mar Apr May Jun Jul Aug Sep Contract Services Project Estimate: 608 Calendar Days N 20 Months Projected Schedule reflects City Council award in January 2015 with anticipated completion in September 2016. TOTAL FUNDS REQUIRED: Engineer Fees: Raw Water Supply Development Fund Engineer (CH2M Hill Engineers, Inc.). Reimbursements. FUNDS AVAILABLE: Project Budget c.,&4 Corpus Chr sti Capital Programs PROJECT BUDGET BALANCE $572,365 $539,967 $32,398 $572,365 $0 AGENDA MEMORANDUM First Reading for the City Council Meeting of January 13, 2015 Second Reading for the City Council Meeting of January 20, 2015 DATE: November 11, 2014 TO: Ronald L. Olson, City Manager FROM: Michael Armstrong, Chief Information Officer MichaelAR@cctexas.com (361) 826-3740 Dan Grimsbo, Director, Development Services DanG@cctexas.com (361) 826-3595 First Reading Ordinance — Purchase of electronic plan review solution from Bentley Systems, Inc. CAPTION: Ordinance appropriating $236,104 from the Unreserved Fund Balance in the Development Services Fund No. 4670 for the purchase of Bentley electronic plan review software; changing the FY 2014-2015 Budget adopted by Ordinance No. 030294 to increase expenditures by $236,104; authorizing the City Manager, or designee , to execute contract with Bentley for electronic plan software, with the total amount of the fixed price agreement of $286,104; authorizing the City Manager, or designee, to execute amendment to Master Contract with Bentley Systems, Inc. for implementation of an electronic plan review solution. PURPOSE: To provide and implement electronic plan software in Development Services that is compatible with and integrated with the Infor CDR (Community Development Regulation) software currently being implemented by the City. The integration of this software must begin soon to ensure implementation occurs in a timely manner and is coordinated with the Infor CDR implementation. The software currently used by the department will be eliminated after the implementation process. BACKGROUND AND FINDINGS: SunGuard (formerly HTE), the existing, stand-alone software that the City is currently using to process and schedule Development Services' permitting, licensing, building inspections, and code enforcement was purchased and implemented in 2002 and included electronic submission capabilities. The City is in the process of replacing the SunGuard product with Infor CDR. Infor CDR does not include the electronic plan review capability that is needed by the City. The purchase of Bentley electronic plan review software will allow Capital Programs, Utilities and Street Department to complete on-line plan submission, plan review and mark-up for both Building Permitting and Land Development activities. ALTERNATIVES: Denial or alteration of the proposed purchase of Bentley electronic plan review software, services, and support. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. Bentley is listed on the GSA Schedule and the City has an existing SELECT Program Agreement with Bentley Systems, Inc. (CLA No. 14576635) for software utilized in Utilities. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Municipal Information Systems Department Development Services Department Finance & Purchasing 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 $286,104 $ $286,104 Encumbered / Expended Amount This item $286,104 $ $286,104 BALANCE Fund: Development Services Fund, Water and Wastewater Utilities Funds Comments: RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Bentley Systems, Inc. Proposal Ordinance appropriating $236,104 from the Unreserved Fund Balance in the Development Services Fund No. 4670 for the purchase of Bentley electronic plan review software; changing the FY 2014-2015 Budget adopted by Ordinance No. 030294 to increase expenditures by $236,104; authorizing the City Manager, or designee, to execute contract with Bentley for electronic plan software, with the total amount of the fixed price agreement of $286,104; authorizing the City Manager, or designee, to execute amendment to Master Contract with Bentley Systems, Inc. for implementation of an electronic plan review solution. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That $236,104 is appropriated from the Unreserved Fund Balance in the Development Services Fund No. 4670 for the purchase of the Bentley electronic plan review solution. Section 2. That the FY 2013-2014 Operating Budget adopted by Ordinance No. 030294 is changed to increase expenditures by $236,104. Section 3. That the City Manager or designee is authorized to execute an agreement with Bentley Systems, Inc., to purchase software and services to implement an electronic plan review solution in accordance with the terms and conditions of the SELECT Program Agreement between Bentley and the City (CLA No. 14576635). And, in accordance with the provisions set forth on the signature page of the SELECT Program Agreement, to approve new SELECT Program Agreement which shall otherwise supplement the existing SELECT Program Agreement, and shall be effective thirty (30) days after delivery to the City. 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 Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor n Bentley BENTLEY SYSTEMS, INCORPORATED SELECT PROGRAM AGREEMENT Bentley SELECT NORTH AMERICA 2L Bentley SELECT Agreement CLA Number )1115q (0(�}5 Ihis SELECT Program Agreement (together with all exhibits and attachments hereto as in effect from time to tune, the "Agreement") is made as of the. Effective Date by and between Bentley Systems, Incorporated, a Delaware corporation with its principal office and place of business at 68) Stockton Drive, Exton, Pennsylvania 19341; and the subscriber identified below ("Subscriber") All references herein to "Bentley" include Bentley Systems, Incorporated and its direct and indirect subsidiaries Subscriber desires to enter into this Agreement to subscribe to the Bentley SELEC T® Program ( SELECT Program') to acquire licensing privileges and services offered from time to time under the SELECT' Program, all as more fully described in the lettered exhibits attached hereto Subscriber, upon signing this Agreement; is bound by the terms of this Agreement and Exhibits A and B .hereto Subscriber shall be bound by any amended or supplemental exhibit provided by Bentley upon Subscriber's license ot purchase of products of services to which such amended or supplemental: exhibits apply. The lettered exhibits attached to this. Agreement are incorporated herein and made a part ot this Agreement, assuch exhibits may be updated; amended and supplemented with : additional : exhibits from time to time upon Chitty (30) days after delivery through electronic or other' means to the Subscriber; provided, that: as to particu lar products and services licensed or Purchased hereunder', Subscriber shall be bound by the form of the exhibits m effect at the time the products or services are licensed 01 provided. Upon any renewal of this Agreement, the updated, amended or supplemented exhibits m effect at the time of such renewal, if any, shall be applicable to all licensing privileges and services under the SET EC1 Program provided from and after the date of such renewal, Notwithstanding the foregoing, unless Bentley and Subscriber agree otherwise by a writing duly executed by authorized representatives of the parties, no amendment or supplement to the exhibits to this Agreement after any perpetual license: purchase shall limit or impair the rights of Subscriber under the perpetual license teams and conditions m effect at the time such license is acquired, For definitions of the capitalized terms used in this Agreement and the Exhibits hereto, see Section 1 of the General 'Ter ms and Conditions included as Exhibit' B„ The term of this Agreement is set forth in the General 'Terms and Conditions under` the caption "Term; Termination .."The terms of all Product licenses acquired hereunder shall be as set forth in Section 5 of Exhibit A to this Agreement and all Product licenses .hereunder are subject to the termination provisions applicable to such licenses in Section 5 of Exhibit A to this Agreement and in the General Teams and Conditions. Subscribers may not use the licenses, services and other benefits provided under this Agreement for purposes of developing software applications for distribution outside of their organization or for providing end-user training on Bentley Products other than to internal: end users.. If your organization falls into either of the foregoing prohibited categories, .then please contact Bentley about other progtams that are better suited for your business BY SIGNING BELOW, SUBSCRIBER ACKNOWLEDGES THAT, IHROUGH 1TS AUTHORIZED REPRESENIAIIVES, IT HAS READ AND UNDERSTANDS THIS AGREEMENT (INCLUDING ALL ATTACHED EXHIBITS), AGREES TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AND HAS 'THE: AUTHORITY TO ENTER INTO THIS AGREEMENT. SUBSCRIBER IS NOT ENTERING INTO THIS AGREEMENT ON THE BASIS OF ANY REPRESEN'TA'TIONS NOT EXPRESSLY SET FORTH HEREIN. A FULLY EXECUTED COPY: OF THIS AGREEMENT WILL BE RETURNED TO SUBSCRIBER AFTER THIS AGREEMENT IS APPROVED AND ACCEPTED BY BENTLEI'. SUBSCRIBER BEN 'TLEY SYS TIafS,INCO.RPGRATED <scf O .trbiQA.Z.s eftdIS77 Company Nam Signaturel Ifvt�Gi�l,st a/�t. 5. Printed Name f2747o4, Peio...TEG?S' er+1 d1 ,tz, Title'. cx E -snail A ess Address: fes' 0. PO rZ ? 7:7:7 Carga'l'l elephone: t�3ga/) eMd— 3.5 -"Pg Date Signed: SE1002520 1/0005 6/11 cIt Vice PresiYint, Financial Operations Title 685 Stockton Drive Exton, Pennsylvania 19341 Telephone: Gla -458 50(00 Date Signed: L—c ��� C BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A Dated as of January 2010 General Subscriber agrees to purchase SELECT' Program coverage for all Bentley Products licensed and CATs acquired by Subscriber. Bentley shall provide SELECT Program services to Subscriber for ail Bentley Products licensed by Subscriber., subject to the provisions of this Agreement,. Subscriber may complete and submit to Bentley a supplemental form referenced by Bentley as Attachment 1 ("Attavlrnent 1") and if completed Attachment i shall be ineorporaied into this Agreement, provided that (except with respect to the duration of the initial term of the Agreement) in the event of any inconsistency between this Agreement and Attachment I, this Agreement shall control with respect to Subscriber's SELECT Program subscription Any additional Bentley Products licensed by Subscriber during the term of this Agreement shall be added automatically to Subscriber's SELECT Program coverage hereunder and the additional SELECT Program Pees will be included in Subscriber's periodic invokes for SELECT Program services. SELECT Support Services 2 01 Bentley may provide SELECT support services to Subscriber either directly or, at its discretion, through authorized Bentley Channel Partners. A Channel Partner's authorization may be limited to a particular Site or Sites Subscriber acknowledges that Channel Partners are independent contractors of Bentley, and that there is no eniployerfentployee relationship between Bentley and its Channel Partners- 2 artners 2 02 Bentley shall provide Technical Support seiviees to Subscriber, evhleh includes telephone, facsimile, electronic mail, and Internet based support to assist Subscribers regarding the use of Bentley Products. CALs and services (however; not to inelude professional services or professional training services) and reasonable efforts to respond to technical inquiries within four limns during regular business boars, 'The telephone portion of Technical Support services will be availableseven days a week. 24 hours per day, provided that after normal business hours at a Subscriber's regional support location. Subscriber may be required to contact another Bentley support center. 203, Bentley shall have no obligation to providea response or other service hereunder if Subscriber's technical inquiry is caused .by: (a) iticoiporatian or attachment of a feature. program, or device to a Product not approved or supplied by Benticy; (b) any nonconformance caused by accident, transportation„ neglect, misuse. alteration modification, or enhancement of a Product; (c) failure to provide a suitable installation environment; (d) use of the Product other than as described in its Document Set or as authorized under this Agreement; or (e). failure to incorporate any Update previously released by Bentley Bentley shall offer SELECT support services for a given version of a Product, for at least twelve months, or until two Upgrades have been released by Bentley whichever occurs first 2 04 If Subscriber experiences a production -stopping anomaly„ Bentley will use good faith efforts to create an appropriate solution and deliver it electronically, or through such other means as Bentley may choose in its sole discretion 3 Upgrades. Updates. and. Platform Exchanges 3 01 Subscriber shall have the right to receive, at no additional charge {'other than shipping and handling.. if applicable), Upgrades and Updates for each Product covered by the SELECT Program as such Upgrades and Updates become available Subscriber shall also have the right to exchange, at no additional charge (other than shipping and handling, if applicable), a license for a Product (other than a Subscription License) covered by the SELECT Program on one sEt062520.11/o005 6/11 p€atfvrn] for an equivalent license for such Product on another platform (a "'Platform Exchange") 3 02 Such Upgrade, Update, or Platform Exchange may be in downloadable electronic form, or any other means as Bentley may choose from tirne to time in its sole discretion 3 03 In order for Subscriber to be eligible to receive Upgrades, Updates. or Platform Exchanges Bentley may require that Suhseriben first return the Product (or component thereof, such as hardware lock or- CD. ROM) subject to the Upgrade. Update. or Platform Exchange directly 10 Bentley 3 04 If Subscriber receives an Upgrade and uses such Upgrade then Subscriber's aggregate use of the Upgrade and the original Product subject to such Upgrade may not exceed the number of licenses purchased fee such Product If Subscriber receives a Platform Exchange then Subscriber must immediately cease using the original Product subject to such Platform Exchange SEi.ECT One r1e.. Subscriber shall receive access to SELECT Online as set Forth below and in more detail in the applicable online agr:eeanent found at www bent1ee corn (the''Onliire Agreement") 4 01 Bentley may, from time to time, offer certain services, itteluding, but not limited to, training services, to its SELECT subscribers on a computer online service; electronic bulletin board, Internet site or through technology developed in the future ('SELECT Online");. Subscriber shall use SELECT Online only in accordance with and subject to this Agreement, the terms provided herein and as supplemented t'ront time to time in the Online Agreement that is a condition precedent to use of SELECT Online The Online Agreernent supplements this Agreement but does not supersede it in any respect In the event of a'conflict between the Online Agreement and this Agreementthe terms of this Agreement shall control 4 02 Bentley . shall have the sole right to control the format, content, delivery and all oilier aspects of SELECT Online Bentley specifically reserves the right at any time to modify the information provided through SELECT Online, discontinue any portion. of SELECT Online, or terminate the SELECT Online service altogether without providing Subscriber any prior notice 4 03 Absent a written agreernent with Bentley to the contrary, Subscriber's use of SELECT (inline constitutes Subscriber agreement to he hound by the teens of the Online Agreement S„ Product Licensing 501 General (a) (b) Existing L icenses Bentley and Subscriber' agree that the terms of this Agreement shall Amend and supplement all license agreements existing as of the Effective Date for Products (including prior versions thereof). in the event of a conflict between the terms of any license agreements existing as of tate Effective Date for Products and the terns of this Agreement, the terms of this Agreement shall control until' termination of this Agreement, whereupon, with respect to any perpetually licensed Products_ the terms of the license agreement provided with the Product upon its delivery to Subscriber shall govern Subscriber's use of any such Product Future Licenses. In the event that Subscriber acquires or licenses a copy of a Product. Subscriber's use of such Product shall be governed by the terns of the license agreement Page 7 of 12 BENTLEY SELECT PROGRAM AGREEM.EN1: SELEGI Program Benefits Exhibit A Dated as of January 2010 provided with The Product upon its delivery to Subscriber, as amended or supplemented by the tenns of this Agreement in effect at the time of such purchase Subscriber hereby agrees that its downloading or use of any Products delivered to it shall constitute Subscriber's acceptance of the license agreement terns provided with the Product upon its delivery to Subscriber, If Subscriber licenses additional copies of a Product that is already licensed by Subscriber, such additional licenses may be authorized Through delivery of a new License Key and without delivery or download of any additional Product In such instances, Subscriber agrees that the license agreement terms contained of crass -referenced in the License Key shall govern Subscriber's use of such ProductIn the event of a conflict between the terms of the license agreement provided with a Product upon its delivery to Subscriber and the terms of this Agreement in effect at the time such. Product is purchased, the terms of this Agreement in effectat the time such Product is purchased shall control for the tern of this Agreement. However, with respect to any perpetually licensed Product, upon any ;coronation of this Agreement the terms and conditions of the license agreement provided with the Product upon its delivery to Subscriber shall govern Subscriber's use of the Product le) No Transfers. Subject to Section 8.01 of Exhibit B, Subscriber shall not sell, transfer, assign.. grant a security interest iii, sublicense, loan_ lease or rent any of its rights under its CALs or licenses to use Bentley Products without the prior written consent of Bentley If consent is given by Bentley. Subscriber may permanently . transfer a license to another end user. provided all software and related documentation and media covered by such liecnse are transferredto the transferee end reser and the Subscriber does not retain any copies thereof; and provided further that the transferee cod user agiees in writing with Bentley to corer ail of its CALs and licensed Products under the SELECT Program. and be bound by the terms of the license ag eemeat then in effect for such CAL or Product Id) No Commercial Hosting Products are licensed for Production Use only i'roduets may not be used to provide commercial hosting services or as the basis for fee or transaction based services S 02 Licensing Programs- Unless otherwise Specifically set forth herein.. Bentley Products are licensed on a Per Device basis as set forth in the applicable end user license that ships with the Bentley Product The following licensing programs are not available for all Products, please check SELECT Online to see which Products are eligible for the respective licensing programs (absent a specific designation of eligibility. a Product is ineligible for aoy such program). Bentley reserves the right to add or remove any Product from eligibility for licensing under the following programs. Bentley reserves the right to discontinue any of its licensing programs at any time, without notice to Subscriber However, until renewal or termination of this Agreement, web termination of any licensing program shall not affect the licenses for Products previously granted pursuant to such terminated licensing program _ For purposes of clarity all licenses previously granted pursuant 1a a terminated licensing programs shall terminate upon the renewal or termination of this Agreement (a) Pooled Licensing, It a Product is designated as eligihle on SELECT Online, then Bentley hereby grants to Subscriber a limited non -transferable nonexclusive right to use such Product for Production Use only on multi-user computer networks and to install a licensed Product on morethan one computer or hard disk. provided that all users under this arrangement are at the same Site and the number of users that Use a Product during any one interval does not exceed the number of copies of such Product for which Subscriber has licenses at such Site Any sstco252o-1/0005 6/11 Subscriber using pooled licensing hereby agrees to install and implement Bentley's SEL.ECTserver or such other Bentley licensing technology as may he required by Bentley From time to time to monitor usage Subscriber agrees and acknowledges that Bentley's SELECTserver will from time to time transmit 10 Bentley the usage log files generated by SELECTserver or such other Bentley licensing technology Subscriber agrees 16 allow the above transmission to Bentley or otherwise to transmit to Bentley true and accurate copies of such usage log files. For purposes of clarity.. the right to pool licenses of Products granted to Subscriber pursuant to this Section 5 02(a) of Exhibit A shall terminate in the event of any termination or non -renewal of this Agreement,- notwithstanding that the subject Products may be licensed on a perpetual basis The pooled licensing benefits set forth in this Section 5.02(a) of Exhibit A are not applicable to Server Products Client Software and associated CALs (h) No -Charge Licenses. (1) If a Product is designated as eligible on SEI EC r Online Subscriber is hereby entitled on a non-exclusive basis, without payment of license fees but otherwise subject to the terms of this Agreement, to create Production Use copies.. for use only by Subscriber, of certain Products made -available by Bentley from time to time and which are designated by Bentley as no -charge software: Subscriber is entitled to redistribute such Products, which are designated by Bentley as availablefor such redistribution, in machine readable form to third parties to which Subscriber distributes its Bentley Products files; provided that Subscriber procures each web third party's agreement not to further redistribute such Products, Unless Bentley specifically authorizes otherwise in writingsuch free licenses granted orredistributed hereunder will expire upon termination of this Agreement (2) For each of Subscriber's licenses of a Product designated by Bentley as eligible on SELECT Online, Subscriber may at no charge receive a single CAL allowing one additional User (which User may, under the Cerins of Section S 02(1) of Exhibit. A, be an External User') of that designated Product to install and use Client Software to access any properly licensed. Server Products; for Production Use, and in accordance with Section 5,02(f) of Exhibit A. Such CALs granted hereunder will expire upon termination of this Agreement. lc) Home Use Licenses Unless Subscriber notifies Bentley in writing that Subscriber's employees shall not be entitled to obtain borne use editions of a Product, Bentley will distribute upon an employee's request made through Subscriber's site administrator, and permit Subscriber's employees to use, without charge, home use editions of certain Products (for. which such editions are available, as designated on SELECT Online) in accordance with the terms set forth in the license agreement provided with such home use edition of a Product, as amended and supplemented by this Ag=reement: Restrictions on home use licenses include the following: home use licenses are not pm -milted to be used for Production Use or any commercial use,including training; home use licenses are not for use in Subscriber's Offices; home use licenses may not be stored on any electronic media; honk use licenses must be permitted in Subscriber's jurisdiction The total number of home use editions available to Subscriber's employees may not exceed the number of Subscriber's Product licenses to which the home use editions relate, Home use editions of Products are ineligible for Technical Support even if Subscriber has purchased SELECT Program services Subscriber shall not be responsible for ensuring compliance by its employees with the Bentley home Page 3 of 12 BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A Dated as of January 2010 use license nor shall Subscriber be liable for any breaches of such license by its employees. Such home use licenses .granted hereunder will expire upon termination of this Agreement. (d) Evaluation of Products. 1fa Product is designated as eligible on SELECT Online, Bentley hereby grants to Subscriber,. subject to its compliance with the procedures of this. Section 5.02(d) of Exhibit A, a hnnited nontransferable nonexclusive right to create, using SELECT Online (following the registration requirements set forth on SELECT Online); one (1) copy per Site of each Product contained Oil SEL EC T Online solely far Evaluation Use of such Product, prnvided that Subscriber shall have no right to create evaluation copies of Products previously licensed by Subscriber. The duration of use of an esaluation copy shall not exceed thirty (30) days, and Bentley may provide the Product .with a .mechanism that will cause the Product to tithe out or expire after thirty (30) days Upon the earlier of the conclusion of such (30) day evaluation period er tate termination of this Agreement, Subscriber shall destroy all copies of Products created for evaluation hereunder and, upon request by Bentley certify such destruction in writing je) Subscription Licensing, (1) Subscriber may, upon Bentley s approval, license certain Products or acquire CALs, : for a specified term (a "Subscription License') A Subscription license may entitle Subscriber to license rights in a single Product (a "Product Subscription") or a specified portfolio of Products (a'Portfolio Subscription") for Production Use,. in Object Code form and within the Country Each Portfolio Subscription is licensed for use on a single computer at one time ,' and its component parts or individual Product elements, if any, may not be separated fot useon more than one computer:. To be eligibleto participate, Subscriber must be current on all outstanding invoices. for amounts ovFedto Bentley.. (2) The license term for a Product Subscription or Portfolio Subscription shall commence upon Subsctiber's receipt of the License Key and, unless earlier terminated, shall continue fbt the renitainine current term of the Agreernent en suchshorter term (not less than one (1) month) as Subscriber may elect at the time the purchase order is delivered and reflected in the License Key (the "License Terni"'): The License Tern (and each sueeessive term) shall automatically renew at its expiration for a successive term equal to the then rema€nine tern` of the Agreement, or such shorter term (not less than one month) as a Subscriber may elect at the time of such renewal, unless either party gives notice of its election not to rent w the License Terre at least thirty (30) days prior to the expiration of the then current term 'The License. Term for a particular Product Subscription as Portfolio Subscription shall terminate upon termination of the Agreement or in the event of non -renewal at the end of the then current License Term as provided in the preceding sentence (3) The fees in effect as of the date a Subscription License for a CAL, Product Subscription or Portfolio Subscription is initiated or tenewixi hereunder shall remain in effect for such CAL. Product or Portfolio Subscription until the expiration or renewal date of the License Term for such CAL, Product or Portfolio Subscription. On the renewal date the prices in effect on such date shall be applicable (4) During the License Tenn, and any renewal terra, all Subscription Licenses for CA Ls. Product Subscriptions and Portfolio Subscriptions shall entitle Subscriber to all Stleoes201/00Os 6/11 (1) (5) SELECT Program services that the same CALs or Products under a perpetual license would entitle Subscriber to receive, Subscriber recognizes that the CALs. Products and Portfolios acquired or licensed under a Subseriplion License are provided to Subscriber for use only for the applicable License Term or any renewal term in no event will a Subscription License continue beyond the expiration. or earlier termination of the SELECT Agreement under which it is granted, Subscriber recognizes that CAL Subscriptions Product Subscriptions and Portfolio Subscriptions may be delivered to Subscriber with embedded Time Clocks. Subscriber agrees that Time Clocks are not considered a defect of such Subscription Licenses and releases Bentley froth any and all: clangs, however characterized.. arising from or related to Time Clocks or their operation Subscriber may not remove or evade Time Clocks. ((sj in the event of any inconsistency between this Section 5 02(e) of Exhibit A and any other Section or Exhibit of this Agreement or between this Section 5 02(e) of Exhibit. A and the terms and conditions in the license agreement providedwith any Product or CAL that is the subject of a Subscription License, this Section 5O2(e). of Exhibit A shall control with respect to Subscription licenses Client Software Benefits . 'Client Access License or 'CAL': is a license right to .install. and use Client Software and permit a User to access Server Products licensed by Subscriber, 7f Client Software is designaled as eligible on SELECT Online. Subscriber may, up to the total number of CALs licensed by Subscribe, for Production Use only: (1) install and use Cliestt Software; (2) permit Users, including External Users to access Server Products licensed by Subscriber; and (3) access Server' Products licensed by an External User; and the total number of CALs counted as used hereunder shall be the number ofunique Users, which number shall include External Usersrecorded in the usage log files transnsittedputsuant to this Section 5 02(0, during the term of this Agreement The parties acknowledge and agree that an External User may be permitted to access Server Products licensed by Subscriber using a CAL owned by that External User Subscriber agrees to transmit to Bentley, upon Bentley's request, true and accurate copies of the usage log files generated by Server Products or such other Bentley licensing technology as may be required by Bentley from time to time. and information identifying any External User that has accessed Server Products licensed by Subscriber_ Upon expiration or earlier termination of this Agreement, the terms of the license agreement provided with the Client Software and the CAL shall thereafter govern the use of such Client Software and the associated CAL, and Subscriber shall no longer be entitled to the Client Software Benefits as set forth in this Section SEL EC ('server Subscriber may, upon Bentley's approval, and at no charge., receive a Subscription License for Bentley's SELECTserver Product (or such other server -based license management teefvtology that Bentley may offer). The teens of Subscriber's. use of the SELECTserver Produce shall be as set forth in the license agreement provided with the SELECTserver Product. as such terms are amended or supplemented ut this Agreement Subscriber acknowledges that SELECTserver (or' such other server based license management technology that Bentley may offer) may be delivered to Subscriber with embedded Time Clocks Subscriber agrees that Time Clocks are not considered a defect of the Product and releases Bentley from any and all claims, however characterized arising frons or related to lime Clocks or their operation Subscriber may not Pages of as BENTLEY SELECT PROGRAM AGREEMENT' SELECT Program Benefits Exhibit A Dated as of January 2010 remove at evade Time Clocks. Subscriber agrees and aclotowledges that Bentley s SELECT -server will from time to time transmit to Bentley the usage log files generated by SELECTserver or such other Bentley licensing technology Subscriber agrees to allow the above transmission to Bentley or otherwise to transmit to Bentley true and accurate copies of such usage log files SELECT Program Fees 6 01 Subscriber shall pay to Bentley the applicable SELECT Program Fee in effect for each Product licensed or CAL acquired as of the Effective Date of this Agreement. Subscriber shall pay to Bentley the applicable SELECT Program Fee in effect for each additional Product licensed or CAL acquired during The tern hereof as of the date such additional Product license or CAL is purchased. With respect to the Products licensed or CALs acquired by Subscriber during the tear of the Agreement, the fees in place as of the Effective Date, or. with respect to additional Products licensed or CALs acquired, as of the date of such purchase. shall remain in effect for the Subscriber until the date of the next renewal of this Agreement. at which lime the fees shall be changed to those charged by Bentley as of sueh renewal date, provided that no changes in fees for Products or CALs coveredshall be effective until thirty (31)) days after Subscriber receives notice of such changes: Subscription. License fees as set forth in Section 5.02(e). of this Exhibit A are inclusive of SELECT Program coverage and no additional fees for SELECT Program coverage shall apply for Products licensed or CALs acquired tinder a Subscription License 6 02 Bentley shall initially invoice Subscriber Ica one (1) year .of SELECT Program Fees for all Product licenses and CALs as of the Effective Date.of this Agreement Bentley shall provide Subscriber with a pro- rated annual.invoice for all Product .licenses and CALs purchased during the first year following the Effective Date of this Agreement As of the.. first anniversary of the Effective Date of this Agreement, invoices for SELECT Program Fees for Product licenses.and CALs shall be issued quarterly or annually invoices reflecting new Product licenses. or CALs will include a p'oteted. amount reflecting coverage of the Product or CAL Under the SELECT Prctgram during the preceding invoice period plus tine full unworn for the current invoice period Bentley may modify the timing of invoicing hereunder at any time. 6 03: Calculation and payment of the :SELECT" Program Fee hereunder shall be based on the local prices and local currency of the Subscriber's Site where the related Products or CALs are used 1EL002520 1/0005 5/11 'BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of January 2010 Definitions The capitalized words, terms and phrases in this Agreement shall have the meanings set forth below; 1 01. "Agreement" means the SELECT Program Agreement executed by Bentley and the Subscriber and all exhibits attachments and amendments as in effect from time to time. 1 02 'Bentley Products" or "Products" mean the software products, data and other materials previously or hereafter distributed by Bentley through delivery mechanisms determined in Bentley's sole discretion (including but not limited to distribution via SELECT online through download or by ordering through CD format) that Bentley makes available to Subscriber typically in Object Code form only for licensing hereunder including Updates and Upgrades thereto 1,03 "CAL" shall be defined as set forth in Exhibit A. Section 5 02(0 herein 104. "Channel Partner' or "Bentley Channel Partner" means individuals and companies who are authorized by Bentley to provide SELECT support services as set forth in Exhibit A. Section 2 1 05. "Client Software" means software that allows a Device to access or utilize (or where applicable, be managed by) Server Products (and, also where applicable, to utilize certain aspects oi'tire Products when disconnected front the Server). 1 06,. "Country" means the epuntty; (i) where the .Product is first obtained frorn Bentley or a Channel Partner: or (is) specified in the purchase order for which a Production Use copy of the Product may be. made or the Product is authorized to he used. 1 07 "Definition of Ilse" shall have the meaning set forth in each License Key. 1011 "Device" means a single' personal computer: workstation terminal.. hand held computer, pager, telephone,. personal digital assistant. Server., or other electronic device 1 09 "Distribute" means distribution by Bentley through all means now known or hereinafter developed. 1 10 "Document Set" means, with respect to a Product,. one copy of one or more user guides developed for use with such Product in electronic format or such other format as elected by Bentley in its sole discretion 1 11 -Effective hate" means the date that this Agreement is accepted by Bentley as indicated otr the first page of this Agreement 1 12, "Evaluation Use" means the use of a Bentley Product solely for internal evaluation of such Product Evaluation Use expressly excludes use in conneetion with ongoing projects use for compensation (stony kind and Production Use.. 1 L3. "External User" means any User (not an organization) who is not: (1) one of Subscriber's full-time. part-time, or temporary employees; or (ii) agency temporary personnel or an independent contractor on assignrnent at Subscriber's place of business or worksite. 1 14 "License Key" means the document furnished by Bentley in electronic or such othe€format es determined in Bentley's sole discretion., to Subscriber identifying the Product licensed and authorizing use of a Product 1.,15- "License Term" shall be defined as set forth in Exhibit A Section 5.02(e)(2) herein. 5EL062520 1/0005 6/11 1 16. "Object Cade" mens the Products in a machine readable form that is not convenient to human understanding of the program logic, and that can be executed by a computer using the appropriate operating ssystem without compilation or interpretation Object Code specifically excludes source code 1 17 "Online Agreement shall he defined as set forth in Exhibit A Section4 herein. 1 18 "Order" shall be defined as set forth itt Exhibit C, Section 1 01 herein: 1 19 "Pre -Existing Works shall be defined as set forth in Exhibit C Section 1,08 herein 1 20 "Platform Exchange" shall he del -tried as set forth in Exhibit A. Section 3.01 herein 1 21 "Portfolio Subscription" shall be defined as set forth in Exhibit A. Section 5 02(e)(1) herein 1 22 "Product Subscription" shall be defined as set forth in Exhibit A. Section 5 02(e)(1)herein 123 "Production use means use of a Bentley Product in Object Code form by a User or Device, as applicable; solely for Subscriber's internal production purposes, and excludes External Users (except with respect to use of CALs and access of Server Products pursuant to Exhibit A Section 5(12(0 herein) and Service Bureau Use 1 24 "Proprietary Infer motion" shall he defined as set forth in Exhibit B, Section .3 06(a) herein 1 25. "SEL EC'T Online" shall be defined as set forth in Exhibit A, Section 401 herein.. 1 26 "SELECT Program Fee" means the fee for SELECT Program services as set forth from tine to time in Bentley's sole discretion. 127 "SELECIserver" means Bentleys server based licensing technology 1 28 "Serial Number" means a unique number' issued by Bentley for identification ofa particular copy of a Product, which number shall be registered to Subscriber and assigned by Subscriber to a particular copy of such Product l 29 "Server" cans one of Subscriber s eornputerb that can mn a Server Product. 130. "Server Product" means a Product that provides services or functionality to Subscriber's Server(s) 1 3 f "Service Bureau Use" includes managing, hosting, distributing ni otherwise providing access to Products across a wide area network 1 32. "site" means all of the discrete geographic locations at which Subscriber Uses or manages the operation of Products within the geographicboundaries of a single Country 1 33. "Subscriber" shall be defined as set forth on the front page of this Agreement, and with respect to Use of Products the term Subscriber shall refer to: (1) one of Subscriber's full-time: part- time, or temporary employees; or (ii) agency temporary personnel or an independent contractor engaged in Production Use on assignment at Subscriber's place of business or work -site Page 6 of 12 1 3 1.35 BENTLEY SELECT PROGRAM AGEMENT' General Terms and Conditions Exhibit B Dated as of'.January 2010 "Subscription License" shall be defined as set forth in Exhibit A Section 5 02(e)(1) herein "Subscription Licensing" means acquisition of a CAL or licensing of a Product or portfolio of Products as set forth in Section 5 02(e) of Exhibit A of this Agreement.. 1 36 "Technical Support" means telephone, facsimile, Internet and electronic mail based support to assist a subscriber to the SELECT Program as described in Exhibit A. Section 2.02 of this Agreement. 1 37 "Time Clocks" means copy -protection mechanisms, or other security devices which may deactivate Products or CALs, including Bentley's SELEC'Tserver after temainatinn or expiration of the Agreement, any applicable License Tenn or any applicable renewal term 1 38 "Update" means a maintenance release of a Product 1.39 "Upgrade" means a commercial release of a Product which has substantial added functionality over the Product it is intended to replace. 140 "Use"* (whether or not capitalized) means utilization of the Product or CAL by an individual or when a Product has been loaded into temporary memory (i,e,. RAM) or installed into permanent+memory (e,g. hard disk, CD-ROM, or other storage device) of a computer. 1 41 "User" means an individual person, 1 42 "Work" shall be defined as set forth in Exhibit C Section 1.01 herein 1 43, "Wolk Product' shall be defined as set fortis in Exhibit C, Section 1 01 herein Fayment. of Oenttsy Invoices 2 01. Payment Terris, Subscriber shalt pay each Bentley invoice for all CALs, Product licenses raid services provided hereunder within thirty (30) days from the date of such invoiceinterest shall accrue on. delinquent payments of such invoices at the rateof one and one-half percent (1.S%) per month or the highest rate permitted by applicable law, whichever is less la the event any payment hereunder .is past due. Bentley, at its discretion,may suspend or after notice of such overdue payment and a thirty (30) day period to cure, terminate Subscriber's services rights, and licenses provided .under this Agretmnent 2 02. Taxes Subscriber shall pay to Bentley all levied taxes that Bentley is required under applicable law to collect tram Subscriber by reason of the Transactions contemplated by this Agreement: including, but not limited to sales, use, occupation, value added, excise, and property taxes (except for taxes based on Bentley's net income), If Subscriber is obligated under an applicable law to withhold or deduct taxes from any payment of SELECT Program Fees to Bentley Subscriber shall furnish to Bentley official receipts evidencing Subscriber's payment of such taxes. 2 03. Local Price and Cu treacly. Calculation and payment of the SELECT Program Fee or any separate price for all CALs, Products and services hereunder shall be based an the local price and local currency of the Subscriber s Site where such CAL, Product or service is used, 2 04 Records; Audit., Subscriber shall maintain complete and accurate records of CALs and Productlicenses prior to the date of this Agreement and its creation and use of the CALs acquired and Products licensed hereunder to permit Bentley to determine whether set.0025201/0005 5/1.1. Subscriber has complied with its obligations hereunde€. ]hese records shall include the location and identification of the Subscriber hardware on which Subscriber uses each copy of the CALs or Products Subscriber shall, upon seven (7) days advance written notice by Bentley, permit reasonable inspection and copying of such records by Bentley or a third -party auditor retained by Bentley at the offices of Subscriber during regular working hours Intellectual Property Rights 3 0, Title; Reservation or Rights Subscriber acknowledges and agrees that: (a) The Products, including the Document Sets for each Product, and any information which Subscriber obtains through the SELECT Program or the use of SELECT Online or any other means of electronic transmission., contain proprietary information of Bentley., its licensors at other suppliers; and are protected under United States copyright laws, other applicable copyright laws., other laws relating to the protection of intellectual property and international treaty provisions; tbl The entire right,, title and interest in and to the Products. the Document Sets, any information Subscriber obtains through the SELECT Program or the use of SELECT Online or any ether means of electronic transmission and all associated intellectual property rights, shall remain with Bentley at its licensor; The Products are licensed, not sold, and title to each copy of the Products shall remain with Bentley or its licensors, and shall not pass to Subscriber; and (c) (d) .Bentley retains all rights not expressly granted 3 02 Sonne Code Subscriber shall have no right hereunder to receive, review., use or otherwise have access to the source Bode for the Products 3 03 Copyright Notices, Subscriber shall reproduce and include on all copies of the Products created by Subscriber all copyright notices and proprietary legends of Bentley or its licensors as they appeal in or 011 lite original media containing the Products supplied by Bentley 3 04 Reproduction of Document Sets. Subscriber may reproduce" the Document Sets for its internal non-commercial use only, but the cumulative number of such reproduced Document Sets may not exceed the number of Products licensed by Subscriber that correspond to the Document Sets 3 05 Reverse Engineering. Subscriber may net decode, reverse engineer. reverse assemble reverse compile, or otherwise translate the Products or Document Sets except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. To the extent. that Subscriber is expressly permitted by law to undertake any of the activities listed in the previous sentence, Subscriber will not exercise those rights until it has provided Bentley with thirty (30) days prior written notice of its intent to exercise such rights 3.05 Proprietary Information (a) Subscriber understands and agrees that Bentley mayin connection with the provision of CALs, Products and services hereunder disclose to Subscriber confidential, proprietary and technical information pertaining to Bentley Products and to Bentley's technology and business practices (collectively ".Proprietary Information) Subscriber agrees to trait all Page 7 of it BENTTEY SELECT PROGRAM AGREE IE, T General Terms and Conditions Exhibit B Dated as of :January 2010 Proprietary Information in accordance with this Section 3.06 of Exhibit B (b) Subscriber shall maintain the confidentiality of all Proprietary Information Subscriber shall not reproduce or copy Proprietary Information except as permitted in this Agreement or as may be expressly authorized in writing in advance by Bentley Ail such copies shall be marked by Subscriberas proprietary and confidential inforination. tel Subscriber shall only use Proprietary Information in furtherance of this Agreement, and may disclose Proprietary Information only to those employees required to have knowledge of same to perform their duties pursuant to this Agreenient, Subscriber shall not disclose or make Proprietary Information available to any third party at any time fel) Subscriber shall treat Proprietary Information with the same degree of care as it uses to protect its own confidential information and in no case Iecs than a reasonable degree of care (e) Upon the termination or non renewal of this Agreement; Subscriber shall return to Bentley or, if so requested.. destroy all Proprietary Information in its possession (f) Subscriber shall have no obligation of confidentiality with respect to any Proprietary Information that (i) has entered the public domain other than through a breach of this Agreement, (ii) has been rightfully obtained by Subscriber from.a third party with no obligationof confidentiality, or (air) .is previously known by Subscriber as demonstrated by char and convincing evidence (g) Subscriber shall promptly inform Bentley upon knowtedge of any actual or potential unauthorized use or disclosure of the Proprietary Information 3 07 No Benchmarks, 'Subscriber may . not disclose the results of any Product testing including but not limited to benchmarks lo any third party without first obtaining Bentley's written consent to do so L,inrlteil Warrairtg; Limitation of Remedies and L iatu111y 4.0] . Limited Warranty to Subscriber:. Except for Products licensed under Section 5.02(b).. Section 5.02(e) or Section 5.02(d) of Exhibit A hereof, which are provided to Subscriber "AS -IS' and without warranty of any kind, Bentley hereby warrants for the bent •only of Subscriber that (a) for a period of ninety (90) days ("Warranty Period") from the date of delivery to Subscriber of a Serial Number of Product, as the case may be. the Product shall. under nonnat use, operate in substantial conformance with the functional specifications set forth in the Document Set applicable to such Product, and (b) for a period of ninety (90) days from the date of delivery. other products and materials famished by Bentley to Subscriber shall. under normal. use, operate in substantial conformance with the Bentley documentation applicable to such products and materials. If any modifications, enhancements or change -a are mace by Subscriber or at Subscriber's direction to the Products; if the Products are. reverse - engineered, decompiled or disassembled; or if Subscriber hreaohes the terms of this Agreement, then the warranties in this section shall be immediately terminated. This litnitcxl warranty gives Subscriber specific legal rights, Subscriber may have other rights which may vary from stalejurisdietion to state/jurisdiction. 402 Exclusion of Warranties. THE WARRANTIES STATED IN SECTION 4.01 ARE BENTLEY S SOLE AND EXCLUSIVE WARRANTIES PERTAINING TO THE PRODUCTS SELECT SEt002520 1/0005 6/11 SUPPORT SERVICES AND OTHER MATERIALS AND SERVICES LICENSED, DELIVERED OR OTHERWISE FURNISHED BY BENTLEY UNDER THIS AGREEMENT BENTLEY DOES NOT WARRANT THAT THE PRODUCTS, SELECT SUPPORT SERVICES, OR ANY OTHER SERVICE OR MATERIALS WILL MEET SUBSCRIBER'S REQUIREMENTS., BE FREE FROM VIRUSES OR OPERATE UNINTERRUPTED OR ERROR FREE. BENTLEY HEREBY DISCLAIMS ALL OTHER WARRANTIES EITHER STATUTORY. EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION., WARRANTIES AGAINST NON -INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. THESE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER AS SOME STATES/JURISDICTION DO NOT ALLOW THE EXCLUSION OFCERTAIN WARRANTIES. 4 03 Exclusive Remedy, The entire liability of Bentley and the sok and exclusive remedy of Subscriber shall be, in Bentley's sole and absolute discretion, (i) to repair or replace a Product or other materials in brach of the foregoing warranties, (ii). to advise Subscriber how to achieve the fame functionality with the Product as described in the Document Set through a procedure. different from that set forth in the Document Set, or (iii) to return the purchase price or fees paid therefore, Where written notice of such breach, specifying the defect, is furnished to Bentley during the Warranty Period Repaired, corrected, or replaced Products and Document Sets shall be covered by this limited warranty for ninety (90) days alter the date; (a) of shipment to .Subscriber of the repaired or replaced Products and • Doeument Sets, or (b) Bentley advised Subscriber how to operate the Products so as to achieve the firnetionality described in the Document Sets 404 Exclusion of Damages. IN NO EVENT SHALL BENTLEY .AND ITS LICENSORS AND SUPPLIERS BE LIABLE TO SUBSCRIBER FOR ANY 1NDIREC'T, INCIDENTAL. SPECIAL OR CONSEQUENTIAL. DAMAGES. REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING WITHOUT LIMITATION LOST PROFITS, COSTS OF DELAY. INTERRUPTION OF BUSINESS, LOSS OF USE, INABILITY TO. ACCESS ONLINE SERVICES, ANY FAILURE OF DELIVERY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION. OK LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF BENTLEY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILI'T'Y OF SUCH DAMAGES OR CLAIMS, BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO SUBSCRIBER 4 05 Disclaimer. Subscriber acknowledges that the Products are not fault-- tolerant and have not been designed, manufactured or intended for use and will not be used in the development of weapons of mass destruction, as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation 01. nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Products could lead directly to death, personal injury, or severe physical or environmental damage. Subscriber further acknowledges' that the Products are not substitutes for Subscriber's professional judgment, and accordingly, neither Bentley nor its licensors or suppliers are responsible for Subscriber's use of the Products or the results obtained from such use. The Products are intended only to assist Subscriber in its business, and are not meant to be substitutes for Subscriber 's independent testing and verification of stress safety utility or other design parameters Page 8 of 22 BENTLEY SELECT PROGRAM AGREE EMI General Terms and Conditions Exhibit 13 Dated as of January 2010 4:06, Limitation of Bentley Liability. N. THE EVENT THAT; NOTWITHSTANDING SECTIONS 4 01, 4.02, 4 03., 4 04 AND 4.05 OF THIS EXHIBIT B, BENTLEY 15 FOUND LIABLE FOR DAMAGES BASED ON ANY BREACH, DEFECT, DEFICIENCY ORN'ON-CONFORLLl1TY INA PRODUCT, IN SELECT SUPPORT SERVICES .: OR IN ANY OTHER. SERVICE OR MATERIALS WHETHER IN; CONTRACT, TORT OR OTHERWISE, AND . REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. BY LAW, BENTLEY'S CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED` THE PRICE PAID BY SUBSCRIBER FOR (i) SUCH PRODUCT (n) A ONE-YEAR SUBSCRIPTION TO THE .SELECT PROGRAM,. OR (iii) SUCH OTHER DEFECTIVE SERVICE OR MATERIALS: AS THE CASE MAY BE: THE PROVISIONS .OF TRIS AGREEMENT ALLOCATE THE RISKS BETWEEN BENTLEY AND SUBSCRIBER:. BENTLEY'S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABIL.IFY SPECIFIED HEREIN: 4 07 Indemnification by Bentley, Bentley shall pay any damages Finally awarded against Subscriber based on a claim against Subscriber that a Product which is developed and owned by. Bentley infringes a third party's eapyrighl under the laws of a Bente Convention signatory eountry, or' results in a misappropriation ofa third party's trade secret, in: the Country where Subscriber has been authorized to place the Produet subject to such claim into Production Use, if Subscriber provides to Bentley: (a) prompt written notice of any such claim, (b) all available information and :assistance. and (c) tate opportunity to exercise sole control of the defense and settlement of any such claim. Bentley shall also have theriglit,,at its expense either to procurethe right for Subscribei to continue to use the Product or to replace of modify such Product so that it becomes non -infringing. If neither of. the foregoing alternative; is available on terms that, Bentley, in its. sole' discretion, deems desirable, Subscriber shall. upon written request from Bentley, return f0 Bentley the allegedly infringing.. Product, in which event Bentley :shall 'refund to Subscriber the price< paid by Subscriber for each copy of such returned' Product; less. twenty percent (20%) .fat each elapsed year since the commencement. of. The [icertae for such copy.- Bentley shall have no liability: and this indemnity shall not apply if the alleged infringement is contained in a Product which is not developed or owned by Bentley or is dueto modification of the Product by Subseriber ortheeombination. operation or use of a Product', with other software that does not originate :from :Bentley or it Subscriber is in breach of this Agreement Bentley shall also have no liability and this indemnity shall not apply, for the portion of any claim :o f infringement basedon use of.a superseded or altered release :of a Product if the infringement would have been avoided by the use of a -current, unaltered release of the Product In no event smolt Bentley's liability hereunder to Subscriber exceed the license fees paid by Subscriber For the allegedly infringing Product; This Section 4.07 sets forth Subscriber's sole remedy for inteliectual property infringement 5,. Export Controls The Products have been manufactured tit developed in the United States of America and accordingly may be subject to U,5export control laws:, regulations and requirements Regardless of any disclosure made by Subscribe/ to Bentley of an ultimate destination of the Products, Subscriber must not export or transfer, whether directly OT indirectly. the Products, or any portion thereof, or any system containing such Products or portion thereof, to anyone outside the United States (including further export if Subscriber took delivery of the Produiis outside the United" States) without first complying. strictly and fully with all expert controls that may be imposed on the Products by the United States Government or any country or organization of nations within whose jurisdiction Subscriber uses the SEL002520-1/0005 6/11 Products._ The countries subject to restriction by action of the United States Government aresubject to change, and it is Subscriber's responsibility to comply with the United . States Government. requirements as they niay be amended from time to time Subscriber shall indemnify, defend and lioid Bentley harmless for any breach or its obligations pursuant to this Section U S„ Gn'sernstient Restricted Rights. If the Products are acquired for or on behalf of the United States of America. its agencies andtor instrumentalities ("IIS: Gover menti'); it is provided with restricted rights The Products and accampanyirtg. documentation are 'commercial computer software and "commercial computer software documentation," respectively, pennant to 48 C F. R. 12:212 and 227 7202, and "restneted computer software' pursuant to 45 C.F.R. 52 227-19(a), as applicable Use, modification, reproduction, release, performance, display or. disclosureof the. Products and accompanying documentation by the U. S.Government art subject to restrietiot s as set forth in this Agreement and pursuant. to 45 C.F.R 12212 52227-1u. 227.7202; and 1852 227-86', as applicable Term; Termination 7 01 • Tenn: This Agreement and Subscriber s SELECT Program subscriptionshall become effective on the Effective Date, and shall continue for an initial terra of twelve (12) months (unless Attachment 1 provides for a longer duration of the initial term) and shall automatically renew for terms of like tenure unless either party gives notice of its election to' not renew`` the tenu at least thirty (30) days prier: to the expiratinn ofthe then -current term; 702 Termination kr Material Breach.. Either: party may. at iia option;: terminate this Agreement in the event of a material breach of, this Agreement by the other party. Any such termination may be effected only through a writtennotice to the otherparty specifically identifying the breach ea breaches on which termination is "based:, Following receipt of suchnotice:, the party in breach shall Itavi twenty-one (21) days to cure such breach of breaches, and this. Agreement shall, terminate in the event that such cure is not made by the end: of such period; provided, however,. Bentley shall have the right to terminate this Agreement immediately if Subscriber breaches. any of its obligations under Section 3 of this Exhibit B The failure of Subscriber to pay an outstanding invoice of Bentley'shail always constitute a material breach of this Agreement. 703 Insolvency. If; under applicable insolvency. laws,. Subscriber becomes unable Su pay its debts or becomes insolvent or bankrupt or makes arrangements with its creditors, or otherwise goes into. Iiquidafion. administration or receivership, then Bentley shall have the right to terminale this Agreement immediately by written. notice 704. Consequences of Termination. Upon the termination of this Agreement for any reason; all of the rights and licenses granted: to Subscriber in this Agreement shall terminate immediately:: With respect 10 any perpetually licensed Products, the terms and conditions set forth in the license agreement delivered with such Products and the Definition of Use shall govern Subscriber's use of' such :Products . Subscriber shall immediately discontinue use of SELECT Online 1,05 Reinstatement Following Termination:, Following a termination of the SELECT Program, Subscriber may reinstate such services only if Bentley consents to such reinstatement and 'Subscriber pays 10 Bentley; in advance, a SELECT reinstatement fee, in an amount to be determined in Bentley'a sole discretion, such amount not to exceed the amount of all fees that would have accrued and been payable,. excluding discounts, for the period between the date of termination and the date of reinstatement. Page 9 of I2 BENT LEY SELECT PROGRAM AGREEMENT General Terms .and Conditions Exhtlibit. B Dated as of January 2010 Miscellaneous 8.01 Assignment Subscriber: shall not assign this Agreement or delegate its duties hereunderwithout prior written consent by Bentley. For purposes of this Agreement, a change in control :of Subscriber shall be considered an assignment for which Bentley's prior written consent is hereby granted provided that the surviving entity from, such change in control must enter into a SEE ECT Agreement. This Agreement niay be .assigned. by Bentley to any successor in interest to. Bentley's- business entley'abusiness or to any direct or indirect wholly-owned subsidiary of Bentley Systems, Incorporated, Any purported assignrnent in violation of this provision shall be void and without effect 8 02 Entire Agreement, This Agreement, together with the Exhibits and signed Amendments, if any, incorporate the entire agreement of the parties and supersede and merge all prior oral and writte3 agreements, discussions and understandings between the parties with respect to the subject matter hereof, The terms and conditions of'this Agreement and of the applicable Bentley confirmation shall apply to;esiob order accepted or shipped by Bentley hereunder Arty additional or different terms or conditions_ appearingon a purchase order issued by, Subscriber hereunder, evert if Bentley acknowledges such terms and conditions, shall not be binding on the patties unless both parties expressly agree in a -separate writing as provided under Section 8 03 of this Exhibit B; .8 03 Atnendnrents. Except as. otherwise contemplated herein with respect to updating, amending and supplementing the exhibits, this Agreement may only be amended or modified by a writing duly executed by authorized representatives ofthe parties, provided,. however, that any additional or different terms or conditions appearing on a purchase order, even if required to be acknowledged by Bentley,. shall notbe Finding on the parties. 8 04 Notices, Notices "under this Agreement shall bemade or given as of: the date of either. hand delivery or mailing to such party; if sent prepaid certified mail or next day air delivery to the address set forth on the first page of thiS Agreement. All notices ander this Agreement shall be addressed, if to Bentley; to its General Counsel, and if to Subscriber to its : authorized representative identified in this Agreement or`in a subsequent notice to Bentley 8.95 Force Majeure Bentley shall not be liable for failure to fulfill the terms of this Agreement due tofire,: strike; 'war, government regulations, acts of God' labor disturbances, cels of tern -trim Or other causes which are unavoidable' and beyond its control; 8 0,. Waiver The failure of either party to insist upon any of its rights under this Agreement' upon one -or -more occasions. or to exercise any. of its rights; shall not be deemed a waiver of such rights on any Subsequent. oecasiaiis 8.07 Survival. The covenants contained in this Agreement which, by their terms, require et contemplate performance by the parties after the expiration'DT termination of the Agreement (including, but not Limited to, Sections 5.01(a), (b), (c) and (d) and 6.01 of Exhibit A, Section 1, 2 3, 4 5, b:, 7.04, 7'05 and 8 of Exhibit 13, and Sections 1 06, 1.07,: 3.08, 1 09, 1;10; 1 11, 1;.12, 1 14, I.16 and 1.17 of Exhibit C) shall be enforceable notwithstanding said expiration tic termination 8 08 Severability,. The provisions of this Agreement shall be severable and the invalidity or unenforceability of any one provision shall not affect any other unless othenvise noted: 8 09 Governing Law. This Agreement shall be governed by, interpreted, arid: enforced in accordance with the laws of the Commonwealth of Pennsylvania; without regard to conflicts of law provisions., TQ the maximum extent permitted by applicable law, the patties agree that the pnsvisions of the United Nations Convention on Contracts for the _5E1.002520 1/0005 6/11 International Sale of Goods, as amended, and of .the Uniform Compeer lnt`armation Transactions Act, as it may have been or hereafter may be in effect in any jurisdictionshall not apply to this Agreement" 8 1, Atbitratton., In the event of any dispute,. controversy of claim between the parties arising under this Agreement, the parties shall submit to binding arbitration before a single arbitrator in Philadelphia; Pennsylvania in accordance with the Couunercial Arbitration Rules of the American Arbitration Association, The dei;isiort of the arbitrator shall be final and binding; on the parties, and thejudgment upon the award rendered by the arbitrator shall be enforceable inany court of competent jurisdiction, Each party shall bear its own attorney`s tees, costs. and expenses incurred in such arbitration 8 11 Independent Contractor; Bentley's relationship with Subscriber for. all purposes hereunder shall be that of an independent contractor and nothing herein shall be construed as creating, at any time an employer' and employee relationship between the partied 8.12. Change of Ownership, Subscriber shall provide Bentleywith, sixty (60) days advance written notice of any changes in its ownership or location: 8.33. Headings. The headingsin this Agreement are intended solely for convenience of reference and shall not affect the meaning or interpretation of'this Agreement Rage 10of12 BENTLEY SELECT PROGRAM AGREEMENT Professional Services Exhibit C Dated as of ,January 2010 sinal Services, 1 01 Subscriber may request professional services from time to time and Bentley may agree to perforinsuch services pursuant to this Agreement The description of professional services requested by Subscriber and which Bentley agrees to perform shall be set forth in one or more written. deseriptions labeled. "SELECT Professional Services'` and signed by Subscriber and Bentley. (each" an "Order"}., Bentley shall have the tight to accept ot decline any proposed Order Each Order shall' set forth, at a minimum, the work to be done; the number of Bentley s personnel to he assigned to Subscriber's work, the duration of each individual's assignment, and the fees for the work The services and other' provisions described on the Order(s) are . referred to. collectively as the "Wor k" while the results of the Workif any., arereferred to as the "Wor k Product " l t12. Method of Performance, Bentley, in _conjunction with its personnel; wilt: determine the method, details; and means of' performing the work to be carried: out for Subscriber'; including the use of sub -contractors -if deemed necessary Subscriber shalt have no right to: and shall not control the manner of determine the method of accomplishing such work :Subscriber may, however, require Bentley's personnel to observe at all tithes the security and. safety policies of.Subseriber: In addition, Subscriber shall be entitled to exereise a broad general power of supervision arid control over the results or work performed by Bentley to ensure satisfactory performance. This power of supertision shall include the right to inspect, stop work, snake suggestions or reeoinmendauons as to the details: ot the Welk. and request modifications to the scope Oran Order 1.03 Scheduling. Bentley: will try to accommodate work schedule requests of Subscriber to the estent possible Should any persotmel of: Bentley beunable to perform scheduled :services because of illness, resignation, or other causes beyond Bentley's reasoriable control, Bentley will attempt to replace such personnel within: a reasonable time, but Bentley shall not be liable for failure if it is unable to do so, gia•ing'due regard to its ether commitments and priorities 1 04 . Repotting: Subscriber ' will advise Bentley of the individuals to whorrt Bentley's. manager will report progress on day-to-day work.. Subscriber and Bentley shall develop appropriate administrative procedures. for performance of.` work 'at Subscriber's- site; if necessary Subscriber shall periodically prepare an evaluation of the work performed by Bentley for submission.'to Bentley upon Bentley's request. 1 05 Place of Work. Certain projeets or tasks_ may require Bentley s perrvnnel:to perforin work for Subscriber al Subeerilier's premises:. Tit the event that such projects or tasks are required to be performed at Subscriber's premises, Subscriber agrees to provide working space acid facilities:, and any other services and material$ Bentley or its personnel may reasonably request in order to perform their work. Subscriber recognizes that .there may be a need to train Bentley's :personnel be the unique procedures used al Subscriber's Dation'. When Subscriber determines that .such training is necessary, Subscriber shall, unless otherwise agreed in writing, pay Bentley for its personnel's training time. 106. Non -Exclusive., Bentley shall retain the right to perform work for others during the terra of this Agreement Subscriber shall retain the right to cause work of the same or a diafferentkind to be performed by its own personnel or other contractors during the term of this Agreement. 07 Perpetual License lfpott full payment for the Work, Bentley shall grant Subscriber a paid-up, perpetual, royalty -free right and license SEt002524J•1ID005 5/11 to use the Work Product for Production Use Bentley retains all right, title and interest to the Work Product not otherwise panted to Subscriber': 1.011. Preexisting Works of Smiley Notwithstanding Section L07 of Exhibit C hereof; Bentley hereby reserves and retains ownership of all works which Bentley ereated unrelated to the Work performed pursuant to any Order, including but. not limited to Products (the "Pre -Existing. Works"), Bentley does riot grant Subscriber any rights or licenses with respect to the Pre -Existing Works' 1 09 Residuals. It is mutually acknowledged that 'during the normal course of its dealings with Subscriber and the Work, Bentley and its personnel and agents may become acquainted with ideas; concepts; knaw•how,methods, techniques; processes,. skills, and adaptations pertaining to the Work„ including those that Subscriber er considers to be proprietary or secret. Notwithstanding anything in. this Agreement to the contrary,: and regardless of any termination of. this Agreement, Bentley shall be entified to :use:, disclose, and otherwise employ any ideas; : concepts, Brow: how, methods; techniques, processes, and skills, adaptations, including. generalized features of the sequence, structure, and organization of any works of authorship, in conducting its business (including providing services or creating programming or materials fins' other customers), arid Subscriber shall not assert' against Betttley or its personnel any prohibition or restraint from so doing 1 10. Third -Party Interests. Subscriber s interest in andobligations with .respect to any programming, materials, or data to he obtained from third -party vendors, "regardless of whether obtained with the. assistance of Bentley, shall be determined ie accordance with the agreements and policies of such vendors.; 1.1 l Fees:. Bentley .shall ;be paid the fee as .speeilied: in each Order (which Bentley reserves the right to change upon at least sixty (60) days advance notice or at any time for any new Order or modified portion of an existing Order), or, if DO fee isspecifred, at Bentley's customary rates for the level of personnel providing such services 1.12 Expenses ,Subscriber shall :also pay either the actual cost of Bentley's reasonable: travel and living expenses or an agreed ere amount for such travel and living expenses (other than normal commutation travel) for Bentley' employees in the performance ef` Wort: set forth in each Order along with all other' out -of pocket expenses incurred by Bentley I 13 Estimates, Estimates of total fees for projects may be provided in an Orden:: but Bentley does not guarantee such estimates Bentley will, however, notify 'Subscriber as soon as possible if it will exceed the estimate, and Subscriber may theca terminate the project and pay only lot services actually rendered if Subscriber so chooses 1 14 Confidentiality. In the petformaiice of the Work, Bentley may acquire information of Subscriberwhich is proprietary, nonpublic and identified in writing as confidential by Subscriber , Bentley shall not disclose to anyone not employed by Subscriber nor use except on behalf of Subscriber any such confidential int'ormation acquired in the performance of the Work except as authorized' by Subscriber in writing and as may be permitted by Section I.09 of this Exhibit C. Bentley shall have no obligation of confidentiality with respect to any information ni Subscriber that (i) has entered the public domain other than through a. breach of this Agreement, (ii) has been rightfully obtained by Bentley from a third party with no obligation of confidentiality, or (iii) is previously known by Bentley as demonstrated by clear and convincing evidence Notwithstanding the foregoing restrictions. • Bentley and its personnel may use and disclose any information tothe extent required by an order of any court or other goverruuental authority Pageilof12 BENTLEY SELECT PROGRAM AGREEMENT Professional Services Exhibit C Dated as of'.Januaxy 2010. or as necessary for it or them to protect their interest in this Agreement, but in each case only after Subscriber has been se notified and has had the opportunity, if possibleto obtain reasonable protection for such information in connection with such disclosure: 1 IS.. Ferro This Exhibit C will become effective as of the date of the first executed Order and will continue in effect through the completion of each Order. 1 16_ termination of Orders. Subscriber or Bentley may terminate any uncompleted Order at any time by giving thirty (30) days written notice to the other patty. Upon such termination, Bentley agrees to stop. Work under the. Orderin question and to forward to: Subscriber all completed or uncompleted drawings, reports or other documents relating to the Work in the event of such termination Subscriber shall be liable only for such fees,costs and expenses as have accrued prior to the effective dateof such (emiination. 11'7. Prohibition on Hiring, Subscriber shall not solicit for employment of hire any Bentley employees providing professional services.hereundei for the duration of the Work:, plus a period of one (I) year alter completion of the professional services provided hereunder SEL002520 3/0005 6/11 Page 12 a112 BENTL EY SYSTEMS, INCORPORATED ATTACHMENT 1 SELECT PROGRAM AGREEMENT Bentley SELECT Agreernenfi Number: 1C163(0(03-5 CC03 Steps to a Pioperly Completed Attachment .1: 1 Indicate the Term of the Agreement below 2 Complete a Site Information foie for; each covered Site 3 Review the infoimationiegarding SELECTservet Online 4 Insert Attachment I into the Bentley SELECT Program Agreement Agreement TetnI* 12 Months 0 24 Months O 36 Months 0 Othei: "The Agreement Term is subject to Bentley's review and approval 5$1.€102710-1/0001 Attachment 1 BENTLEY SELECT PROGRAM AGREEMENT SITE INFORMATION Please complete a copy of this form for each covered Site (as defined in Exhibit B, Section 1,32) Bentley's processes for the delivery of License, Invoice and othei information are optimized for electronic delivery, For the most effective communication; please ensure that email addresses are provided for all: contact persons: Bentley will establish Online SELECTservices User permissions for the Technical Administrator designated below The Technical Administrator may grant all or some of those permissions to other users within the organization. Ail licensing fulfillment documents will be delivered to the Technical Administrator AlI Notices delivered under the Agreement shall be delivered to the Account / Billing Contact identified below or, in a subsequent notice to Bentley. Shipping Addiess: Billing Address (if different):. Ch/'o. 0,4 r puj C r1 S i. Company Company was+-ewakr- Depg r rn-e r t Site 664n PSV- Scher, Technical Administrat€tt Name brtanbueCetcya3 Coo Site Account! Billing Contact Name Email Address- E-mail Address 212-tp_iiDIN g4.. Address/Street (no P 0 Box) Address/Street (no P 0 Box) _EDIT riT'.. City TtA a.s i 8 1 • City State and Zip State and Zip Gni-irr PA -kJ Country 3(o! " 1210- ! ?Di Country Phone Phone SE1002730.110001 Bentley will add this site to SEL.ECTservex Online (a hosted, managed solution) for the management of your Bentley Product licenses Subscriber will install, activate and maintain a SELECTsetver gateway Service (a "Gateway") to manage pre -XM Bentley Productsat this Site. The new (or existing) Gateway will be physically located at the Shipping Addresslisted on the Site Information Page found in Attachment I . (Optional).: To discuss other Licensing options, please check the box below and a Bentley Representative will contact the Technical Administrator identified in the "Shipping Address" section. � Please contact the site Technical Administrator regarding t thea ice sing irptinns Por more information on Bentley, please visit www.b©ntley.com or call l -800'-BENTLEY Bentley SELECT SEL;0027.10 11(X701 Proposal for eB Plan Review Consulting Services Prepared For City of Corpus Christi November 6, 2014 www.bentley.com Bentley Systems, Incorporated F?Pi Be i m.ey Sustaining Infrastructure Bentle Sustaining Infrastructure November 6, 2014 y City of Corpus Christi Dan Grimsbo Director Community Development Corpus Christi, Texas 78415 Subject: Proposal for eB Plan Review Services www.hentIey.Com Dear Dan Grimsbo, Bentley Systems, Incorporated ("Bentley") is pleased to provide this proposal to City of Corpus Christi for the items described below. • Implementation of an electronic plan review solution via Bentley MANAGEservices • Integration to the City's Hansen v8.3 Dynamic Portal permitting software Detailed scheduling and resource assignment cannot be made before receipt and acceptance of a Purchase Order referencing this proposal and a signed copy of this proposal. The Professional Services in this proposal are offered on a fixed fee basis. I trust this proposal meets your needs. Bentley has an excellent history of client satisfaction and in this regard we view your success as our success. If you need additional information or would like to discuss anything contained in this document, please feel free to contact me. Sincerely, Gary Griffiths Sales Director Gary.Griffiths@bentley.com Office: (610) 458-6171 Bentley Systems, Incorporated Bentley Opportunity: 30387970 July 23, 2014 1 The information contained in this proposal is proprietary of Bentley and is not to be disclosed to any third party without Bentley's express prior written consent. Opportunity Number 30387970 Be ntLeye Sustaining Infrastructure Transit Communications Land Development Table of Contents 1. Executive Summary 3 2. Scope of Services 3 2.1 Software Installation 3 2.2 Design 3 2.3 Configuration 4 2.4 Customization/Tailoring 5 2.5 Integration 5 2.6 Acceptance testing 6 2.7 Training 6 2.8 Project Deliverables and Acceptance 6 2.9 Schedule 8 2.10 City of Corpus Christi Staffing 8 2.11 Assumptions, Limitations, Exclusions, and Constraints 8 3. Pricing 9 4. Terms and Conditions 10 5. Appendix A: eB Workflow Diagrams 13 6. Appendix B: eB Implementation Methodology 15 July 23, 2014 2 The rrforrrwtion ca tamed in this proposal is proprietor},, of 8errtkEy. This rnforrratfon is not to bae diselosed any third party without Bentley's express prior written consent Be ntLeye Sustaining Infrastructure Transit Ps Communications Land Development 1. Executive Summary Bentley understands that the City of Corpus Christi is looking to improve the processes and technology related to the review of plans and plan sets managed and reviewed by the Permitting and Planning departments. The eB solution for plan review will capture documents, activities, and all relevant data around the review process from end-to-end. Unlike other solutions that focus on the markup or edit of documents, Bentley's eB solution is built upon an open architecture and industry standards to ensure sustainability and applicability to all aspects of the enterprise. Consistent with Bentley's information management philosophy, the City of Corpus Christi can tap into reliable data at any time throughout the process by using eB. This proposal outlines the services for providing an eB electronic plan review solution via Bentley MANAGEservices with integration to Hansen v8.3 Dynamic Portal for the Permit and Planning departments at City of Corpus Christi. Bentley is providing eB software licenses free of charge as well as a significant discount on professional services for this project. It is our intention and understanding that we will work closely together in order to ensure that this project is a complete success and the result will be a solid and referenceable relationship between Bentley and the City of Corpus Christi. It is also our desire that together we will be able to openly discuss this successful project to industry peers and associations. 2. Scope of Services Bentley's deployment services are designed to ensure a successful deployment of eB based upon your organization's unique implementation requirements. Our deployments are also designed to ensure proper design and configuration from the very beginning to prevent costly rework later. A Bentley Project Manager will be assigned to ensure the success of your eB implementation from the kick-off meeting until the project is successfully closed out. For more information about the implementation methodology followed by Bentley, please see Appendix B. 2.1 Software Installation Bentley consultants will install eB in up to two environments in the Bentley MANAGEservices environment. One environment will be a test environment, with the other environment being the production environment. The following modules of eB will be installed: • eB Information Manager • eB Web Interface/Web Server 2.2 Design Bentley consultant(s) will review the proposed plan review process with City of Corpus Christi, validate the configuration, customizations and integration defined in this proposal and finalize the details. A Statement of Work document will be produced to define what will be implemented and how specific eB features and functionality are to be configured. The Statement of Work document will be approved by both parties and serve as the blueprint for the services to follow. July 23, 2014 3 The rirfoMrotion contained .in this proposal is proprietary of Bentley. ?tris information is not to be disclosed to any third party without Bentl'ey's express prior written conserrL Be ntLeye Sustaining Infrastructure Transit Ps Communications Land Development 2.3 Configuration Bentley consultant(s) will configure up to two environments of the eB Information Manager system as defined in the approved Statement of Work document. Configuration will be done in the test environment, which may be copied to the production environment. The eB Information Manager System configuration for the Permit department at City of Corpus Christi will consist of: • One (1) Permit - Plan Set Document class and template with up to 5 attributes • One (1) Permit - Plan Sheet Document class and template with the following attributes: o Building Review Status o Zoning Review Status o Fire Review Status o Engineering Review Status o Drawing Type • One (1) Permit - Workflow class and template as defined in Appendix A for Permit Department with four department reviewers • Six (6) Skills for the workflow tasks (Intake Coordinator, Lead Reviewer, four departments) • Three (3) Security Roles (Read Only, Reviewer, Administrator) • eB Workflow emails enabled for Work Exchange and Work Task Skill notification • Configure the Document class to automatically initiate the workflow when an eB document is created • Configure an eB Report to list status of Plan Set and Sheet documents based on workflow tasks The eB Information Manager System configuration for the Planning department at City of Corpus Christi will consist of: • One (1) Planning - Plan Set Document class and template with up to 5 attributes • One (1) Planning - Plan Sheet Document class and template with the following attributes: o Planning Review Status o Engineering Review Status o PM Review Status o Water Review Status o Sewer Review Status o Gas Review Status o Parks Review Status o Airport Review Status July 23, 2014 4 The information elan toined in this proposrrl is proprietary of 8errtley. This information is not to be disclosed to any third party without 8'erRtteya°'s express prior written consent= Be ntLeye Sustaining Infrastructure Transit Communications Land Development o Traffic Review Status o Fire Review Status o Storm Water Review Status o GIS Review Status o Drawing Type • One (1) Planning - Workflow class and template as defined in Appendix A for Planning Department with twelve department reviewers • Fourteen (14) Skills for the workflow tasks (Intake Coordinator, Lead Reviewer, twelve departments) • Three (3) Security Roles (Read Only, Reviewer, Administrator) • eB Workflow emails enabled for Work Exchange and Work Task Skill notification • Configure the Document class to automatically initiate the workflow when an eB document is created • Configure an eB Report to list status of Plan Set and Sheet documents based on workflow tasks Note: If a workflow assignee cannot complete their work task, a user with the correct permission will manually use the out-of-the-box functionality to change the work task assignee to allow for completion of the task. 2.4 Customization/Tailoring The following areas have been identified where eB will need further tailoring or customizations to meet City of Corpus Christi's business requirements. Customization will be done off-site by Bentley's Solution Center. If more customizations are identified during the design phase, Bentley will follow its change management procedure to change the scope of the project and adjust the pricing accordingly, for approval by City of Corpus Christi. • Provide one (1) SQLServer Reporting Service (SSRS) report with graphical indicators, based upon the Plan Set and Sheet eB Report data • Extract files from submitted zip files • Ability to Bulk update attributes for a Plan Set • Email plan review status to Applicant 2.5 Integration Bentley consultant(s) will develop an integration between eB and Infor's Hansen v8.3 permitting system. The most appropriate method of interfacing with these systems will be determined and defined in the Statement of Work document which shall be approved by City of Corpus Christi. Bentley will then develop and test this interface and deliver to City of Corpus Christi. The integration will provide the following key features: • Have the eB Plan Review website be invoked from the Hansen v8.3 Dynamic Portal (with applicable permit number) July 23, 2014 5 The rrforrrwtion ca tamed in this proposal is proprietor},, of 8errtkEy. This rnforrratfon is not to bae diselosed to may third party without Bentley's express prior written consent Be ntLeye Sustaining Infrastructure Transit Communications Land Development • eB Plan Review website to allow applicant to upload plan set of documents related to the permit number • At conclusion of specific plan set review milestones in eB (as illustrated in the Appendix A workflows), the Hansen system will be provided the review status notification 2.6 Acceptance testing The following tests will be performed to verify that the system meets the criteria and design defined in the Statement of Work document: • Unit testing will be performed by Bentley consultants and developers as they work on configuration and development tasks. • Factory testing will be performed by Bentley to ensure proper integration of all components. • Site Acceptance testing will be performed by Bentley, on-site on City of Corpus Christi's test environment, and witnessed by City of Corpus Christi. • Testing will be done against the Statement of Work document. If separate test plan and test scripts are required then Bentley will follow its change management procedure to change the scope of the project and adjust the pricing accordingly, for approval by City of Corpus Christi. 2.7 Training End-user training Bentley proposes end user training will utilize the "train -the -trainer" approach, where Bentley provides training to City of Corpus Christi's Trainer(s) and guidance for the City of Corpus Christi to create custom training materials and other handouts. These services will be accomplished during a one week onsite visit. 2.8 Project Deliverables and Acceptance As a part of this eB deployment, Bentley will deliver the following: Item # Deliverable Description Responsible Role Supporting Role Deliverable Acceptance P-1 Project Plan A document describing the Project Plan. Bentley Project Manager (PM) City of Corpus Christi PM City of Corpus Christi PM P-2 Statement of Work A document identifying the details of what will be implemented , what specific eB features and functionality are to be configured, and the method of interfacing to Hansen Dynamic portal and email to Applicants. Bentley Consultant Bentley PM City of Corpus Christi PM P-3 Project Execution Plan (PEP) A document describing the way the project is executed and managed. Bentley PM City of Corpus Christi PM City of Corpus Christi PM July 23, 2014 6 The rrforrrwtion ca tairied in this proposal is proprietor},, of Eterrtkey. This rnforrratfon is not to bae diselosed any third party without Bentl'ey's express prior written consent Be ntLeye Sustaining Infrastructure Transit Communications Land Development Item # Deliverable Description Responsible Role Supporting Role Deliverable Acceptance P-4 Project Communication Plan A document identifying how communications will be managed during the project. This may be included in the PEP. Bentley PM City of Corpus Christi PM City of Corpus Christi PM P-5 Project Closeout Summary A document identifying a summary of the tasks performed throughout the project, deliverables provided, any lessons learned and any future opportunities. Bentley PM Bentley Consultant and City of Corpus Christi PM City of Corpus Christi PM P-6 Project Status Reports Document(s) listing the current status of the project, including outstanding issues, risks and other items. Bentley PM City of Corpus Christi PM City of Corpus Christi PM P-7 Meeting Agendas and Minutes Document(s) describing items to be discussed at Project Meetings (Meeting Agendas) and the results of those project meetings (Meeting Minutes). Bentley PM City of Corpus Christi PM City of Corpus Christi PM P-8 Deliverable Acceptance Form Document(s) listing the deliverables and acceptance by the City of Corpus Christi PM Bentley PM City of Corpus Christi PM City of Corpus Christi PM The City of Corpus Christi Project Manager or identified designee(s) will review and approve deliverables identified in this proposal. The deliverable acceptance process will be as follows: • When complete, Bentley shall submit final deliverables and a copy of a "Deliverable Acceptance Form" to the City of Corpus Christi Project Manager or identified designee(s), who will conduct a review to determine the deliverables' conformance with the specifications in this proposal (including, without limitation, the project approved eB Implementation Plan, Training Checklist or other project approved documentation). Upon completion of this review the City of Corpus Christi Project Manager or designee(s) will complete the Deliverable Acceptance Form indicating acceptance or rejection City of Corpus Christi, and return it to the Bentley Project Manager. • If a deliverable is neither accepted nor rejected within ten (10) business days, the deliverable will be deemed to have been accepted by City of Corpus Christi without change or comment. City of Corpus Christi may also request an extension to the ten (10) day acceptance period, which will not be unreasonably withheld by Bentley unless it affects the project schedule, which could then trigger a change request that may impact the project timeline, resources and/or cost. • If City of Corpus Christi rejects a deliverable, City of Corpus Christi will provide Bentley with a written description of why the deliverable was rejected on the Deliverable Acceptance Form. If the identified deliverable discrepancies are mutually agreed to be July 23, 2014 7 The information elan toine.d in this proposrrl is proprietary of 8errtley. This information is not to be disclosed to ony third party without Beattey's express prior written consent= Be ntLeye Sustaining Infrastructure Transit Ps Communications Land Development within the specifications of this proposal or other project approved documentation, Bentley shall rework the deliverable at its sole cost as necessary to achieve its conformance with the specifications herein. If the discrepancies are mutually agreed to be outside the specifications, City of Corpus Christi shall either accept the deliverable as - is or request a change order. If the parties cannot come to an agreement regarding the discrepancies, the issue shall be elevated to respective management teams to discuss the deliverable and project specifications in detail. Bentley will track status of all project documentation including the deliverable approval process and status. Bentley will inform City of Corpus Christi if delays are to be incurred due to deliverable acceptance documents not being signed and returned in a timely manner. Bentley will indicate, via the status report, any potential impact to the project timeline for delayed acceptance. 2.9 Schedule A schedule will be finalized to reflect specific dates and times that are mutually acceptable upon final acceptance of this proposal and the issuance of a purchase order acceptable to Bentley. To ensure that Bentley understands City of Corpus Christi's goals, Bentley shall arrange a conference call with City of Corpus Christi and the consultant(s) to review the goals and objectives and any logistics once official award is obtained. 2.10 City of Corpus Christi Staffing The following personnel will be needed from City of Corpus Christi in order to deliver the project. For more information, please see Appendix B. • Project Manager • IT and Networking staff • Key User Business Representatives 2.11 Assumptions, Limitations, Exclusions, and Constraints • City of Corpus Christi's staff will be made available, as needed, throughout the duration of this implementation. • Bentley will provide only the functionality in currently released versions of our products, unless explicitly stated otherwise within this proposal. • City of Corpus Christi will have a Bentley MANAGEservices contract in place for their test and production environments • City of Corpus Christi will provide network access and network security access to the consultants as needed to accomplish the tasks outlined in this document. • City of Corpus Christi will be responsible for any 3rd party licensing of all software per their user licensing agreements (including Brava!). Training Assumptions, Limitations, Exclusions, and Constraints • City of Corpus Christi will be required to provide the training facility including the room, hardware, software, and projector. July 23, 2014 8 The rrrformation tcintoined in this proposal is proprietary of 8errtley. This rrtforrration is not to be ,disclosed to ony third par€y without 8erpttey's express prior written consent Be ntleye Sustaining Infrastructure Transit Communications Land Development • Any issues with the training environment found to be introduced City of Corpus Christi's IT efforts (such as software installation) will be deemed a variation in project scope with Bentley resolution time based on agreed rates. 3. Pricing Bentley will provide the consulting services described in this proposal on a Fixed Fee basis. Electronic Plan Review/eB Information Manager Software Costs Airfare (round trip) Hotel/Night Food/Day eB Information Manager No Charge 3 ProjectWise InterPlot Server No Charge 17 eB QuickLinks No Charge $150 TOTAL SOFTWARE COSTS $0.00 Software Support and Hosting Bentley MANAGEservices $60,000.00 eB Information Manager SELECT $6,212.00 ProjectWise InterPlot Server SELECT $622.00 eB QuikLinks SELECT $2,071.00 Bentley CONNECTIONS Passport SELECT (61) $5,124.00 TOTAL SOFTWARE SUPPORT AND HOSTING $74,029.00 Implementation Services Fixed Fee Implementation Services (included both Planning and Permitting) $205,000.00 Travel Expense Estimate (not to exceed) $7,075.00 TOTAL IMPLEMENTATION SERVICES $212,075.00 TOTAL COST FOR ELECTRONIC PLAN REVIEW SOLUTION $286,104.00 The travel expenses are estimated as follows: Cost Estimation Travel Expenses Description Airfare (round trip) Hotel/Night Food/Day Gas, Tolls, etc. Quantity 3 17 17 17 Unit Price $800 $150 $60 $65 July 23, 2014 9 The rrforrrwtion captained in this proposal is proprietor},, of EterrtkEy. This rnforrratfon is not to bae diselosed any third party without Bentley's express prior written consent Be ntLeye Sustaining Infrastructure Transit Ps Communications Land Development Price $2,400 $2,550 $1,020 $1,105 -$87,000 Estimated Expenses Subtotal Estimated Expenses Subtotal $7,075 Services pricing includes the following: Total Project Pricing Consulting Services Subtotal $292,000 Reference Site Discount -$87,000 Estimated Expenses Subtotal $7,075 Project Total $212,075 Proposed Services Milestone Payments are: Milestone Percentage Criteria Project Start 15% When the project kick off conference call is held SOW Delivery 15% When the Statement of Work (SOW) Document is delivered to the City for review Configuration of Test Environment 15% When Bentley validates the Test environment reflects the definition defined in the SOW Document Customizations 15% When Bentley validates Customizations in the Test environment reflects the definition defined in the SOW Document Integration 15% When Bentley validates Integration in the Test environment reflects the definition defined in the SOW Document Train the Trainer 10% When Bentley provides the onsite "Train the Trainer" training Configuration of Production Environment 15% When Bentley validates the Production environment reflects the definition defined in the SOW Document for configuration, customizations and integration 4. Terms and Conditions Bentley proposes to perform the work described in this proposal under the terms and conditions of the pre-existing SELECT Program Agreement by and between Bentley and City of Corpus Christi ("Subscriber") with CLA Number 14576635 (collectively hereafter, the "SELECT Agreement"). Additionally, unless your SELECT agreement states differently: • Should you wish to proceed with this project and your company issues purchase orders: — Please email the purchase order to Randy.McDaniel@Bentley.com as indication of your acceptance to proceed with the project under the terms and conditions described in this proposal. July 23, 2014 11 The rrrfirm1147tion contained in this proposal is proprietary of Bentley. ?tris information is not to be disdosed to pm.. third °o. without &&rtrev's express prior writterr cranserpL Be ntLeye Sustaining Infrastructure Transit Ps Communications Land Development — Please complete and sign the proposal acceptance below and email it to Randy.McDaniel@Bentley.com as indication of your acceptance to proceed with the project under the terms and conditions described in this proposal. — Mail the original purchase order and signed proposal to your account manager. • Should you wish to proceed with this project and your company does not issue purchase orders: — Please complete and sign the proposal acceptance below and email it to your account manager at Randy.McDaniel@Bentley.com as indication of your acceptance to proceed with the project under the terms and conditions described in this proposal. — Please also provide a written statement to your account manager that your company does not issue purchase orders and that Bentley should accept the signed proposal as indication of your order. • Bentley will invoice consulting services based on Milestone Payment schedule. • Bentley will invoice for actual expenses (i.e. airfare, rental car, meals, accommodations, conference calls, reproductions, etc.) related to the services described in this proposal if applicable. • Applicable shipping and taxes will be invoiced and may not be included in this estimate. • Consulting days are typically eight hours each, except for travel days which may vary. The exact length of the working day will depend upon your country's regulations. • To keep scheduled project dates, Bentley must schedule resources, book travel, etc. If Subscriber reschedules services and notification of a schedule change is received less than two full calendar weeks before the originally scheduled date, Bentley reserves the right to charge, and Subscriber agrees to pay, a rescheduling/cancellation fee of Rescheduling fee per scheduled person day plus any non-refundable reasonable expenses resulting from such changes will be charged. To minimize any such charges, please advise Bentley of any changes as soon as possible. • The parties agree that if there are any additional or different terms or conditions appearing on any purchase order(s) issued to Bentley by your organization after the date of this proposal, any such additional or different purchase order terms or conditions shall not apply to the products and services described in this proposal, even if Bentley executes the purchase order and/or even if Bentley processes the order. For any of your organization's additional or different terms or conditions to be binding on the parties (whether appearing on a purchase order or otherwise), the parties agree to implement any such additional or different terms or conditions via a separate written agreement only; otherwise no such terms and conditions shall apply to the project described in this proposal. In any event, the parties agree that at all times the applicable current SELECT Agreement, as well as the terms and conditions of this proposal, shall always take precedence over any and all other documents that may pertain to this transaction, specifically including, without limitation, any terms and conditions accompanying your organization's purchase order(s), whether accepted by Bentley or not in accordance with this paragraph. • The scope of services in this proposal is based upon information provided by Subscriber. Circumstances not contained in this information, or otherwise unknown to Bentley, may require an addition to the proposed scope of services. Moreover, any additional work July 23, 2014 10 The efil0f711Krifein c.ontoined in this proposal is proprietary of 8errtley. This information is not to be ,disclosed to ony third party without gerrtiey's express prior written consent Be ntLeye Sustaining Infrastructure Transit Communications Land Development that you may engage Bentley to execute will be subject to either a separate proposal or change control, and pricing where any discounts offered herein may not be available irrespective of whether it is completely new work or related to works delivered on the basis of this proposal. • Once you have accepted this proposal, Bentley will commence work in accordance with this proposal. If after commencement of the work described in this proposal, however, Subscriber properly opts to terminate the project in accordance with the SELECT Agreement, Subscriber will still be invoiced by Bentley for the following: — All remaining time that Bentley has worked on the project that has not yet been invoiced. — All costs already incurred by Bentley that have not yet been invoiced. — Any and all non-refundable costs for which Bentley may be liable. Pricing, terms, and conditions of this proposal are valid for 60 days from the submittal date of this document. To avoid delays in processing, please ensure the purchase order is signed, references the Bentley SELECT Program Agreement or any other contractual agreement in place, references this proposal, the Bill To address and payment terms of Net 30 Days. Credit terms are subject to approval by Bentley's credit department. Signed and Accepted: Company Name: City of Corpus Christi Printed Name: Signature: Title: Signature Date: Proposal Title: Proposal for eB Plan Review Services SELECT / CLA Number: 14576635 Opportunity Number: 30387970 July 23, 2014 11 The irwforrrwtian cantoined in this proposal is proprietary of 8errtkEy. This rnforr o on is 'lotto be disclosed to any third party without Bentley's express prior written consent i BentLev,, Sustaining infrastructure Transit Power Generation Communications Cadastre Land Develoiment Mining Buildi 5. Appendix A: eB Workflow Diagrams The eB Workflow for the Permit Department template configuration is illustrated in the diagram below. Permit Dept - Submit Plan Set Drawings Workflow C Po `=' 6 Hansen Dynamic Portal Pe mit Rppli anon File Upload Submit Uploaded Files '---- eceive"Incomplete', �eceive'Updatej `. "Receive'Approved>• ResubmitErnail}l Email J Email /f \\\ L Hansen Web Server Call eB Plan _ Review eceive Ineomple[e Status (eceioe Resubm"d� Status /] (eceive Complete `I 1,\ Status ■ a ■ Hosted Web Server ■ Upload files Unzip to Web Server Submitted File CC Intake Hosted Coordinator eB Server Create Set Create Child Plan Sheet Stan Set NotifyNo Han en & Hansen ify & No Han en & 4Plan Document Documents —11.Plan ',Workflow Applicant Applicant Applicant Incom Tete Set 11 • • Validate Set Drawing Approve ♦ Com iete Plan Set ■ Type on Pian Sheets Change Required Permit Department CC Lead Reviewer(4) Reviewer Revw j Consolidate incomplete Set Markup Place Set Markups rCharges Required— ■ Review / Markup Plan Set Hansen Dynamic Portal eB Plan Review in Hansen eB Plan Review Web She eB Email System July 23, 2014 13 The irbforrmibciia co ra tarrath in this pmposul is proprfetory of ErFTrileiy. rr3 ifv.rrnotlors is n o t to kke d xelosed to any third party without Ek,rdielg exp-ress a rimer written conserrE Awvi ,.bonligy.c arra Transit Power Generation Communications Cadastre Land Development Mining Buildi The eB Workflow for the Planning Department template configuration is illustrated in the diagram below. Planning Dept - Plan Set Drawings Workflow 1, (D Q G Hansen Dynamic Portal Pe mit Appli anon File Upload Submit Uploaded Files i eceive `Incomple-t Receive'Update) Receive'Approved'1 Email Resubmit' EmaiV Email /J a . r Hansen Web Server ceive Department /// ```���Complete Status Call eB Plan _ Review eteive I comple Status Receive Resubmit Status Receive Complete A Status ■ Hosted Web Server Upload files Unzip to Web Server Submitted File Hosted eB Server • Create Plan Set Document Create Child Plan Sheet Documents —fp St rt Set Workflow No ifyNo Han en & Applicant ify Han en & Applicant No Hansen Applicant dy Incomplete SeY-411I 4 CC Intake Coordinator Vali ate Set Drawing J Approve Com tete Plan Set Type on Plan Sheets 'Change Required Permit CC Lead Reviewer Review 1 Consolidate Incomplete Markup Plan Set Markups Department Reviewer(n) I—Changes Required Review Markup Flan Set Hansen Dynamic Portal eB Plan Review in Hansen eB Plan Review Web Site eB Email System July 23, 2014 14 The irtfpm-r b -on ntainecil in this prAriosal isrpraprreoryof&'errtley? T.prjiifommitoirsnot to bye disclosed to evilergrad party without eihtley express d rmi ten ecknrenit Awvirbonlig y.carra Be ntLeye Sustaining Infrastructure Transit Ps Communications Land Development 6. Appendix B: eB Implementation Methodology Project Implementation Approach Bentley Professional Services works in strict compliance with our project management methodology, the Bentley Solutions Methodology (BSM). BSM supports Bentley's mission to provide world-class value in technology, products, and services. BSM is a compilation of Bentley's standardized processes for end-to-end Professional Services project activity, thoroughly covering project definition, execution, communication, and completion aspects. • The methodology is based on over 20 years of implementation and training services expertise within Bentley Professional Services, best industry practices, and established methodologies such as the Project Management Institute's (PMI) Project Management Body of Knowledge (PMBOK© Guide) and PRINCE2®. • BSM is scalable to the size of the project from small consultancy projects to complex system implementations. As project risk and complexity increases, so does the governance. It is part of Bentley's philosophy that no matter how large or small a project, it is implemented to the highest possible standards. • Because Bentley is a global company, BSM has been designed to be flexible enough to accommodate necessary cultural differences between countries and industries without compromising its urpose of standardization at a high level. Bentley Professional Services couples BSM with formal project delivery training, a knowledge management approach to centrally harness and share best practices and lessons learned, a Professional Services Automation approach based on standard industry systems and tools, and most important, a pool of highly skilled resources. The level of expertise in Bentley Professional Services serves to strengthen the position of our partners and the users we are privileged to serve. More specifically, BSM is not just about making you feel good and our consultants motivated — it is a highly developed set of procedures, templates and tools that guide every project from start to finish. Key elements include: • Roles are defined • Procedures and guidelines are defined for key steps in each project phase, clearly delineating roles, responsibilities, tools, and deliverables • Procedures are accompanied by templates, evaluation tools, and checklists • Workflows and escalation procedures are defined • Project management processes are defined • Documentation and communication standards are defined • BSM training is mandated and BSM compliance is audited • Knowledge is shared and grown among a globally distributed team, via a powerful, knowledge management based user interface July 23, 2014 15 The rrrfi rrrrotior7 c.on Coined in this proposal is proprietary of 8errtley. This rrrformatio i is not to be ,disclosed to ony third party without gerettey's express prior written conserrL BentLeye Sustaining Infrastructure Transit Communications Land Development Several benefits are achieved from the use of standardized methodology such as BSM, including increased efficiency, consistency, and a shortened learning curve for new colleagues. However, the primary benefit resulting from BSM is a consistent high quality in Bentley's project delivery. Bentley follows a formal project methodology to provide and implement its software solutions. Project Management is done according to the standard Bentley Solutions Methodology (BSM) which is summarized below: BSM Project Implementation Project Close Project Startup Project Execution Internal Kickoff Meeting External Kickoff Meeting Prepare Project Execution Man Obtain User Approval and Finalize Execution Plan Draft Execution Plan Final Execution Plan Project Monitoring Internal Closeout Meeting External Closeout Meeting User Satisfaction Review Review Results of Closeout Meetings and Satisfaction Review Software Delivery Project Close Review Document Project Closeont Report Consultancy Delivery Training Delivery July 23, 2014 16 The irfomiation contained in this proposal is proprietor), of 8errtkey. This rnforrratfon is not to bte trsdosed any third party without Bentley's express polar written consent Be ntLeye Sustaining Infrastructure Transit Ps Communications Land Development BSM allows Bentley to execute and complete implementation projects with: • Clear objectives, deliverables and timelines • A clear review process • Clear allocation and protection of resources • The use of best practices to ensure the fastest possible project delivery, solutions quality and overall robustness of the implementation • Constant and consistent management control • On-time project completion • World-class quality results every time Roles in Project Execution City of Corpus Christi Executive Sponsor The Executive Sponsor is the user "champion" of the Implementation Project and is also usually the Executive who has the budget and signing authority for the project. The Executive Sponsor would be involved at key communication meetings during the implementation and at regular briefing and steering committee meetings. City of Corpus Christi Project Manager This Project Manager manages the project from the user side, and works closely with the Bentley Project Manager. He or she would be involved in every aspect of the implementation, so would have a significant time commitment to the project. City of Corpus Christi Business Representatives (the Core Team) These representatives, assigned from the affected User departments, provide input to the Solution Document and participate in Training and Design StudySessions. They typically become the champions of the new system and play a significant role in communications, training and support. City of Corpus Christi IT/MIS Representatives These representatives from the user's MIS or IT department will be involved during the software installation planning, preparation, platform configuration, system administration training, workstation installations and production rollout. It is Bentley's goal to transfer sufficient technical knowledge to the user's IT group in order for them to be completely self-sufficient in their ability to install, configure and troubleshoot the solution. City of Corpus Christi System Administrator The System Administrator is responsible for maintaining and updating the configuration of the Bentley system after the project team has completed the initial configuration. The configuration may consist of, but is not limited to, data model, users and groups, input and output devices, security, and file systems. The system administrator is typically a full time member of the project team for the duration of the project. Bentley Project Manager This Project Manager (PM) manages the project on behalf of Bentley to ensure that a solution is delivered to agreed-upon requirements, time scales, budgets and standards. The PM is July 23, 2014 17 The efil0M1417ff011 contained .in this proposal is proprietary of Bentley. This information is not to be disclosed to any third' party without Bentley's express prior written consera Be ntLeye Sustaining Infrastructure Transit Communications Land Development responsible for all communication between Bentley and the customer, as well as for all planning, budgetary control, resource allocation and any other implementation issues. Bentley Consultants The Business Consultant will primarily be responsible for all activities relating to the design analysis and definition of the solution. A Solution Description document is produced by the consultant, which defines the user's requirements and solution design. Bentley Technical Engineers (Tech) The Technical Engineer is responsible for installation and configuration of the Bentley product(s) and the database on a given network according to an Implementation Checklist. Where customization or program modifications are required, Technical Engineers will perform these functions. Bentley Trainer The Trainer is responsible for providing product and solution training to the project team as well as advice and assistance on training the user population. Bentley can be contracted to provide training to all users, if desired, but many users prefer the "train -the -trainer" approach. July 23, 2014 18 The rrforrrwtion ca tamed in this proposal is proprietor},, of EterrtkEy. This rnforrratfon is not to bae diselosed any third party without Bentley's express prior written consent About Bentley Bentley is the global leader dedicated to providing comprehensive software solutions for sustaining infrastructure. Architects, engineers, constructors, and owner -operators are indispensable in improving our world and our quality of life; the company's mission is to improve the performance of their projects and of the assets they design, build, and operate. Bentley sustains the infrastructure professions by helping to leverage information technology, learning, best practices, and global collaboration — and by promoting careers devoted to this crucial work. Founded in 1984, Bentley has more than 2,800 colleagues, offices in more than 50 countries, annual revenues surpassing $500 million, and since 1993, has invested more than $1 billion in research, development, and acquisitions. Nearly 90 percent of the Engineering News -Record Top Design Firms are Bentley subscribers, and a 2008 Daratech study ranked Bentley as the world's #2 provider of geospatial software solutions. For more information, visit www.bentley.com or call 1 -800 -BENTLEY. July 23, 2014 Contact Bentley Bentley Worldwide Headquarters 685 Stockton Drive Exton, PA 19341, United States 1 -800 -BENTLEY (1-800-236-8539) Outside the United States +1610-458-5000 Bentley EMEA Bentley Systems International Limited 2 Park Place Upper Hatch Street Dublin 2 Ireland Phone: +353 1 436 4600 Fax: +353 1 416 1261 Bentley Asia Bentley Systems Beijing Co., Ltd. Unit 1402-06, Tower 1 China Central Place, Beijing 100025 China (+86) 10 5929 7000 19 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of January 13, 2015 Second Reading for the City Council Meeting of January 20, 2015 DATE: December 1, 2014 TO: Ronald L. Olson, City Manager FROM: Daniel Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Closing a portion of a utility easement out of a part of Lots 1 & 2, Cabaniss Acres No. 2 CAPTION: Ordinance abandoning and vacating an 8,598 -square foot portion of an existing 10 -foot wide utility easement out of a part of Lots 1 & 2, Cabaniss Acres No. 2, located west of the Ayers Street public right-of-way, and north of the Saratoga Boulevard (SH 357) right-of-way; and requiring the owners, Ernesto & Vienna Flores, to comply with the specified conditions. PURPOSE: The purpose of this item is to eliminate the 10 -foot utility easement and allow for the future development of the subject property. BACKGROUND AND FINDINGS: Ernesto & Vienna Flores (Owners) are requesting the abandonment and vacation of the existing 10 -foot wide utility easement which traverses part of Lots 1 & 2, Cabaniss Acres No. 2, located west of the Ayers Street public right-of-way, and north of the Saratoga Boulevard (SH 357) right-of-way. The abandonment and vacation of the utility easement is being requested by the Owners in conjunction with the future development of the subject property. Staff recommends that payment of fair market value be waived in accordance with City Code of Ordinance Section 49-13. The Owner will be replatting said property and upon replatting will be dedicating a utility easement to off -set the requested abandonment. The owner has been advised of and concurs with the specified conditions of the Ordinance in regards to the easement dedication and the recording and filing of the ordinance. The Owner must also comply with all the specified conditions of the abandon and vacate ordinance within 180 days of Council approval. ALTERNATIVES: Denial of the utility easement closure. This action will, adversely impact the Owner's ability to move forward with future development of the subject property. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: These requirements are in compliance with the City Code of Ordinances, Section 49-12 and 49-13. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies had any facilities, or objections regarding the proposed utility easement abandonment. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of the easement closure. The Owners must comply with all the following specified conditions of the easement closure ordinance: a. Owner must dedicate new utility easements of equal or greater value than the property being released by the City in this easement closure action, in accordance with City of Corpus Christi, Code of Ordinance Section 49-12, within 180 days of Council approval so that the requirement of paying fair market value for the property can be waived. b. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. c. Prior to the approval of the building permit and the permitting of any construction on the affected property, the Owners must submit up-to-date surveys, abstracted for all easements and items of record, to the Director of Development Services, or his designee. d. Owners must comply with all specified conditions of the ordinance within 180 days of City Council approval. e. Failure to comply with all the conditions outlined in this Ordinance within the specified time frame will hereby make the Ordinance null and void. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Ordinance abandoning and vacating an 8,598 -square foot portion of an existing 10 -foot wide utility easement out of a part of Lots 1 & 2, Cabaniss Acres No. 2, located west of the Ayers Street public right- of-way, and north of the Saratoga Boulevard (SH 357) right-of-way; and requiring the owners, Ernesto & Vienna Flores, to comply with the specified conditions. WHEREAS, Ernesto & Vienna Flores ("Owners") have requested the abandonment and vacation of the existing 10 -foot wide utility easement which traverses part of Lots 1 & 2, Cabaniss Acres No. 2; WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate an 8,598 -square foot portion of an existing 10 -foot wide utility easement, subject to compliance by the Owners with the conditions specified in this ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Pursuant to the request of Ernesto & Vienna Flores, ("Owners"), an 8,598 - square foot portion of an existing 10 -foot wide utility easement out of a part of Lots 1 & 2, Cabaniss Acres No. 2, located west of the Ayers Street public right-of-way, and north of the Saratoga Boulevard (SH 357) right-of-way, as recorded in Volume 41, Page 164, and Volume 43, Page 64, of the Official Deed and Map Records of Nueces County, Texas, is abandoned and vacated by the City of Corpus Christi ("City"), subject to the Owners' compliance with the conditions specified in Section 2 of this ordinance. Exhibit "A," which is a metes and bounds description of the subject portion, and Exhibit "B," which is a field notes map, are attached to and incorporated in this ordinance by reference as if each were fully set out herein in their entireties. SECTION 2. The abandonment and vacation of the utility easement described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. Owner must dedicate new utility easements of equal or greater value than the property being released by the City in this easement closure action, in accordance with City of Corpus Christi, Code of Ordinance Section 49-12, within 180 days of Council approval so that the requirement of paying fair market value for the property can be waived. b. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. c. Prior to the approval of the building permit and the permitting of any construction on the affected property, the Owners must submit up-to-date surveys, abstracted for all easements and items of record, to the Director of Development Services, or his designee. d. Owners must comply with all specified conditions of the ordinance within 180 days of City Council approval. e. Failure to comply with all the conditions outlined in this Ordinance within the specified time frame will hereby make the Ordinance null and void. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED this the ATTEST: Rebecca Huerta City Secretary day of , 20 Nelda Martinez Mayor MURRAY BASS, JR., P.E., R.P.L.S. NIXON M. WELSH, P.E., R.P.L.S. www.bass-welsh.com e-mail: nixmw(&aol.com BASS & WELSH ENGINEERING TX Registration No. F-52 Survey Registration No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 August 11, 2014 3054 S. ALAMEDA, ZIP 78404 361 882-5521— FAX 361 882-1265 e-mail: murrayjr(aaol.com Field Note Description Being an easement situated in Nueces County, Texas, over and across portions of Lot 1 and Lot 2, Cabaniss Acres No. 2 as shown on the maps thereof recorded in Volume 41 at Page 164, and Volume 43, Page 64, respectively, of the Map Records of Nueces County, Texas and being more particularly described by metes and bounds as follows: BEGINNING at the southeast corner of the heretofore referenced Lot 1, Cabaniss Acres No. 2 for the most southerly southeast corner of this tract; THENCE N 61°49'30" W along the south line of Lot 1 at 212.59 feet pass the southwest corner of Lot 1 and the most southerly southeast corner of Lot 2, Cabaniss Acres No. 2 and in all a distance of 697.31 feet to the southwest corner of Lot 2; THENCE N 28°38'00" E along the west line of Lot 2, a distance of 162.56 feet to a point for the most northerly northwest corner of this tract, said point lying in the south boundary of an existing 10 foot wide utility easement; THENCE S 61°51'26" E along the south boundary of said 10 foot utility easement, a distance of 10.00 feet to a point in the east boundary of the existing 10.0 foot wide utility easement for the northeast corner of this tract; THENCE S 28°38'00" W 10.0 feet east of and parallel to the west line of Lot 2, along the margin of the existing 10.0 utility easement a distance of 152.56 feet to a point for an interior corner of this tract and a corner of the existing 10.0 foot utility easement; THENCE S 61°49'30" E al0.0 feet north of and parallel to the south line of Lot 2 at 484.00 feet pass the west boundary of Lot 1 and in all a distance of 687.24 feet to a point in the east boundary of Lot 1 and the west right-of-way line of Ayers Street for the most northerly southeast corner of this tract; THENCE S 28°13'16" W along the east boundary of Lot 1 and the west right-of-way line of Ayers Street, a distance of 10.00 feet to the POINT OF BEGINNING forming a tract embracing 8,598 square feet (0.197 acres).. ray Bass, R. P. L. S. Note: Basis of Bearing is the south line of Lot 2, Cabaniss Acres No. 2, as shown on the plat thereof MBJ:sab 14040 -Field Note Desc.doc EXHIBIT A Page 1 of 1 0 0 O S61'51'26"E ,00'0 L M„91. l .BZS AY AS STH 0 POINT OF BEGINNING 15 UE TO BE DEDICATED NW 3 cL. CO 0 OCC ot J ©0 < (n> lil F m O 00 '- AZO Z W U W \ M„00,82.8ZS\\ \\\\\\\\\\\\\\\\\\\\\\\\\` ,95'Z9 L 1„00,82.9ZN ADDITIONAL 'Z5l W 02 0 011_12 ~ Q W Q :::000.111.1111° 8898Z0800Z#004 3fl ,OZ W cc 0 J• U 0 N W ck3W %— < Q 6 (I) V) 0 v) J co U 0 0Y LU Q w I— < 0Cf)b Q 2EuoQOU)UU J Q 0 D 00 rON) w (n Cr) CD m W 1.0 O Q' QD 0 Q00CO cs CD 0 W W N CO CC 0 Q I— 0 CROSSTOWN I XPRI SSWAY (SH 2E36) J EXHIBIT B 0 0 .0 L d • • N Q> • 0 a) x O � Z o.=�� W to cnE I N cn c N CO UCO N T C O 0 Ore wto vJ C) vv qa Right -of -Way Closure West of Ayers St. and East of Hwy. 286 (Crosstown) AGENDA MEMORANDUM First Reading Ordinance the City Council Meeting of January 13, 2015 Second Reading Ordinance for the City Council Meeting of January 20, 2015 DATE: November 5, 2014 TO: FROM: Ronald L. Olson, City Manager Emily Martinez (361) 882-7448 emartinez@ccredc.com Type A Grant for CC Cold Storage, LLC and South Texas Cold Storage, LLC CAPTION: Ordinance Approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and CC Cold Storage, LLC and South Texas Cold Storage, LLC ("Cold Storage") to provide a grant of up to $265,000, for the creation of jobs and authorizing the City Manager, or designee, to execute a Business Incentive Project Service Agreement with the Type A Corporation regarding implementation and administration of the Cold Storage Business Incentive Agreement for the creation of jobs; and appropriating $265,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund for said business incentive grant from the Type A Corporation to Cold Storage; and changing the FY 2014-2015 operating budget, adopted by Ordinance No. 030294, by increasing expenditures by $265,000. PURPOSE: Cold Storage will invest in their cold storage facility on McBride Lane and create and retain jobs in Corpus Christi. They will invest $1,500,000 and create five full-time jobs and retain six full- time jobs with an annual payroll of $399,360. BACKGROUND AND FINDINGS: Without a new owner the cold storage facility had been slated for closing. CC Cold Storage and South Texas Cold Storage purchased the building and will upgrade the facility to attract more business. Several major local food companies use this facility. Had it been allowed to close, the closest cold storage facility for Corpus Christi regional vendors would be in the Valley or San Antonio. The Port's cold storage facility was sold and converted into a warehouse. Cold Storage capital outlays will include refrigeration upgrades that will allow it to service more food products due to the colder temperatures. ALTERNATIVES: The company is not eligible for any other incentives. OTHER CONSIDERATIONS: Cold Storage has been a fixture in this community. This grant will be used to invest in their facility and the retention and creation of jobs. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to expand and thrive in Corpus Christi. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Engineering 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 265,000 265,000 Encumbered / Expended Amount This item 265,000 265,000 BALANCE 0 0 Fund: Type A 1140 RECOMMENDATION: Staff recommends approval of the Type A Grant to Cold Storage in the amount of $265,000 for improvements to their cold storage facility and the creation and retention of jobs. LIST OF SUPPORTING DOCUMENTS: Type A Agreement Project Service Agreement Page 1 of 3 Ordinance Approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and CC Cold Storage, LLC and South Texas Cold Storage, LLC ("Cold Storage") to provide a grant of up to $265,000, for the creation of jobs and authorizing the City Manager, or designee, to execute a Business Incentive Project Service Agreement with the Type A Corporation regarding implementation and administration of the Conexia Business Incentive Agreement for the creation of jobs; and appropriating $265,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund for said business incentive grant from the Type A Corporation to Cold Storage; and changing the FY 2014-2015 operating budget, adopted by Ordinance No. 030294, by increasing expenditures by $265,000. Whereas, the 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 Cold Storage for the creation of at least five full-time jobs and the retention of at least six full-time jobs an average annual salary of at least $29,950 over a five year period will best satisfy this goal; Whereas, City Council deems that it is the best interest of the City and citizens to approve the business incentive agreement for creation of jobs between the Type A Corporation and Cold Storage; Whereas, there is a need for a business incentive project service agreement between the City and the Type A Corporation for the implementation and administration of the business incentive agreement for the creation of jobs between the Type A Corporation and Cold Storage. Now, therefore, be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the business incentive agreement for the creation of jobs between the Type A Corporation and Cold Storage that provides for the creation and the retention of jobs within the City of Corpus Christi, is approved. SECTION 2. That the City Manager, or designee, is authorized to execute a project service agreement between the City and Type A Corporation for the implementation and administration of the business incentive agreement with Cold Storage, which is attached to this ordinance as Exhibit A. ORDINANCE - Cold Storage Page 2 of 3 SECTION 3. That $265,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund is appropriated for a business incentive grant from the Type A Corporation to Conexia for the creation of jobs. SECTION 4. That Ordinance No. 030294, which adopted the FY 2014-2015 Operating Fund, is changed to increase proposed expenditures in the No. 1140 Business/Job Development Fund by $265,000 for a business incentive grant from the Type A Corporation to Cold Storage for the improvements to their meat processing facility and the creation of jobs. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor APPROVED: day of , 2015. Corpus Christi, Texas That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2015, by the following vote: Nelda Martinez Brian Rosas Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Lucy Rubio Mark Scott Chad Magill ORDINANCE - Cold Storage Page 3of3 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 Brian Rosas Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Lucy Rubio Mark Scott Chad Magill PASSED AND APPROVED, this the day of , 2015. ATTEST: Rebecca Huerta City Secretary ORDINANCE - Cold Storage Nelda Martinez Mayor BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND CORPUS CHRISTI COLD STORAGE, LLC FOR CREATION AND RETENTION OF JOBS This Business Incentive Agreement for Capital Investments and the Creation and Retention of Jobs ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and South Texas Cold Storage, LLC, ("South Texas Cold Storage"), a Texas limited liability corporation, and Corpus Christi Cold Storage, LLC, ("CC Cold Storage"), a Texas limited liability corporation. WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, Section 504.002 et seq, ("the Act"), empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City") passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, the 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 October 18, 2010, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council approved on November 9, 2010; WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, CC Cold Storage will purchase the cold storage facility located at 260 McBride Lane and refurbish it to reduce to storage temperature to be able to handle more and different products; WHEREAS, CC Cold Storage and South Texas Cold Storage proposes to invest approximately $1,500,000 over a five year period; Page 1 of 9 Type A Business Incentive Jobs Creation and Retention Agreement 09 05 14 WHEREAS, CC Cold Storage holds legal title to the real property on which South Texas has their facilities and business operations located within the City and has a binding lease agreement with South Texas for South Texas's use of said real property; WHEREAS, CC Cold Storage and South Texas Cold Storage propose to invest approximately $1,500,000 to expand the existing cold storage facilities over a five year period, including furniture, fixtures, and equipment; WHEREAS, on August 11, 2014 the Board determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to CC Cold Storage and South Texas Cold Storage, through this Agreement with CC Cold Storage and South Texas Cold Storage, to be used by CC Cold Storage and South Texas Cold Storage to refurbish the cold storage facility and will result in the creation of five full-time jobs and the retention of six existing full-time jobs, with an estimated annual average salary of $24,960. In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and CC Cold Storage and South Texas Cold Storage agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement. 2. Term. The term of this Agreement is for five years beginning on the effective date. 3. Performance Requirements and Grants. The Performance Requirements and Grants are listed in Exhibit A, which is attached to and incorporated into this Agreement. 4. Job Creation Qualification. a. In order to count as a created job under this Agreement, a "job" must be as defined in the Type A Guidelines as a full-time employee, contractor, consultant, or leased employee who has a home address in the Corpus Christi MSA. b. CC Cold Storage and South Texas Cold Storage agree to confirm and document to the Corporation that the minimum number of jobs created as a result of funding provided by this Agreement is maintained throughout the term by the Business. c. CC Cold Storage and South Texas Cold Storage agree to provide Corporation with a sworn certificate by authorized representatives of each business assisted under this Agreement certifying the number of full-time permanent employees employed by the business. d. CC Cold Storage and South Texas Cold Storage shall ensure that the Corporation is allowed reasonable access to personnel records of the businesses assisted under this Ag reement. Page 2 of 9 Type A Business Incentive Jobs Creation and Retention Agreement 09 05 14 5. Utilization of Local Contractors and Suppliers. CC Cold Storage and South Texas Cold Storage agrees to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business, with a goal of 50% of the total dollar amount of all construction contracts and supply agreements being paid to local contractors and suppliers. For the purposes of this section, the 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. CC Cold Storage and South Texas Cold Storage agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of CC Cold Storage to comply with the Local Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if CC Cold Storage and South Texas Cold Storage is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder. 6. Utilization of Disadvantaged Business Enterprises ("DBE). CC Cold Storage and South Texas Cold Storage agrees to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women -owned business enterprises and historically -underutilized business enterprises. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another govemmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. CC Cold Storage and South Texas Cold Storage agrees to a goal of 30% of the total dollar amount of all construction contracts and supply agreements being paid to disadvantaged business enterprises, with a priority made for disadvantaged business enterprises which are local. CC Cola Storage and South Texas Cold Storage agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of CC Cold Storage and South Texas Cold Storage to comply with the DBE Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if CC Cold Storage and South Texas Cold Storage is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder. For the purposes of this section, the term "local" as used to describe contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women -owned business enterprises and historically -underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. 7. Living Wage Requirement. In order to count as a permanent full-time job under this agreement, the job should provide a "living wage" for the employee. The target living wage under this agreement is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. Page 3of9 Type A Business Incentive Jobs Creation and Retention Agreement 09 05 14 8. Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its employees during the term of the Agreement. 9. Warranties. CC Cold Storage and South Texas Cold Storage warrants and represents to Corporation the following: a. CC Cold Storage and South Texas Cold Storage is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. CC Cold Storage has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. CC Cold Storage and South Texas Cold Storage 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. CC Cold Storage and South Texas Cold Storage has received a copy of the Act, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The person executing this Agreement on behalf cf CC Cold Storage and South Texas Cold Storage is duly authorized to execute this Agreement on behalf of CC Cold Storage and South Texas Cold Storage. f. CC Cold Storage and South Texas Cold Storage does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, CC Cold Storage and South Texas Cold Storage is convicted of a violation under §U.S.C. Section 1324a(f), CC Cold Storage and South Texas Cold Storage shall repay the payments received under this Agreement to the City, with interest at the Wall Street Joumal Prime Rate, not later than the 120th day after the date CC Cold Storage and South Texas Cold Storage has been notified of the violation. 10. Compliance with Laws. During the Term of this Agreement, CC Cold Storage and South Texas Cold Storage shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 11. Non -Discrimination. CC Cold Storage and South Texas Cold Storage covenants and agrees that CC Cold Storage and South Texas Cold Storage will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the Page 4 of 9 Type A Business Incentive Jobs Creation and Retention Agreement 09 0514 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. 12. Force Majeure. If the Corporation or CC Cold Storage and South Texas Cold Storage 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 CC Cold Storage and South Texas Cold Storage 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. 13. Assignment. CC Cold Storage and South Texas Cold Storage 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. 14. Indemnity. CC Cold Storage and South Texas Cold Storage covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees') against all liability, dc.mage, 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 CC Cold Storage and South Texas Cold Storage 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. CC Cold Storage and South Texas Cold Storage 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. 15. Events of Default by CC Cold Storage and South Texas Cold Storage. The following events constitute a default of this Agreement by CC Cold Storage and South Texas Cold Storage: a. The Corporation or City determines that any representation or warranty on behalf of CC Cold Storage and South Texas Cold Storage 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; Page 5 of 9 Type A Business Incentive Jobs Creation and Retention Agreement 09 05 14 b. Any judgment is assessed against CC Cold Storage and South Texas Cold Storage or any attachment or other levy against the property of CC Cold Storage and South Texas Cold Storage with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. CC Cold Storage and South Texas Cold Storage makes an assignment for the benefit of creditors. d. CC Cold Storage and South Texas Cold Storage files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. If taxes owed by CC Cold Storage and South Texas Cold Storage become delinquent, and CC Cold Storage and South Texas Cold Storage fails to timely and properly follow the legal procedures for protest or contest. f. CC Cold Storage and South Texas Cold Storage changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. g. CC Cold Storage and South Texas Cold Storage fails to comply with one or more terms of this Agreement. 16. Notice of Default. Should the Corporation or City determine that CC Cold Storage and South Texas Cold Storage is in default according to the terms of this Agreement, the Corporation or City shall notify CC Cold Storage and South Texas Cold Storage in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for CC Cold Storage and South Texas Cold Storage to cure the event of default. 17. Results of Uncured Default by CC Cold Storage and South Texas Cold Storage. 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 CC Cold Storage and South Texas Cold Storage, 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. CC Cold Storage and South Texas Cold Storage shall immediately repay all funds paid by Corporation to them under this Agreement. b. CC Cold Storage and South Texas Cold Storage shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by CC Cold Storage and South Texas Cold Storage of all sums due, the Corporation and CC Cold Storage and South Texas Cold Storage shall have no further obligations to one another under this Agreement. Page 6 of 9 Type A Business Incentive Jobs Creation and Retention Agreement 09 05 14 18. 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 CC Cold Storage and South Texas Cold Storage's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time CC Cold Storage and South Texas Cold Storage 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. 19. CC Cold Storage and South Texas Cold Storage specifically agrees that Corporation shall only be liable to CC Cold Storage and South Texas Cold Storage for the actual amount of the money grants to be conveyed to CC Cold Storage and South Texas Cold Storage, and shall not be liable to CC Cold Storage and South Texas Cold Storage for any actual or consequential damages, direct or indirect, interest, attomey fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from CC Cold Storage and South Texas Cold Storage to be accompanied by all necessary supporting documentation. 20. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. Page 7 of 9 Type A Business Incentive Jobs Creation and Retention Agreement 09 0514 21. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: CC Cold Storage and South Texas Cold Storage: Corpus Christi Cold Storage, LLC Attn: Butch Pool 260 McBride Lane Corpus Christi, Texas 78408 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 22. Incorporation of other documents. The Type A Guidelines, as amended, are incorporated into this Agreement. 23. 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. 24. Relationship of Parties. In performing this Agreement, both the Corporation and CC Cold Storage and South Texas Cold Storage 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. 25. 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 temis and provisions of this Agreement. Page 8 of 9 Type A Business Incentive Jobs Creation and Retention Agreement 09 05 14 26. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 27. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 28. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and CC Cold Storage and South Texas Cold Storage. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 29. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. (Remainder of this page intentionally left blank) Page 9 of 9 Type A Business Incentive Jobs Creation and Retention Agreement 09 05 14 Corpus Christi Business & Job Development Corporation By: Bart Braselton President Date: Attest: By: Rebecca Huerta Assistant Secretary Corpus Christi Cold,8for e, LL By: South Texas Cold Storage, LLC Corbett Pool Mana ' g11/1 mber Date: / / /,7 THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on /14W7,7.1204 /9"1/4 , 2014, by Corbett Pool, Managing Member, for Corpus Christi Cold Storage, LLC and South Texas Cold Storage, LLC on behalf of the corporation. f otary Public State of Texas Page 10 of 9 Type A Business Incentive Jobs Creation and Retention Agreement 09 05 14 EXHIBIT A PERFORMANCE MEASURES AND CORPORATION GRANTS 1. CC Cold Storage and South Texas Cold Storage shall invest at least $1,500,000 to [purpose], over a [# of years] year period. CC Cold Storage and South Texas Cold Storage shall further, over the term of this Agreement, create [# of created jobs] full-time jobs and retain [# of retained jobs] full-time jobs, with an average annual salary of $[amount] as described in the schedule below. Year Number of New Jobs Number of Retained Jobs Annual Payroll Capital Investment 1 0 6 149,760 2 0 6 149,760 500,000 3 1 7 174,720 500,000 4 2 9 224,640 500,000 5 2 11 274,560 0 a. Grants, not to exceed $53,000 per year and a cumulative total of $265,000 over five years, are available on a per job created/retained basis. b. Should the Company fall below the Performance Standards in any one year, the Company shall receive a reduced percentage of the Cash Incentive in effect that year. Such reduction will be in that percentage equal to the percentage the Company's performance falls below the Performance Standards. However if the Company falls below 70% then there is no payment for that year. By way'pf example only 'assurne;1 i.`tial Cash Incentive payment is required in the fifth year of this Agreement and the:, erforrpance Standards have not been reached. For the purposes Qf"calculating'th'ts redhead cash Incentive, it is agreed that $2,120 of yearly incentive amount, or,...4%. ;gf the'IC40.,incentive is being given premised on the payroll requirements of this Agreement and $50,880 of yearly incentive amount or 96% is attributable to the capital investment requirements. The reduced Cash Incentive shall be calculated as follows: Annual payroll commitment: 2nd year: 2nd year actual: Percent of Total $274,560 $219,648 4% 5th year incentive calculation: Reduced Cash Incentive calculation: 4% x 80% x $53,000 = $1,696 Total Cash Incentive Annual Investment commitment: 2nd year: 2nd year actual: Percent of Total $1,000,000 $800,000 96% Economic Incentive Calculation: 80% x 96% x $53,000 = $40,704 $1,696 + $40,704 = $42,400 A-1 Type A Business Incentive Agreement Corpus Christi Cold Storage 09 09 14.docx In the 5th year, the Company would receive a reduced Cash Incentive of $138,900 from the Corporation for not meeting the performance goals for annual payroll requirements. 2. The Corporation will award a grant to CC Cold Storage and South Texas Cold Storage based on the formula above, payable not later than June 15 of each year if CC Cold Storage and South Texas Cold Storage makes the required capital investment in buildings, furniture, fixtures and equipment, retains the minimum number of in the preceding year described in paragraph 1 above (collectively, the "annual performance benchmarks"). 3. CC Cold Storage and South Texas Cold Storage will display signage that states that they are recipients of Type A funding. This signage will be provided to CC Cold Storage and South Texas Cold Storage by the Board and will be displayed in a location that is visible to a visitor to their facility. A-2 Type A Business Incentive Agreement. Corpus Christi Cold Storage 09 09 14 BUSINESS INCENTIVE PROJECT SERVICE AGREEMENT This Business Incentives Project Service Agreement ("Project Service Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and the City of Corpus Christi, Texas ("City"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle 01, Title 12, Texas Local Government Code ("the Act"), empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one- eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Type A Corporation's Board of Directors ("Board"); WHEREAS, the Type A Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on October 18, 2010, which the City Council approved on November 9, 2010; WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Type A Corporation; WHEREAS, South Texas Cold Storage LLC and Corpus Christi Cold Storage LLC ("Cold Storage") has submitted a proposal to the Type A Corporation for a $265,000 grant for the creation and retention of jobs at their cold storage facility; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas, to fund Cold Storage's creation and retention jobs; and WHEREAS, the Type A Corporation and Cold Storage have executed a business incentives agreement for the creation of jobs related to Cold Storage's cold storage facility. In consideration of the covenants, promises, and conditions stated in this Project Service Agreement, the Type A Corporation and the City agree as follows: 1. Project Service Agreement to Implement Business Incentives Agreement. This Project Service Agreement between the City and the Type A Corporation is executed to implement the Business Incentive Agreement for the Creation of Jobs between the Type A Corporation and Cold Storage related to their cold storage facility in Corpus Christi ("Business Incentive Agreement"). Page 1 of 3 Business Service Agreement - Cold Storage 2. Term. The term of this Project Service Agreement runs concurrently with the term of the Business Incentive Agreement. 3. Services to be Provided by City. a. The City Manager or designee shall administer funding on behalf of the Type A Corporation. b. The City Manager or designee shall perform contract administration responsibilities outlined in the Business Incentive Agreement for the Type A Corporation. 4. Appropriation of Funds. Any future payments by the City are subject to appropriation of funds by City Council. 5. Effective Date. The effective date of this Project Service Agreement is the same date as the Business Incentive 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 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 remainder of this page intentionally left blank. Page 2 of 3 Business Service Agreement - Cold Storage The City of Corpus Christi Corpus Christi Business & Job Development Corporation Ronald L. Olson City Manager Bart Braselton President Date: Date: Attest Rebecca Huerta City Secretary Business Service Agreement - Cold Storage Page 3 of 3 AGENDA MEMORANDUM First Reading at the City Council Meeting of January 13, 2015 Second Reading at the City Council Meeting of January 20, 2015 DATE: January 13, 2015 TO: Ronald L. Olson, City Manager FROM: Lawrence Mikolajczyk, Director of Solid Waste Operations LawM@cctexas.com (361) 826-1972 Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Authorization for Issuance of Solid Waste Certificates of Obligation CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2015" in an amount not to exceed $14,500,000 for the purpose of financing costs associated with making permanent public improvements to the City's Solid Waste System; providing for the payment of said Certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Solid Waste System; providing the terms and conditions of said Certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said Certificates, including the approval and distribution of an Official Statement; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements of the letter of representations with the depository trust company; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of the Certificates; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. PURPOSE: The City plans to issue up to $14,500,000 in taxable Combination Tax and Revenue Certificates of Obligation for the purpose of paying contractual obligations relating to the construction of improvements to the City's solid waste facilities, construction of municipal landfill waste disposal cells, construction of a solid waste Citizens' Collection Center, and the payment of fiscal, engineering and legal fees incurred in connection with the certificates. BACKGROUND AND FINDINGS: The City plans on issuing up to $14,500,000 of taxable Combination Tax and Revenue Certificates of Obligation to fund public health and safety projects related to the J. C. Elliott Transfer Station and Cefe Valenzuela Landfill outlined in the Fiscal Year 2015 Capital Improvement Plan. These projects include the following: JC Elliott Office Building ......................................... $1,750,000 Pavement/Life Cycle Replacement 1,500,000 (JC Elliott and Cefe Valenzuela Landfills) Cefe Valenzuela Landfill Disposal Cell Interim Cover 2,292,844 Cefe Valenzuela Landfill Disposal Cell Construction B&C . 3,457,500 Citizens' Collection Center — Flour Bluff / Padre Island .... 4,650,000 Cefe Valenzuela Outfall Modifications .......................... 559,800 TOTAL $14,210,144 According to the Local Government Code, Section 271.049, prior to the issuance of the certificates of obligation, the City is required to publish notice of its intention to issue the certificates once a week for two consecutive weeks in a newspaper of general circulation, with the date of the first publication to be before the 30th day before the date set for passage of the ordinance to authorize the issuance of the certificates. The notices were in the Corpus Christi Caller -Times on December 14, 2014 and December 21, 2014. Thirty days after the date of the first publication is January 13, 2015, and so City Council action to approve this ordinance in its second reading is scheduled for January 20, 2015 and is in compliance with the Local Government Code. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Solid Waste Services • Financial Services • Bond Counsel • Legal Department FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - $ 14,500,000 - $ 14,500,000 Encumbered/Expended amount of (date) - - - This item - $ 14,500,000 - $ 14,500,000 BALANCE - - - - FUND(S): CIP Fund COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance DRAFT 12/19/14 ORDINANCE NO. AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2015" IN AN AMOUNT NOT TO EXCEED $14,500,000 FOR THE PURPOSE OF FINANCING COSTS ASSOCIATED WITH MAKING PERMANENT PUBLIC IMPROVEMENTS TO THE CITY'S SOLID WASTE SYSTEM; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE SOLID WASTE SYSTEM; PROVIDING THE TERMS AND CONDITIONS OF SAID CERTIFICATES AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY OF SAID CERTIFICATES, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS OF THE LETTER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE CERTIFICATES; ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE OF THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council of the City of Corpus Christi, Texas (the City) has caused notice to be given of its intention to issue certificates of obligation in the maximum principal amount of $14,500,000 for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) the construction of improvements to the City's solid waste facilities, including (without limitation) paying contractual obligations to be incurred with respect to the construction of municipal landfill waste disposal cells, internal roadways and pavement, cover systems, gas collection systems, drainage facilities, maintenance and office facilities, liners, environmental monitoring equipment, and other improvements and equipment necessary to operate the Cefe Valenzuela landfill (located in the vicinity of County Road 20 and Farm Road 2444) and provide post closure care of the J.C. Elliott landfill (located in the vicinity of State Highway 286 (Chapman Ranch Road) and State Highway 357 (Saratoga Boulevard)), and a solid waste Citizens Collection Center located in the City near Flour Bluff and Padre Island; (2) purchasing materials, supplies, equipment, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital infrastructure improvements; and (3) the payment of professional services related to the construction, design, and financing of the aforementioned 58237736.3 projects. This notice has been duly published in a newspaper hereby found and determined to be of general circulation in the City, once a week for two (2) consecutive weeks, the date of the first publication of such notice being not less than thirty (30) days prior to the tentative date stated therein for the final passage of the ordinance authorizing the issuance of such certificates of obligation; and WHEREAS, the City Council hereby finds and determines that the actions authorized hereby and the adoption of this Ordinance are in the best interest of the citizens of the City; and WHEREAS, no petition protesting the issuance of the certificates of obligation described in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or filed with the City Secretary prior to the date tentatively set in such notice for the passage of this ordinance; and WHEREAS, the City Council hereby finds and determines that certificates of obligation in the principal amount of $14,500,000 described in such notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. A. Authorization - Designation - Principal Amount - Purpose. The certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of FOURTEEN MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($14,500,000), to be designated and bear the title of "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2015" (the Certificates), for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) the construction of improvements to the City's solid waste facilities, including (without limitation) paying contractual obligations to be incurred with respect to the construction of municipal landfill waste disposal cells, internal roadways and pavement, cover systems, gas collection systems, drainage facilities, maintenance and office facilities, liners, environmental monitoring equipment, and other improvements and equipment necessary to operate the Cefe Valenzuela landfill (located in the vicinity of County Road 20 and Farm Road 2444) and provide post closure care of the J.C. Elliott landfill (located in the vicinity of State Highway 286 (Chapman Ranch Road) and State Highway 357 (Saratoga Boulevard)), and a solid waste Citizens Collection Center located in the City near Flour Bluff and Padre Island; (2) purchasing materials, supplies, equipment, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital infrastructure improvements; and (3) the payment of professional services related to the construction, design, and financing of the aforementioned projects, pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code (Chapter 1371), and the City's Home Rule Charter. 58237736.3 -2- B. Delegation of Authority to Authorized Representatives. As authorized by Chapter 1371, the City Manager of the City, the Deputy City Manager, the Assistant City Manager for General Government and Operations Support, and the City's Director of Financial Services (each of the foregoing, individually, an Authorized Representative) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Certificates authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Certificates, the redemption provisions therefor, and the rate of interest to be borne on the principal amount of each such maturity. Each Authorized Representative, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule I. The Certificates shall be issued in the principal amount not to exceed $14,500,000; the maximum maturity of the Certificates will be March 1, 2055 and the net effective per annum interest rate shall not exceed a rate greater than 7.00% per annum calculated in a manner consistent with the provisions of Chapter 1204, as amended, Texas Government Code. Lastly, each Authorized Representative is authorized to select the bond insurer, if any, with respect to the Certificates. The execution of the Approval Certificate shall evidence the sale date of the Certificates by the City to the Purchasers (hereinafter defined) in accordance with the provisions of Chapter 1371. It is further provided, however, that notwithstanding the foregoing provisions, the Certificates shall not be delivered unless prior to their initial delivery, the Certificates have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Certificate Date. The Certificates are issuable in fully registered form only; shall be dated , 2015 (the Certificate Date) and shall be issued in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates, while Outstanding, in accordance with the following schedule: 58237736.3 Years of Principal Interest Stated Maturity Amounts ($) Rates (%) -3- Years of Principal Interest Stated Maturity Amounts ($) Rates (%) SECTION 3. Payment of Certificates - Paying Agent/Registrar. The principal of, premium, if any, and interest on the Certificates, 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, premium, if any, and interest on the Certificates shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Certificates. The Certificates shall bear interest on the unpaid principal amount thereof at the per annum rates shown above in Section 2, computed on the basis of a 360 -day year of twelve 30 -day months, and interest thereon shall be payable semiannually on March 1 and September 1 of each year (each, an Interest Payment Date), commencing 1, 20, while the Certificates are Outstanding. The selection and appointment of , Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Certificates 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 Certificates, 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 Certificates are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Certificates 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 Certificates, due and payable by reason 58237736.3 -4- of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Certificates 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 (hereinafter defined) for purposes of payment of interest thereon, (ii) on the date of surrender of the Certificates for purposes of receiving payment of principal thereof upon redemption of the Certificates or at the Certificates' Stated Maturity, 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 Certificate 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 Certificates shall be payable only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust office. Interest on the Certificates 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 Certificates (the Record Date) and shall be paid (i) by check sent by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Certificates 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 Certificates was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Mandatory Redemption. The Certificates stated to mature on March 1, 20 are referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: 58237736.3 -5- Term Certificates Stated to Mature on March 1, 20 Principal Year Amount ($) *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Certificates having Stated Maturities on and after March 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on March 1, 20, or on any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Certificates (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 Certificates, 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 Certificates shall be entered in the minutes of the City Council. D. Selection of Certificates for Redemption. If less than all Outstanding Certificates 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 Certificates to be redeemed, provided that if less than the entire principal amount of a Certificate is to be redeemed, the Paying Agent/Registrar shall treat such Certificate then subject to redemption as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificate by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, 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 58237736.3 -6- Holder of a Certificate 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 Certificates, (ii) identify the Certificates 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 Certificates, 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 Certificates, 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. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). If a Certificate 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 Certificate (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 Certificates (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 the Certificates (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Certificates shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer/Exchange of Certificates. Neither the City nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Certificate during a period beginning forty-five (45) days prior to the date fixed for redemption of the Certificates or (2) to transfer or exchange any Certificate 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 Certificate which is subject to redemption in part. SECTION 5. Execution - Registration. The Certificates shall be executed on behalf of the City by its Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and attested by its City Secretary. The signature of either of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who were, at the time of the Certificate 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 Certificates to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of 58237736.3 -7- 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 Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified or registered and delivered. SECTION 6. Registration - Transfer - Exchange of Certificates - Predecessor Certificates. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Certificates, or if appropriate, the nominee thereof. Any Certificate may, in accordance with its terms and the terms hereof, be transferred or exchanged for Certificates of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate 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 Certificate 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 Certificates of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender of the Certificates to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Certificates are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Certificates to the Holder requesting the exchange. All Certificates issued upon any transfer or exchange of Certificates 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 Certificates surrendered upon such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Certificate or Certificates registered and 58237736.3 -8- delivered in the exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include any Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed, or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 7. Initial Certificate. The Certificates herein authorized shall be issued initially either (i) as a single fully registered Certificate in the total principal amount of $14,500,000 with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully registered Certificate for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (collectively, the Initial Certificate) and, in either case, the Initial Certificate shall be registered in the name of the Purchasers or the designee thereof. The Initial Certificate shall be the Certificates 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 Certificate to the Purchasers, the Paying Agent/Registrar, pursuant to written instructions from the Purchasers or their designee, shall cancel the Initial Certificate delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity, and shall be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Certificates, 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 Certificates shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Certificates, 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 Certificates as evidenced by their execution thereof. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. The definitive Certificates 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 Certificates as evidenced by their execution thereof, but the Initial Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. 58237736.3 -9- B. Form of Definitive Certificate. 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 COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2015 Certificate Date: , 2015 REGISTERED OWNER: PRINCIPAL AMOUNT: Interest Rate: Stated Maturity: CUSIP No. The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner 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 Certificate Date, or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for until such principal sum has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year, commencing 1, 20 (each, an Interest Payment Date). Principal and premium, if any, of this Certificate shall be payable to the Registered Owner hereof (the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Certificate (or one or more Predecessor Certificates, 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 Certificate 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, 58237736.3 -10- acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. This Certificate is one of the series specified in its title issued in the aggregate principal amount of $14,500,000 (the Certificates) pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) the construction of improvements to the City's solid waste facilities, including (without limitation) paying contractual obligations to be incurred with respect to the construction of municipal landfill waste disposal cells, internal roadways and pavement, cover systems, gas collection systems, drainage facilities, maintenance and office facilities, liners, environmental monitoring equipment, and other improvements and equipment necessary to operate the Cefe Valenzuela landfill (located in the vicinity of County Road 20 and Farm Road 2444) and provide post closure care of the J.C. Elliott landfill (located in the vicinity of State Highway 286 (Chapman Ranch Road) and State Highway 357 (Saratoga Boulevard)), and a solid waste Citizens Collection Center located in the City near Flour Bluff and Padre Island; (2) purchasing materials, supplies, equipment, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital infrastructure improvements; and (3) the payment of professional services related to the construction, design, and financing of the aforementioned projects, under and in strict conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through 271.065, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code, and the City's Home Rule Charter. As provided in the Ordinance, the Certificates stated to mature on March 1, 20 are referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Certificates Stated to Mature on March 1, 20 Principal Year Amount ($) *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by 58237736.3 -11- the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Certificates stated to mature on and after March 1, 20 may be redeemed prior to their Stated Maturities, at the option of the City, on March 1, 20, or on any date thereafter, 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 plus accrued interest to the date of redemption; provided, however, that at least thirty (30) days prior written notice shall be sent to the Holder of the Certificates to be redeemed by United States mail, first-class postage prepaid, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Certificate 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 Certificate to the Paying Agent/Registrar at its corporate trust office, a new Certificate or Certificates 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 Certificate (or any portion of the principal sum hereof') shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Certificate (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if the 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. If this Certificate 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 Certificate 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 Certificates of this series are payable from the proceeds of an ad valorem tax levied upon all taxable property within the City, within the limitations prescribed by law, and are further payable from and secured by a lien on and pledge of the Pledged Revenues (identified and defined in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the City's solid waste management system (the System), such lien on and pledge of the limited amount of Net Revenues being subordinate and inferior to the lien on and pledge of such Net Revenues securing payment of the currently outstanding Subordinate Lien Obligations and Limited Pledge Obligations and any Prior Lien Obligations, Junior Lien Obligations, Additional Subordinate Lien Obligations, or Additional Limited Pledge Obligations hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations, Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional 58237736.3 -12- Limited Pledge Obligations (all as identified and defined in the Ordinance), while the Certificates are Outstanding, without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied and the revenues pledged for the payment of the Certificates; the terms and conditions under which the City may issue Prior Lien Obligations, Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional Limited Pledge Obligations; the terms and conditions relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holder; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Certificate 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 Certificate, 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 Certificates 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 Certificate as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Certificate in order to render the same a legal, valid, and binding 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 Certificates does not exceed any 58237736.3 -13- constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Certificates by the levy of a tax and collection of Pledged Revenues as aforestated. In case any provision in this Certificate 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 Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. 58237736.3 -14- IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under its official seal. ATTEST: City Secretary (CITY SEAL) 58237736.3 CITY OF CORPUS CHRISTI, TEXAS By Mayor [The remainder of this page intentionally left blank.] -15- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate 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 Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this (SEAL) Comptroller of Public Accounts of the State of Texas *NOTE TO PRINTER: Not to appear on printed Certificates. D. Form of Registration Certificate of Paying Agent/Registrar to Appear on Definitive Certificates Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued under the provisions of the within -mentioned Ordinance; the Certificate or Certificates 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: , Texas, as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Certificates. 58237736.3 -16- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate 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 Certificate in every particular. Signature guaranteed: 58237736.3 [The remainder of this page intentionally left blank] -17- F. The Initial Certificate shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate 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) first two paragraphs shall read as follows: REGISTERED PRINCIPAL REGISTERED AMOUNT NO. T-1 $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2015 Certificate Date: Interest Rate: Stated Maturity: , 2015 As Shown Below As Shown Below REGISTERED OWNER: PRINCIPAL AMOUNT: CUSIP No. The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above stated to mature 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 Amounts hereof from the Certificate Date, or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, while Outstanding, at the per annum rates of interest specified above, computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year, commencing 1, 20 (each, an Interest Payment Date). 58237736.3 -18- Principal of this Certificate shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office of , Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Certificate 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 Certificate shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers for the Certificates, the Definitive Certificates and the Initial Certificate 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: the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Section 44 of this Ordinance have the meanings assigned to them in Section 44 of this Ordinance, 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 Limited Pledge Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable in part from a pledge of and lien on Pledged Revenues of the System which pledge of revenues is limited as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing as determined by the City Council in accordance with any applicable law. B. The term Additional Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable wholly or in part from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the limited amount of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and 58237736.3 -19- pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. C. The term Authorized Officials shall mean the City Manager of the City, the Deputy City Manager, the Assistant City Manager for General Government and Operations Support, and the City's Director of Financial Services. D. The term Certificates shall mean the $14,500,000 "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2015" authorized by this Ordinance. E. The term Certificate Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. F. The term City shall mean the City of Corpus Christi, located in Nueces, Aransas, Kleberg, and San Patricio Counties, Texas and, where appropriate, the City Council of the City. G. The term Closing Date shall mean the date of physical delivery of the Initial Certificate in exchange for the payment of the agreed purchase price for the Certificates. H. The term Collection Date shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the City become delinquent. 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 at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. J. The term Depository shall mean an official depository bank of the City. K. The term Fiscal Year shall mean the annual financial accounting period for the System now ending on September 30th of each year; provided, however, the City Council may change such annual financial accounting period to end on another date if such change is found and determined to be necessary for accounting purposes or is required by applicable law. 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) 58237736.3 -20- noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; and (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Certificates. M. The term Gross Revenues for any period shall mean all income and revenues received by the City by virtue of its ownership and operation of the System, including, but not limited to, its rentals, fees, and other revenues resulting from the ownership of the System, including rentals received from leasing all or part of the System. However, it is expressly recognized that any such lease must comply with the requirements of the Code and existing regulations, published rulings, and court decisions. N. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Certificate. O. The term Interest Payment Date shall mean the date semiannual interest is payable on the Certificates, being March 1 and September 1 of each year, commencing 1, 20, while any of the Certificates remain Outstanding. P. The term Junior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being junior and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Subordinate Lien Obligations, Limited Pledge Obligations (including the Certificates), or any Additional Subordinate Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a junior and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. Q. The term Limited Pledge Obligations shall mean the outstanding and unpaid obligations of the City that are payable, in part, from and secured by a pledge of and lien on the Pledged Revenues of the System and designated as follows (1) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2009", dated July 15, 2009, in the original principal amount of $8,460,000; and (2) Upon issuance, the Certificates. and (ii) obligations hereafter issued to refund any of the foregoing as determined by the City Council in accordance with any applicable law. 58237736.3 -21- R. The term Maintenance and Operating Expenses shall mean the expenses of operation and maintenance, including all salaries, labor, materials, repairs and extensions necessary to maintain and operate the System; provided, however, that only such repairs and extensions as in the judgment of the City Council, reasonably and fairly exercised, are necessary to keep the System in operation and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical action or condition which would otherwise impair the security of any bonds or other obligations payable from and secured, in whole or in part, by a lien on the Net Revenues derived from the ownership and operation of the System shall be deducted in determining Net Revenues. S. The term Net Revenues for any period shall mean the Gross Revenues of the System less the Maintenance and Operating Expenses of the System. T. The term Ordinance shall mean this ordinance as finally passed and adopted by the City Council of the City. U. The term Outstanding when used in this Ordinance with respect to Certificates shall mean, as of the date of determination, all Certificates issued and delivered under this Ordinance, except: (1) those Certificates canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 29 of this Ordinance; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 25 of this Ordinance. V. The term Pledged Revenues shall mean, while the Certificates remain Outstanding, an amount of Net Revenues not in excess of $1,000. The Pledged Revenues shall be deposited, allocated, and expended in accordance with Section 10 of this Ordinance. W. The term Pledged Revenue Amount shall mean the total amount, not to exceed $1,000 while the Certificates are Outstanding, of Net Revenues that may be transferred in whole or in part by the City in any given Fiscal Year (however, any amounts transferred prior to the final maturity date of the Certificates may not exceed the total amount of $1,000) to the Certificate Fund. X. The term Prior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System, all as further provided in Section 20 of this Ordinance, and (ii) any obligations issued to refund the foregoing that are payable from and secured by a prior and first lien on and pledge of the Net Revenues of the System as determined by the City Council in accordance with any applicable law. 58237736.3 -22- Y. The term Purchasers shall mean the initial purchaser or purchasers of the Certificates named in Section 26 of this Ordinance. Z. The term Stated Maturity shall mean the annual principal payments of the Certificates payable on March 1 of each year the Certificates are Outstanding as set forth in Section 2 of this Ordinance. AA. The term Subordinate Lien Obligations shall mean (i) the outstanding and unpaid obligations of the City that are payable, in whole or in part, from and equally secured by a subordinate and inferior lien on and pledge of the Net Revenues of the System and designated as follows: (1) "City of Corpus Christi, Texas Revenue Certificates of Obligation, Series 2005 (Landfill Project)", dated June 1, 2005, in the original principal amount of $14,520,000; (2) "City of Corpus Christi, Texas Combination Tax and Solid Waste Revenue Certificates of Obligation, Series 2006", dated May 1, 2006, in the original principal amount of $18,605,000; and (3) "City of Corpus Christi, Texas Combination Tax and Solid Waste Revenue Certificates of Obligation, Series 2008", dated December 15, 2008, in the original principal amount of $12,000,000. and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. BB. The term System shall mean a plant, composting process plant, incinerator, sanitary landfill, transfer station, or other works and equipment that is acquired, installed, or operated to collect, handle, store, process, recover material or energy from, or dispose of solid waste, and includes sites for those works and equipment. SECTION 10. Certificate Fund - Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption, and retirement of the Certificates, there shall be and is hereby created a special fund to be designated "COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2015 INTEREST AND SINKING FUND" (the Certificate Fund), which fund shall be kept and maintained at the Depository, and money deposited in such fund shall be used for no other purpose. Authorized Officials of the City are hereby authorized and directed to make withdrawals from the Certificate Fund sufficient to pay the purchase price or the amount of principal of, premium, if any, and interest on the Certificates as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Certificates. 58237736.3 -23- The City, at its sole discretion, may deposit the Pledged Revenue Amount to the Certificate Fund. The Pledged Revenue Amount, if deposited, shall be expended annually to pay principal of and interest on the Certificates as the same become due and payable. This Pledged Revenue Amount shall be accounted for and transferred to the Paying Agent/Registrar in accordance with the provisions of the previous paragraph of this Section. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund created and established by this Ordinance may, 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, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book -entry form, in securities, including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this Ordinance shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 11. Tax Levy. To provide for the payment of the Debt Service Requirements on the Certificates being (i) the interest on the Certificates and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund and are thereafter pledged to the payment of the Certificates. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and obligations of the City. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: 58237736.3 -24- A. Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: (1) the amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year; (2) the amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of the Pledged Revenues, if any, or any other lawfully available funds to be appropriated and allocated during such year to pay such Debt Service Requirements, if any, prior to the Collection Date for the ad valorem taxes to be levied; and (3) the amount of Pledged Revenues, if any, or any other lawfully available funds appropriated and set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding Fiscal Year. B. The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (1) above less the sum total of the amounts established in paragraphs (2) and (3), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 12. Pledge of Pledged Revenues. The City hereby covenants and agrees that, subject to (i) any prior lien on and pledge of the Net Revenues of the System to the payment and security of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City and (ii) the lien on and pledge of the Pledged Revenues (or such other limited amount of excess Net Revenues of the System) to the payment and security of the currently outstanding Limited Pledge Obligations, the Pledged Revenues are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates and the pledge of Pledged Revenues herein made for the payment of the Certificates shall constitute a lien on the Pledged Revenues in accordance with the terms and provisions hereof and be valid and binding without any physical delivery thereof or further act by the City. SECTION 13. Revenue Fund. The City hereby covenants and agrees that all Gross Revenues derived from the operation of the System shall be kept separate and apart from all other funds, accounts and money of the City and shall be deposited as collected into the "CITY OF CORPUS CHRISTI, TEXAS SOLID WASTE MANAGEMENT SYSTEM REVENUE FUND" (the Revenue Fund). All money deposited in the Revenue Fund shall be pledged and appropriated to the extent required for the following purposes and in the order of priority shown: • First: to the payment of the reasonable and proper Maintenance and Operating Expenses of the System required by statute or ordinances authorizing the issuance of any indebtedness of the City to be a first charge on and claim against the Gross Revenues of the System; 58237736.3 -25- • Second: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Prior Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Third: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Junior Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Fourth: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of the currently outstanding Subordinate Lien Obligations or Additional Subordinate Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; and • Fifth: To the payment of the amounts that may be deposited in the special funds and accounts established for the payment of the currently outstanding Limited Pledge Obligations, including the Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment, security and benefit thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 14. Deposits to Certificate Fund — Surplus Certificate Proceeds. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to a principal and Interest Payment Date for the Certificates, from the Pledged Revenues in the System Fund, after the deduction of all payments required to be made to the special funds or accounts created for the payment, security, and benefit of the (i) currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City and (ii) the currently outstanding Limited Pledge Obligations and any Additional Limited Pledge Obligations hereafter issued by the City, any amounts budgeted to be paid therefrom in such Fiscal Year. Accrued interest, if any, received from the Purchasers of the Certificates shall be deposited to the Certificate Fund and ad valorem taxes levied and collected for the benefit of the Certificates shall be deposited to the Certificate Fund. In addition, any surplus proceeds, including investment income therefrom, from the sale of the Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said fund from ad valorem taxes. SECTION 15. Security of Funds. All money on deposit in the funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws 58237736.3 -26- of the State of Texas for the security of public funds, and money on deposit in such funds shall be used only for the purposes permitted by this Ordinance. SECTION 16. Maintenance of System - Insurance. The City covenants and agrees that while the Certificates remain Outstanding it will maintain and operate the System with all possible efficiency and maintain casualty and other insurance (including a system of self-insurance) on the properties of the System and its operations of a kind and in such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type of business 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, are held for the benefit of the holders of the Certificates 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 17. Rates and Charges. The City hereby covenants and agrees with the Holders of the Certificates that rates and charges for solid waste collection services afforded by the System will be established and maintained to provide Gross Revenues sufficient at all times: A. to pay, together with any other lawfully available funds, all operating, maintenance, depreciation, replacement, betterment, and other costs incurred in the maintenance and operation of the System, including, but not limited to, Maintenance and Operating Expenses; B. to produce Net Revenues sufficient, together with any other lawfully available funds, to pay (i) the interest on and principal of any Prior Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof; (ii) the interest on and principal of any Junior Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof; (iii) the interest on and principal of the currently outstanding Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof; and (iv) the amounts that may be deposited in the special funds established for the payment of the Limited Pledge Obligations or any Additional Limited Pledge Obligations hereafter issued by the City; and C. to pay other legally incurred indebtedness payable from the Net Revenues of the System and/or secured by a lien on the System or the Net Revenues thereof. SECTION 18. Records and Accounts - Annual Audit. The City further covenants and agrees that so long as any of the Certificates remain Outstanding it will keep and maintain 58237736.3 -27- 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 thereto, as provided by Chapter 363, as amended, Texas Health and Safety Code, or other applicable law. The Holders of the Certificates or any duly authorized agent or agents of the Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that, following 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. Expenses incurred in making the annual audit of the operations of the System are to be regarded as Maintenance and Operating Expenses. SECTION 19. 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 Certificate 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 Certificates 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 remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 20. Issuance of Prior Lien Obligations - Junior Lien Obligations — Additional Subordinate Lien Obligations — Additional Limited Pledge Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Prior Lien Obligations payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System; B. Junior Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is junior and inferior to the lien on and pledge thereof securing the payment of any Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Subordinate Lien Obligations and the Certificates and any Additional Subordinate Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City; and C. Additional Subordinate Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof securing the payment of any Prior Lien Obligations or Junior Lien 58237736.3 -28- Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge Obligations, the Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City; and D. Additional Limited Pledge Obligations secured by a lien on and pledge of a limited amount of the Net Revenues in accordance with the provisions of the following paragraph. Prior Lien Obligations, Junior Lien Obligations, and Additional Subordinate Lien Obligations, if issued, may be payable, in whole or in part, from Net Revenues (without impairment of the obligation of contract with the holders of the currently outstanding Limited Pledge Obligations and the Certificates) upon such terms and conditions as the City Council may determine. Additional Limited Pledge Obligations, if issued and payable, in whole or in part, from Pledged Revenues (defined in the same or similar terms as provided in Section 9 of this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations), shall not in any event be construed to be payable from the Pledged Revenues authorized by this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations to be budgeted and appropriated for the payment of the Certificates or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations. However, the lien on and pledge of the limited amount of Net Revenues securing, in part, the payment of the Certificates, the Limited Pledge Obligations and any Additional Limited Pledge Obligations shall be subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City. SECTION 21. Special Covenants. The City hereby further covenants that: A. it has the lawful power to pledge the Pledged Revenues supporting the Certificates and has lawfully exercised said powers under the laws of the State of Texas, including power existing under Chapter 363, as amended, Texas Health and Safety Code, and the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through Section 271.064, and the City's Home Rule Charter; and B. other than for the payment of the currently outstanding Subordinate Lien Obligations and the Limited Pledge Obligations, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System; SECTION 22. Application of the Covenants and Agreements of the Subordinate Lien Obligations, Prior Lien Obligations, or Junior Lien Obligations. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administration and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the ordinances authorizing the issuance of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien 58237736.3 -29- Obligations hereafter issued by the City, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued. It is expressly recognized that prior to the issuance of any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations, the City must comply with each of the conditions precedent contained in the ordinances authorizing the issuance of the currently outstanding Subordinate Lien Obligations, Limited Pledge Obligations, and the Certificates, as appropriate. SECTION 23. Notices to Holders - Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such 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 24. Cancellation. All Certificates surrendered for payment, redemption, transfer, 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 Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Certificates held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 25. Mutilated, Destroyed, Lost, and Stolen Certificates. If (1) any mutilated Certificate 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 Certificate, 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 Certificate 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 Certificate, 58237736.3 -30- a new Certificate 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 Certificate has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Certificate, pay such Certificate. Upon the issuance of any new Certificate 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 and charges (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Certificate 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 Certificates. 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 Certificates. SECTION 26. Sale of the Certificates — Official Statement Approval — Approval of Purchase Contract - Use of Certificate Proceeds. The Certificates authorized by this Ordinance are hereby sold by the City to , , as the authorized representative of a group of underwriters (the Purchasers, having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract, dated , 2015, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Certificate shall be registered in the name of the . The pricing and terms of the sale of the Certificates are hereby found and determined to be the most advantageous reasonably obtainable by the City. Any Authorized Representative is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored by the City. Delivery of the Certificates to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Certificates. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by an Authorized Representative), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated 58237736.3 -31- , 2015, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. Proceeds from the sale of the Certificates shall be applied as follows: (1) Accrued interest (in the amount of $ ) received from the Purchasers shall be deposited into the Certificate Fund. The City received a net premium from the sale of the Certificates of $ which is hereby allocated by the City in the following manner: (1) $ to pay the Purchasers' compensation, (2) $ to pay the costs of issuance, and (3) $ shall be deposited in the Certificate Fund. (2) The balance of the proceeds derived from the sale of the Certificates, after making the deposits to the Certificate Fund as described in (1) above, shall be used to pay costs of issuance or deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Certificates. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Certificates pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 14 of this Ordinance. SECTION 27. Taxable Obligations. The Certificates 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 Certificates is not excludable from the gross income of the holders thereof for federal income tax purposes. SECTION 28. Control and Custody of Certificates. 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 Certificates pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Certificates to the Purchasers. Furthermore, each 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 Certificates, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City's financial advisor, bond counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the Purchasers and the initial exchange thereof for definitive Certificates. 58237736.3 -32- SECTION 29. 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 Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the 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. Certificates, 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 Certificates or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, and/or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case of a net defeasance, been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof for the Certificates. In the event of a gross defeasance of the Certificates, 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 Certificates. 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 Certificates, 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 Certificates and remaining unclaimed for a period of three (3) years after the Stated Maturity of the Certificates, or applicable redemption date, 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 Certificates 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 Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Certificates 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 Certificates, after taking the redemption into account in determining the 58237736.3 -33- sufficiency of the provisions made for the payment of the defeased Certificates. SECTION 30. Printed Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to their being furnished a final opinion of Fulbright & Jaworski LLP, San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Certificates, the opinion to be dated and delivered as of the date of initial delivery and payment for the Certificates. Printing of a true and correct copy of the opinion on the reverse side of each of the Certificates, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. SECTION 31. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof, and neither the City nor bond counsel are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 32. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 33. Ordinance a Contract, Amendments - Outstanding Certificates. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Certificates. 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 Certificate 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 Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however, that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Certificates, reduce the principal amount thereof or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, the redemption price therefor, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required for consent to any such amendment, addition, or rescission. SECTION 34. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Paying Agent/Registrar, and the Holders. SECTION 35. Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to 58237736.3 -34- the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 36. 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 37. 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 38. 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 39. 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 of the City. SECTION 40. Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, registration, and transferability of the Certificates. 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 41. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 42. 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 43. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Certificate or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificate. 58237736.3 -35- SECTION 44. Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http ://www.emma.msrb . org. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after [2015], financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 16 of this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as part such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit C hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements becomes available. If the City changes its fiscal year, it will file notice thereof with the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Certificates to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; 58237736.3 -36- (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) Modifications to rights of holders of the Certificates if material; (8) Certificate calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Certificates; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional Paying Agent/Registrar or the change of name of a Paying Agent/Registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. 58237736.3 -37- D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Certificates to be no longer Outstanding. The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Certificates. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final 58237736.3 -38- jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format; Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word -searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the SEC. SECTION 45. Book -Entry Only System. It is intended that the Certificates will initially 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 Certificates shall be issued (following cancellation of the Initial Certificate described in Section 7) in the form of a separate single definitive Certificate. Upon issuance, the ownership of each such Certificate shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D (the Representation Letter). With respect to the Certificates 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 Certificates 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 Certificates (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the 58237736.3 -39- Certificates, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Certificates, as shown on the Security Register, of any notice with respect to the Certificates, 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 Certificate, of any amount with respect to principal of, premium, if any, or interest on the Certificates. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, 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 Certificates 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 Certificates 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 Certificates may be registered in whatever name or names the Holders of Certificates transferring or exchanging the Certificates shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate 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 Certificate and all notices with respect to such Certificate 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 Certificates, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Certificates, the Authorized Representatives 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 Certificates by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate 58237736.3 -40- 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. 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. 58237736.3 [The remainder of this page intentionally left blank.] -41- PASSED AND ADOPTED on the 20th day of January, 2015. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary APPROVED THIS 20th DAY OF JANUARY, 2015: Miles Risley, City Attorney (CITY SEAL) Schedule I — Approval Certificate EXHIBIT A - Paying Agent/Registrar Agreement EXHIBIT B — Purchase Contract EXHIBIT C - Description of Annual Financial Information EXHIBIT D - DTC Letter of Representations 58237736.3 S-1 THE STATE OF TEXAS § COUNTY OF NUECES § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 20th day of January, 2015, authorizing the issuance of the City's Combination Tax and Limited Pledge Revenue Certificates of Obligation, 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 20th day of January, 2015. City Secretary (CITY SEAL) 58237736.3 The foregoing ordinance was read for the first time and passed to its second reading on this the 13th day of January, 2015, by the following vote: Nelda Martinez Chad Magill Brian Rosas Colleen McIntyre Rudy Garza Lillian Riojas Lucy Rubio Mark Scott Carolyn Vaughn The foregoing ordinance was read for the second time and passed finally on this the 20th day of January, 2015, by the following vote: Nelda Martinez Chad Magill Brian Rosas Colleen McIntyre Rudy Garza Lillian Riojas Lucy Rubio Mark Scott Carolyn Vaughn PASSED AND APPROVED, this the 20th day of January, 2015. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor 58237736.3 58237736.3 SCHEDULE I APPROVAL CERTIFICATE SEE TAB NO. Schedule I 58237736.3 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. A-1 58237736.3 EXHIBIT B PURCHASE CONTRACT SEE TAB NO. B-1 EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 44 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the City appended to the Official Statement as Appendix C, but for the most recently concluded fiscal year. (2) All quantitative financial information and operating data with respect to the City of the general type included in Appendix A to the Official Statement under the headings "Debt Payable From Taxes", "General Fund Balances", "Ad Valorem Taxes", and "The Tax Increment Financing Act". Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 58237736.3 C-1 58237736.3 EXHIBIT D DTC LETTER OF REPRESENTATIONS SEE TAB NO. D-1 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 13, 2015 Action Item for the City Council Meeting of January 20, 2015 DATE: January 13, 2015 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager christelam@cctexas.com (361) 826-3169 Andres Leal, Jr., P.E., Interim Director of Street Operations andyl@cctexas.com (361) 857-1957 Purchase of Centracs Automated Transportation Management System CAPTION: Motion approving the purchase of one (1) Centracs Automated Transportation Management System from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $241,000.00. 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: To manage and monitor the performance of traffic signals and Intelligent Transportation System (ITS) on streets in order to improve traffic management operations. BACKGROUND AND FINDINGS: Currently, the City has a centralized location and electronic system from which to manage traffic signal timing & coordination, but in a very limited way. It is utilizing a closed loop coordination system with on -street master controllers to manage the traffic signal timings and coordination through the use of two legacy databases: Econolite Aries and Siemens Marc NX databases. Econolite Aries database has reached its maximum capabilities (cannot add any more devices to the database) and the Siemens Marc NX database is obsolete with no support from the manufacturer. 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: Street Operations 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 $241,000.00 $0 $241,000.00 Encumbered / Expended Amount $0 $0 $0 This item $241,000.00 $0 $241,000.00 BALANCE $0 $0 $0 Fund(s): Streets Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN ITEM 1. 2. DESCRIPTION Centracs ATMS (250 intersection license): Software, Licensing & Installation, Integration, Training & Testing, Hardware (Database/Application Server & Communications Server) Software Maintenance Agreement PRICE SHEET TLGPC CONTRACT NO. 432-13 CENTRACS AUTOMATED TRANSPORTATION MANAGEMENT SYSTEM QTY. UNIT Paradigm Traffic Systems, Inc. Arlington, Texas UNIT PRICE EXTENDED PRICE TOTAL: 1 1 Lot Year $227,000.00 $14,000.00 $227,000.00 $14,000.00 $241,000.00 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 13, 2015 Action Item for the City Council Meeting of January 20, 2015 DATE: January 13, 2015 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager christelam@cctexas.com (361) 826-3169 Andres Leal, Jr., P.E., Interim Director of Street Operations andyl@cctexas.com (361) 857-1957 Purchase of Econolite Cobalt Controller 2100 CAPTION: Motion approving the purchase of 152, Econolite Cobalt Controller 2100 from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $448,400.00. 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: To replace all 152 Siemens Eagle controllers with Econolite due to incompatibility. BACKGROUND AND FINDINGS: There are 245 City maintained signalized intersections. The City traffic signals use two major brands: Econolite and Siemans Eagle. Siemens Eagle has phased out due to technical compatibility issues. Additionally the legacy data base does not work with the City's Windows 7 operating systems. Further, the TxDOT Corpus Christi District has adopted the Econolite Controller as their standard and is phasing out the Siemens controllers. The Seimens Eagle database phase out and conversion to Econolite will provide compatibility and uniformity with TxDOT and within the City's own system, which will ultimately move the City to a state of the art traffic signal system. 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: Street Operations 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 $618,400.00 $0 $618,400.00 Encumbered / Expended Amount $496.49 $0 $496.49 This item $448,400.00 $0 $448,400.00 BALANCE $169,503.51 $0 $169,503.51 Fund(s): Streets 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 DESCRIPTION PRICE SHEET TLGPC CONTRACT NO. 432-13 NEMA TS2-1 TRAFFIC SIGNAL CABINETS QTY. UNIT Paradigm Traffic Systems, Inc. Arlington, Texas Econolite Cobalt Controller 2100 TOTAL: 152 Each UNIT PRICE $2,950.00 EXTENDED PRICE $448,400.00 $448,400.00 CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN ITEM DESCRIPTION PRICE SHEET TLGPC CONTRACT NO. 432-13 NEMA TS2-1 TRAFFIC SIGNAL CABINETS QTY. UNIT Paradigm Traffic Systems, Inc. Arlington, Texas NEMA TS2-1 traffic signal cabinet assembly, 16 position backpanel, standard TXDOT plug -ins. 18 Each UNIT PRICE $8,224.00 EXTENDED PRICE $148,032.00 TOTAL: $148,032.00 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 13, 2015 Action Item for the City Council Meeting of January 20, 2015 DATE: January 13, 2015 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager christelam@cctexas.com (361) 826-3169 Andres Leal, Jr., P.E., Interim Director of Street Operations andyl@cctexas.com (361) 857-1957 Purchase of Traffic Signal Cabinets CAPTION: Motion approving the purchase of eighteen (18) National Electrical Manufacturers Association (NEMA) TS2-1 Traffic Signal Cabinets from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $148,032.00. 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: To replace the older, obsolete NEMA TS -1 Traffic Cabinets currently in use. BACKGROUND AND FINDINGS: There are 245 City maintained signalized intersections. Each intersection is equipped with a traffic control cabinet with various electronic control components. NEMA TS -1 Traffic Controller Cabinets are an older, obsolete technology. The NEMA TS -2 is a newer technology standard. TS -1 Cabinets are not compatible with the latest Intelligent Transportation Systems (ITS) and newer technology controllers, which limits their functionality. (Example: inability to communicate with all the components in the cabinet.) Furthermore, TS -1 cabinet parts are hard to find. The TS -2 cabinet assures substantially safer operation, is well supported, and the availability of diagnostics reduces liability exposure to the City. Three years ago TxDOT converted all their TS -1 Cabinets to TS -2. 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: Street Operations 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 $347,000.00 $0 $347,000.00 Encumbered / Expended Amount $30,375.00 $0 $30,375.00 This item $148,032.00 $0 $148,032.00 BALANCE $168,593.00 $0 $168,593.00 Fund(s): Streets Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet 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 20, 2015 Agenda Item: Motion approving the purchase of eighteen (18) National Electrical Manufacturers Association (NEMA) TS2-1 Traffic Signal Cabinets from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $148,032.00. 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. Amount Required: $148,032.00 Fund Name Accounting Unit Account No. Activity No. Amount Streets Fund 1041-12310-053 550040 $148,032.00 Total $148,032.00 ❑ Certification Not Required Director of Financial Services Date: AGENDA MEMORANDUM Future Item for the City Council Meeting of January 13, 2015 Action Item for the City Council Meeting of January 20, 2015 DATE: January 13, 2015 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager christelam@cctexas.com (361) 826-3169 Andres Leal, Jr., P.E., Interim Director of Street Operations andyl@cctexas.com (361) 857-1957 Purchase of Radar Vehicle Detection Systems CAPTION: Motion approving the purchase of six (6) radar vehicle detection systems from Paradigm Traffic Systems, Inc., Arlington, Texas for a total amount of $98,280.00. 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: The smart micro radar vehicle detection system will be used to replace the existing video vehicle detection systems throughout the city. BACKGROUND AND FINDINGS: The radar vehicle detector is used to detect the presence of vehicles at signalized intersections or as they approach the intersections. Radar detection systems have proven to be more reliable and to require lower maintenance than video detection systems. Video detection cameras are affected by all types of weather conditions such as fog, rain, and sunlight. Dirty lenses require cleaning on average once every two weeks and have therefore become a high maintenance issue. All of these issues create a very inefficient traffic signal operation. The radar detection system will save on maintenance because there is no camera lens to clean and it will increase operational efficiency as radar is not affected by fog, rain, or sunlight. 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: Street Operations 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 $150,000.00 $0 $150,000.00 Encumbered / Expended Amount $0 $0 $0 This item $98,280.00 $0 $98,280.00 BALANCE $51,720.00 $0 $51,720.00 Fund(s): Red Light Photo Enforcement Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN ITEM 1. DESCRIPTION Smart Micro Type 29 Radar Vehicle Detection System PRICE SHEET TLGPC CONTRACT NO. 432-13 RADAR VEHICLE DETECTION SYSTEMS QTY. 6 Paradigm Traffic Systems, Inc. Arlington, Texas UNIT Each UNIT PRICE $16,380.00 EXTENDED PRICE $98,280.00 TOTAL: $98,280.00 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 13, 2015 Action Item for the City Council Meeting of January 20, 2015 DATE: TO: January 13, 2015 Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager christelam@cctexas.com (361) 826-3169 Andres Leal, Jr., P.E., Interim Director of Street Operations andyl@cctexas.com (361) 857-1957 Mark Van Vleck, P.E., Executive Director of Utilities Department markvv@cctexas.com (361) 826-1874 Service Agreement for Herbicide Application CAPTION: Motion approving a service agreement with DeAngelo Brothers, LLC, Katy, Texas for herbicide application in accordance with Bid Invitation No. BI -0300-14, based on only bid for an estimated annual expenditure of $82,462.89, of which $68,719.07 is required for the remainder of FY 2014-2015. The term of the contract 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 Contractor and the City Manager or designee. Funds have been budgeted by the Street Operations Department in FY 2014-2015. PURPOSE: This service agreement will be utilized by Street Operations maintain curbs, medians, and islands and by the Utilities Department to maintain storm water rights-of-way. BACKGROUND AND FINDINGS: None. 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: Street Operations Department, Utilities Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fund(s): Streets Fund, Storm Water Fund Comments: The $68,719.07 financial impact shown above represents ten (10) months of expenditures that will be encumbered through the end of this fiscal year. The remaining $13,743.82 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 Service Agreement Project to Date Fiscal Year: 2014- Expenditures Current 2015 (CIP only) Year Future Years TOTALS Line Item Budget $116,795.48 $13,743.82 $130,539.30 Encumbered / Expended Amount $1,588.50 $0 $1,588.50 This item $68,719.07 $13,743.82 $82,462.89 BALANCE $46,487.91 $0 $46,487.91 Fund(s): Streets Fund, Storm Water Fund Comments: The $68,719.07 financial impact shown above represents ten (10) months of expenditures that will be encumbered through the end of this fiscal year. The remaining $13,743.82 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 Service Agreement HERBICIDE APPLICATION SERVICE Service Agreement No. THIS Herbicide Application Service (this "Agreement") is entered into by and between DeAngelo Brothers, LLC (the "Contractor") and the City of Corpus Christi, a Texas home -rule municipal corporation (the "City"), by and through its drily authorized City Manager or designee ("City Manager"), effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed to provide Herbicide Application Service in response to Bid Invitation No. BI -0300-14 (which includes Specification No. 1175, dated 9/10/14) which is incorporated and attached as Exhibit A; WHEREAS the City has determined Contractor to be the lowest responsible bidder; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide Herbicide Application Service in accordance with Bid Invitation No. BI -0300-14 (which includes Specification 1175, dated 9/10/14) (Exhibit A). 2. Term. This Agreement is for one (1) year commencing on the date signed by the last signatory hereto and continuing for one (1) year thereafter. The term includes an option to extend for up to two (2) additional twelve (12) month periods subject to the approval of the Contractor and the City Manager or his designee. 3. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for non-performance and authorizations for payment. All of the Contractor's notices or communications regarding this Agreement must be directed to the Contract Administrator, who is the Street Operations Contract Administrator. 4. Independent Contractor. Contractor will perform the services hereunder 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 the Contractor be considered an employee of the City. 5. Insurance. Before activities can begin under this Agreement, the Contractor's insurance company(ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages to the Contract Administrator. Additionally, the Certificate must state that the Street Operations Contract Administrator will be given at least thirty (30) days' notice, by certified mail, of cancellation, material change in the coverages or intent not to renew any of the policies. The City must be named as an Additional Insured. The City Attorney must be given copies of all insurance policies within 15 days of the City Manager's written request. 6. Assignment. No assignment of this Agreement or any right or interest therein by the Contractor is effective unless the City first gives its written consent to such 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 on any ground whatsoever. 7. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City (the City's fiscal year ends on September 30th), is subject to appropriations and budget approval providing for covering such contract item as an expenditure in said budget. The City does not represent that said budget item will be actually adopted as that determination is within the sole discretion of the City Council at the time of adoption of each budget. 8. Waiver. No waiver of any breach of any term or condition of this Agreement, or Bid Invitation No. 131-0300-14 (which includes Specification No. 1175, dated 9/10/14), or the Contractor's bid offer to Bid Invitation No. BI -0300-14 (Exhibit B) waives any subsequent breach of the same. 9. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws. All duties of the parties will be performed in the City of Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas and such form and venue for such disputes is the appropriate district, county or justice court in and for Nueces County, Texas. 10. Subcontractors. The Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Street Operations Contract Administrator. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 11. Amendments. This Agreement may be amended only by written Agreement duly authorized by the parties hereto and signed by the parties. 12. Termination. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in Bid Invitation No. BI -0300-14 (which includes Specification No. 1175, dated 9/10/14). Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, the City may terminate this Agreement upon twenty (20) days' written notice to the Contractor. However, the City may terminate this Agreement on twenty-four (24) hours' written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out herein. 13. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes according to Circular E Employer's Tax Guide, Publication 15, as it may be amended. Upon his request, the City Manager shall be provided proof of payment of these taxes within fifteen (15) days of such request. The Contractor may terminate this Agreement upon ninety (90) days' written notice to the City. 14. Drug Policy. The Contractor must adopt a Drug Free Workplace policy. 15. Violence Policy. The Contractor must adopt a Violence in the Workplace policy. 16. Notice. Notice may be given by fax, hand delivery or certified mail, postage prepaid, and is received on the day faxed or hand -delivered and on the third day after deposit in the U.S. mail if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Street Operations Contract Administrator P.O. Box 9277 Corpus Christi, Texas 78469-9277 IF TO CONTRACTOR: Contractor Contact Address: City, State, DeAngelo Brothers, LLC Philip Bivens 6539 Pitts Road Katy TX 77493- 17. Month -to -Month Extension. If the City has not completed the procurement process and awarded a new Agreement upon expiration of the original contract period or any extension period, the Contractor shall continue to provide goods/services under this Agreement, at the most current price under the terms of this Agreement or extension, on a month-to-month basis, not to exceed six months. This Agreement automatically expires on the effective date of a new contract. 18. Severability. Each provision of the Agreement shall be considered to be severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. 19. INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTING NEGLIGENCE OF INDEMNITEES, BUT NOT BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR GROUP. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL REASONABLY SATISFACTORY TO INDEMNITEES AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT. SIGNED this 20 day of October , 2014 Contractor DeAngelo Brothers, LLC i",'"'-' Philil Bivens Title: Branch Manager CITY OF CORPUS CHRISTI ("CITY") Christela Morales Date Procurement Manager Incorporated by Reference: Exhibit A: Bid Invitation No. BI -0300-14, including Specification 1175 (Available upon request) Exhibit B: Bidder's Bid (Available upon request) CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN ITEM DESCRIPTION QTY BID TABULATION BID INVITATION NO. BI -0300-14 HERBICIDE APPLICATION SERVICE UNIT DeAngelo Brothers, LLC Katy, Texas UNIT TOTAL PRICE PRICE 1.0 1.1 1.2 2.0 2.1 Street Operations Department Locations (Application up to 6 times per year as needed): Curbs Medians and Islands Utilities Department Locations (Application up to 6 times per year as needed): Storm Water Right -Of -Way 1,118,580 Linear Feet 239,470 Linear Feet 55,351 Linear Feet $0.05 $55,929.00 0.09 21,552.30 0.09 4,981.59 Total: $82,462.89 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 13, 2015 Action Item for the City Council Meeting of January 20, 2015 DATE: January 13, 2015 TO: Ronald L. Olson, City Manager FROM: Christela Morales, Procurement Manager christelam@cctexas.com 361-826-3169 Stacie Talbert Anaya, Interim Director of Parks and Recreation staciet@cctexas.com 361-826-3476 Supply Agreements for Food Items CAPTION: Motion approving supply agreements with the following companies in the following amounts in accordance with Coastal Bend Council of Governments Bid Invitation No. CBCOG-15-1 for food items, for an estimated six-month expenditure of $193,802.43. The terms of the contracts shall be for six months. Funds are available through the Meals on Wheels Grant. LaBatt Food Service Corpus Christi, Texas 154 Line Items $78,687.09 Performance Food Group Victoria, Texas 127 Line Items $115,115.34 Grand Total: $193,802.43 PURPOSE: The food items will be used by Senior Community Services for the Elderly Nutrition Program. The items include canned and frozen fruit and vegetables, meats, and condiments. The food is prepared at the Senior Community Service Kitchen, served at the Senior Citizen Centers, and also delivered to households throughout the City. Approximately 160,714 meals will be prepared and served over the six-month contract period. BACKGROUND AND FINDINGS: Each year the City receives funds from State and Federal grants. Several grants are structured to support the elderly in the community. This award is a cooperative effort between the City of Corpus Christi and the following members of the Coastal Bend Council of Governments: Community Action Corporation of South Texas, Nueces County Senior Community Services, Refugio County Elderly Services, Bee Community Action Agency, Aransas County Council on Aging, Kleberg County Human Services, Duval County Elderly Program, and Live Oak County Elderly Program. ALTERNATIVES: The bids submitted by LaBatt Food Service and Performance Food Group meet all of the City's bid requirements. 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: Parks and Recreation Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2013-2014 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $1,060,596.00 $0 $1,060,596.00 Encumbered / Expended Amount $235,813.75 $0 $235,813.75 This item $193,802.43 $0 $193,802.43 BALANCE $630,979.82 $630,979.82 Fund(s): Parks and Recreation Grants. Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Award Summary COASTAL BEND COUNCIL OF GOVERNMENTS BID INVITATION NO. CBCOG-15-1 STAPLES, MEAT, & OTHER FROZEN FOODS FOR SENIOR COMMUNITY SERVICES Award Summary LABATT FOOD SERVICE Corpus Christi, Texas One hundred and fifty-four (153) line items consisting of canned fruit, canned vegetables, dried vegetables, canned meat, condiments, dressing, juices, oil & shortening, relishes, soups & bases, spices, starches & pasta, sugar & products, miscellaneous, beef, pork, poultry, frozen, breads, and dairy. PERFORMANCE FOOD GROUP Victoria, Texas One hundred and twenty-seven (128) line items consisting of canned fruit, dried fruit, canned vegetables, dried vegetables, canned meat, condiments, dressing, juices, oil & shortening, soups & bases, spices, starches and pasta, sugar & products, miscellaneous, beef, pork, poultry, prepared products, frozen, breads, frozen meals, and dairy. $78,687.09 $115,115.34 Grand Total: $193,802.43 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 20, 2015 Agenda Item: Motion approving supply agreements with the following companies in the following amounts in accordance with Coastal Bend Council of Governments Bid Invitation No. CBCOG-15-1 for food items, for an estimated six-month expenditure of $193,802.43. The terms of the contracts shall be for six months. Funds are available through the Meals on Wheels Grant. Amount Required: LaBatt Food Service Corpus Christi, Texas 154 Line Items $78,687.09 $193,802.43 Performance Food Group Victoria, Texas 127 Line Items $115,115.34 Grand Total: $193,802.43 Fund Name Accounting Unit Account No. Activity No. Amount Parks & Recreation Grants 1067-142 520070 810815F $193,802.43 Total $193,802.43 ❑ Certification Not Required Director of Financial Services Date: AGENDA MEMORANDUM Future item for the City Council Meeting of January 13, 2015 Action item for the City Council Meeting of January 20, 2015 DATE: December 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 FROM: Valerie H. Gray, P. E., Interim Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 Engineering Construction Contract FM 2444 Waterline Adjustments Task Order No. 5 and 6 CAPTION: Motion authorizing the City Manager, or designee, to execute a construction contract with Bay, Ltd of Corpus Christi, Texas in the amount of $783,023 for the TXDOT Participation Projects — Task Order Nos. 5 and 6 — FM 2444 Waterline Adjustments for the total base bid. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute the construction contract with Bay, Ltd for the TXDOT Participation Projects — Task Order Nos. 5 and 6 — FM 2444 Waterline Adjustments for the total base bid. BACKGROUND AND FINDINGS: The proposed project consists of the removal of approximately 2,600 linear feet of existing 16 -inch PVC and 43 linear feet of existing 12 -inch PVC waterlines and appurtenances on FM 2444 from Kitty Hawk Drive to Botanical Gardens; installation of approximately 2,600 linear feet of new 16 -inch PVC waterline and appurtenances from Kitty Hawk Drive to Botanical Gardens, including a new 30 -inch x 113 -feet directional drilled steel encasement crossing at Kitty hawk Drive and water system reconnections, in accordance with the plans, specifications and contract documents. No Additive Alternates were requested in the bidding process. On October 1, 2014, the City received proposals from four (4) bidders and the bidders and their respective bids are as follows: Contractor Base Bid Bay, Ltd Corpus Christi, Texas $783,023.00 National Power Rodding Corporation Austin, Texas $792,904.49 Saenz Brothers Construction, LLC Donna, Texas $987,512.00 Jhabores Construction Company, Inc. Corpus Christi, Texas $1,498,890.00 The City's consultant, RVE, Inc., conducted a bid analysis of the four (4) proposals submitted to the City. RVE, Inc. determined that the lowest bidder based on the Total Base Bid is Bay, Ltd of Corpus Christi, Texas. Based on the information submitted, Bay, 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: A Standard Utility Agreement, executed by the City on June 26, exists between the State of Texas acting through TXDOT (State) and the City of Corpus Christi whereas the State will reimburse the City 71.43% of the eligible cost to adjust, remove, and/or relocate the utilities as per the Construction Agreement. More specifically, the reimbursable costs include engineering services, construction materials, contract labor, equipment and City overhead. The 71.43% reimbursement was calculated based on the percent of the utilities to be relocated that reside in an easement (utilities to be relocated that reside in right-of-way is not reimbursable). The City will submit reimbursement to the State monthly and no later than 90 days after the costs are incurred. The State auditor may conduct an audit of any entity receiving funds under this contract. CONFORMITY TO CITY POLICY: Conforms to statutes regarding construction procurement criteria. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Water Department FINANCIAL IMPACT: Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Budget $0.00 $1,768,243.08 $0.00 $1,768,243.08 Encumbered / Expended Amount $0.00 $0.00 $0.00 $0.00 This item $0.00 $783,023.00 $0.00 $783,023.00 Future Anticipated Expenditures This Project $0.00 $231,274.37 $0.00 $231,274.37 BALANCE $0.00 $753,945.71 $0.00 $753,945.71 Fund(s): Water CIP Comments: None RECOMMENDATION: City staff recommends that the construction contract be awarded to Bay, Ltd of Corpus Christi, Texas in the amount of $783,023 for the TXDOT Participation Projects — Task Order Nos. 5 and 6 — FM 2444 Waterline Adjustments for the total base bid. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation PROJECT BUDGET ID/IQ TXDOT Participation - Task Order Nos. 5 and 6 FM 2444 Water Utility Adjustments Task Order No. 5 16 -inch Waterline Task Order No. 6 12 -inch Waterline FUNDS AVAILABLE: TXDOT Reimbursement (71.43%) $618,243.08 Water CIP 1,150,000.00 Total $1,768,243.08 FUNDS REQUIRED: Construction (Bay, Ltd.) $783,023.00 Contingencies (10%) 78,302.30 Engineering Fees: Design Engineer- Task Order No. 5 (RVE, Inc.)* 47,805.00 Design Engineer- Task Order No. 6 (RVE, Inc.)** 34,695.00 Reimbursements: Contract Administration (Contract Preparation/Award/Admin) 13,702.90 Engineering Services (Project Mgmt/Constr Mgmt/Traffic Mgt) 25,448.25 Construction Observation Services 27,405.81 Misc. (Printing, Advertising, etc.) 3,915.12 Total $1,014,297.38 ESTIMATED PROJECT BUDGET BALANCE*** $753,945.70 * Design Contract awarded on November 11, 2013 to RVE, Inc. (administrative approval). Construction Observation Services is not included in Design Contract. ** Design Contract awarded on November 8, 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. FM 2444 WATERLINE ADJUSTMENTS TASK ORDER NO(s) 5 & 6 roject Location PROJECT # E13109 & E13110 ID/IQ TXDOT PARTICIPATION PROJECTS FM 2444 WATER UTILITY ADJUSTMENTS CITY COUNCIL EXHIBIT AR, „ CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 1 OF 1 Corpus Chr sti Capital Programs ID/IQ TXDOT Participation FM 2444 Water Utility Adjustments Task Order No. 5 16 -inch Waterline Task Order No. 6 12 -inch Waterline Council Presentation January 13, 2015 Project Location PROJECT #: E13109 & E1311C Project Scope coo Corpus Chr sti Capital Programs FM 2444 WATERLINE ADJUSTMENTS TASK ORDER NO(s) 5 & 6 Project Schedule k.ob Corpus Chr sti Capital Programs 2014 2015 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May June DESIGN AWARD BID CONSTRUCTION Project Budget atb Corpus Chr sti Capital Programs FUNDS AVAILABLE: TXDOT Reimbursement (71.43%) Water CIP $618,243.08 1,150,000.00 Total $1,768,243.08 FUNDS REQUIRED: Construction (Bay, Ltd.) $783,023.00 Contingencies (10%) 78,302.30 Engineering Fees: Design Engineer- Task Order No. 5 (RVE, Inc.)* Design Engineer- Task Order No. 6 (RVE, Inc.)** 47,805.00 34,695.00 Reimbursements 70,472.08 Total ESTIMATED PROJECT BUDGET BALANCE*** $1,014,297.38 $753,945.70 * Design Contract awarded on November 11, 2013 to RVE, Inc. (administrative approval). Construction Observation Services is not included in Design Contract. ** Design Contract awarded on November 8, 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. AGENDA MEMORANDUM Future item for the City Council Meeting of January 13, 2015 Action item for the City Council Meeting of January 20, 2015 DATE: December 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 FROM: Valerie H. Gray, P. E., Interim Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 Engineering Construction Contract FM 2444 Waterline Adjustments Task Order No. 7 CAPTION: Motion authorizing the City Manager, or designee, to execute a construction contract with National Power Rodding Corporation of Austin, Texas in the amount of $70,306 for the TXDOT Participation Projects — Task Order No. 7 — FM 2444 Waterline Adjustments for the total base bid. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute the construction contract with National Power Rodding Corporation for the TXDOT Participation Projects — Task Order No. 7 — FM 2444 Waterline Adjustments for the total base bid. BACKGROUND AND FINDINGS: The proposed project consists of extending a 72 -inch steel encasement pipe on an existing 48 -inch waterline crossing FM 2444 at County Road 43 in accordance with the plans, specifications and contract documents. No Additive Alternates were requested in the bidding process. On October 1, 2014, the City received proposals from four (4) bidders and the bidders and their respective bids are as follows: Contractor Base Bid National Power Rodding Corporation Austin, Texas $70,306.00 Saenz Brothers Construction, LLC Donna, Texas $74,000.00 Jhabores Construction Company, Inc. Corpus Christi, Texas $95,620.00 Bay, Ltd Corpus Christi, Texas $220,180.00 The City's consultant, RVE, Inc., conducted a bid analysis of the four (4) proposals submitted to the City. RVE, Inc. determined that the lowest bidder based on the Total Base Bid is National Power Rodding Corporation of Austin, Texas. Based on the information submitted, National Power Rodding Corporation 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: A Standard Utility Agreement, executed by the City on June 26, 2014, exists between the State of Texas acting through TXDOT (State) and the City of Corpus Christi whereas the State will reimburse the City 100% of the eligible cost to adjust, remove, and /or relocate the utilities as per the Construction Agreement. More specifically, the reimbursable costs include engineering services, construction materials, contract labor, equipment and City overhead. The 100% reimbursement was calculated based on the percent of the utilities to be relocated that reside in an easement (utilities to be relocated that reside in right-of-way is not reimbursable). The City will submit reimbursement to the State monthly and no later than 90 days after the costs are incurred. The State auditor may conduct an audit of any entity receiving funds under this contract. CONFORMITY TO CITY POLICY: Conforms to statutes regarding construction procurement criteria. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Water Department FINANCIAL IMPACT: Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Budget $0.00 $133,384.14 $0.00 $133,384.14 Encumbered / Expended Amount $0.00 $0.00 $0.00 $0.00 This item $0.00 $70,306.00 $0.00 $70,306.00 Future Anticipated Expenditures This Project $0.00 $63,078.14 $0.00 $63,078.14 BALANCE $0.00 $0.00 $0.00 $0.00 Fund(s): Water CIP Comments: None RECOMMENDATION: City staff recommends that the construction contract be awarded to National Power Rodding Corporation of Austin, Texas in the amount of $70,306 for the TXDOT Participation Projects — Task Order No. 7 — FM 2444 Waterline Adjustments for the total base bid. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation PROJECT BUDGET ID/IQ TXDOT Participation - Task Order No. 7 FM 2444 Water Utility Adjustments FUNDS AVAILABLE: Water CIP $133,384.14 FUNDS REQUIRED: Construction (National Power Rodding Corp.) $70,306.00 Contingencies (10%) 7,030.60 Engineering Fees: Design Engineer- Task Order No. 7 (RVE, Inc.)* 49,720.00 Reimbursements: Contract Administration (Contract Preparation/Award/Admin) 1,230.36 Engineering Services (Project Mgmt/Constr Mgmt/Traffic Mgt) 2,284.95 Construction Observation Services 2,460.71 Misc. (Printing, Advertising, etc.) 351.53 Total $133,384.15 ESTIMATED PROJECT BUDGET BALANCE $0.00 * Design Contract awarded on November 11, 2013 to RVE, Inc. (administrative approval). Construction Observation Services is not included in Design Contract. FM 2444 WATERLINE ADJUSTMENTS TASK ORDER NO. 7 FM 2444 00 N 2 LL Project Area Project Local PROJECT # E13111 ion FM 2444 2 LOCATION NOT TO SC MAP ALE ID/IQ TXDOT PARTICIPATION PROJECTS FM 2444 WATER UTILITY ADJUSTMENTS CITY COUNCIL EXHIBIT 00 di CITY OF CORPUS CHRISTI, TEXAS DEPARMENT OF CAPITAL PROGRAMS PAGE 1 OF 1 Corpus Chr sti Capital Programs ID/IQ TXDOT Participation FM 2444 Water Utility Adjustments Task Order No. 7 48 -inch Waterline Council Presentation January 13, 2015 Project Scope Corpus Chr}sti Capital Programs FM 2444 WATERLINE ADJUSTMENTS TASK ORDER NO. 7 - - • Project Area BM Project Location PROJECT # E13111 Project Schedule Corpus Chr}sti Capital Programs 2014 2015 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May DESIGN AWARD BID CONSTRUCTION Project Budget Corpus Chr sti Capital Programs FUNDS AVAILABLE: Water CIP FUNDS REQUIRED: Construction (National Power Rodding Corp.) Contingencies (10%) Engineering Fees: Design Engineer- Task Order No. 7 (RVE, Inc.)* Reimbursements Total ESTIMATED PROJECT BUDGET BALANCE $133,384.14 $70,306.00 7,030.60 49,720.00 6,327.55 $133,384.15 $0.00 * Design Contract awarded on November 11, 2013 to RVE, Inc. (administrative approval). Construction Observation Services is not included in Design Contract. AGENDA MEMORANDUM Future Item for the City Council Meeting of January 13, 2015 Action Item for City Council Meeting January 20, 2015 DATE: 12/30/2014 TO: Ronald L. Olson, City Manager THRU: Susan Thorpe, Assistant City Manager SThorpe@cctexas.com 361-826-3898 FROM: Eddie Ortega, Director of Housing and Community Development EddieO@cctexas.com 361-826-3234 Motion to approve Type A Board Affordable Housing Goals and Strategies CAPTION: Motion to approve Type A Affordable Goals and Strategies. PURPOSE: The amendment to the 2006 Type A Affordable Housing Goals and Strategies will acknowledge and allow for the support of rental housing projects as an Affordable Housing strategy for the citizens of the City of Corpus Christi. The proposed 2014 revisions are consistent with the U.S. Department of Housing and Urban Development (HUD) regulations and reflect current economic conditions. BACKGROUND AND FINDINGS: In 2006, the then Director of the Neighborhood Services Department (now called the Housing and Community Development Department) proposed and obtained approval of the 2006 Type A Affordable Housing Goals and Strategies. Although these Goals and Strategies were approved by the 2006 Type A Board, the Goals and Strategies have not been actively pursued since at least FY 2009. Eight years have passed since the document was adopted, and many changes have occurred in the national, state and local housing environment since that time. One major change was the housing bubble and subsequent burst, which created a crisis nationwide. This crisis was due to several factors, but the end result was that foreclosures of homes became rampant, mortgages were more difficult to obtain and qualifying credit scores became more and more difficult to obtain. This in turn made homeownership more difficult for low income citizens. The need for affordable housing took on a new meaning, to include affordable rental properties. The current upturn in the local housing industry has increased the price of new and existing homes. At the same time, the U.S. Department of Housing and Urban Development has reduced the qualifying income level for services. These two factors have made homeownership harder to obtain for low income residents, making it imperative for low income residents to look toward rental property to meet their needs for an affordable home. For these reasons, the Housing and Community Development Department recommends the approval of the 2014 revisions to the Affordable Housing Strategies and Goals. ALTERNATIVES: N/A OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: The funding of affordable housing rental projects is an allowable expenditure in accordance with the definition of affordable housing, a modification of the 2006 Type A Affordable Housing Goals and Strategies to include the funding of rental projects was approved at the December 15, 2014 Type A Board meeting; the approval of the proposed modification will bring this request into conformation with the Type A Board policies and procedures. EMERGENCY / NON -EMERGENCY: Immediate action is necessary for the efficient and effective administration of the City's affairs. This is a routine, non -controversial item. DEPARTMENTAL CLEARANCES: Housing and Community Development staff, along with the Legal Department staff have reviewed and cleared the proposed amendment. 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: Housing and Community Development staff recommend the proposed amendment to the Type A Affordable Housing Goals and Strategies. LIST OF SUPPORTING DOCUMENTS: Proposed Affordable Housing Goals and Strategies (approved December 15, 2014) Corpus Christi Business and Job Development Corporation Affordable Housing Goals and Strategies Originally approved 2006: revised Dec. 2014 The following Affordable Housing goals, strategies, and activities were developed in 2006 through a series of facilitated meetings that involved various representatives from development, real estate, general business, and the community at -large. This planning effort identified the activities in the City and Region on which to focus time, resources, and attention of the Corpus Christi Business and Job Development Corporation (4A - Board) and City administration. This developed listing of Goals and Strategies will provide specific guidelines and strategic actions and tasks that will be used as an evaluation tool for the annual award of allocated Affordable Housing funds made available through the 118th cent sales tax initiative. The 4A Board should establish specific performance targets with each annual funding allocation and utilize these developed goals and strategies in an annual review to ensure completion of funded projects per proposals and timelines. Beard- Revisions in December 2014 are consistent with HUD regulations and current economic conditions. DESIRED RESULTS FOR AFFORDABLE HOUSING: To increase affordable housing opportunities for stable families to live in quality housing on a long-term basis GOAL 1: Increase the availability of affordable, accessible, and fair housing by sponsoring and supporting relative -relevant legislation, regulation, and policy that would provide a direct benefit to the homebuyer: STRATEGY 1.1 TASK 1.A Utilize resources/funding available for affordable housing programs to supplement the fees associated with infrastructure/construction costs and thus providing an economic incentive to builders and a direct benefit to homebuyers by sustaining affordability. Support Building Codes for cost effective construction (e.g. the omission of garages and allowing single -loaded driveways in affordable housing construction, and reducing the costs of development/construction fees associated with affordable housing projects) TASK 1.B Support Development Codes and Zoning Regulations (e.g. platting, allowing altemative housing in residential zoned districts) TIME FRAME: On-going with the initiation of these efforts in October 2006 RESPONSIBLE ORGANIZATIONS: City of Corpus Christi, Development Services, Planning Commission, City Council, Association of General Contractors, Builders Association, Coastal Bend Council of Governments Affordable Housing Committee EXPECTED OUTCOMES: To attract and retain builders for the construction of affordable housing and securing the price of affordable housing by reducing the construction and development costs and streamlining permitting processes. GOAL 2: Increase the purchase -availability of affordable, accessible, and fair housing by— 2 Corpus Christi: :to the citizens of the City STRATEGY 2.1 Provide purchase/payment assistance to potential homebuyers and assistance for development of affordable rental property TASK 2.A Support programs that provide assistance for homebuyers to buy down interest rates on affordable housing loans/mortgages TASK 2.B Support programs that provide assistance for homebuyers with down payment and closing costs on affordable housing TASK 2.0 Support programs and services that reduce loan amounts on affordable housing TASK 2.D Support programs that provide assistance for the development and sustainability of affordable and accessible rental property TIME FRAME: On-going RESPONSIBLE ORGANIZATIONS: 4A Board, City of Corpus Christi Community Development, Corpus Christi Community Development Corporation, City Council, Coastal Bend Council of Govemments, Community Housing Development Organizations (CHDO), Private and Public Financial Institutions, Non -Profit Housing Counseling Organizations, and Real Estate Industry EXPECTED OUTCOMES: To increase homeownership for single-family residences and the availability of affordable rental property, which will contribute to the overall re -vitalization and quality of life in existing neighborhoods GOAL 3: Concentrate efforts for affordable housing in target locations STRATEGY 3.1 TASK 3.A TASK 3.B STRATEGY 3.2 TASK 3.0 STRATEGY 3.3 TASK 3.D Support and prioritize infill housing projects in existing neigh- borhoods Increase the inventory of foreclosed residential lots for increased infill housing projects Review and identify vacant lots for potential purchase for infill and neighborhood revitalization projects. Utilize foreclosed property at City cost. Support rehabilitation projects/programs/services in existing neighborhoods. Continue to provide low interest/forgivable loans and grants to homeowners for emergency, minor and major rehabilitation projects. Support new development/construction and rehabilitation of affordable housing projects for single family ownership and rental housing. Provide loans and grants to assist in development, construction and rehabilitation of properties for affordable rental housing. TIME -FRAME: On-going RESPONSIBLE ORGANIZATIONS: City of Corpus Christi, Nueces County, Private and Public Financial Institutions, Non-profit Housing Counseling Organizations, Community Housing Development Organizations, Corpus Christi Community Development Corporation EXPECTED OUTCOMES: To increase home ownership of single-family residences in established and new neighborhoods. To increase home ewrieFshipavailability of affordable rental housing Of -single-family rocidonco in established and new neighborhoods. To improve the overall quality of life in existing neighborhoods. GOAL 4: To increase the participation and availability of Builders, Manufacturers, and Suppliers for affordable housing projects. STRATEGY 4.1 Support the use of industrialized (modular) and other altemative housing in existing neighborhoods. TASK 4.A Research and solicit qualified builders, manufacturers, and suppliers of alternative housing products. TASK 4.B Solicit the support of Economic Development Agencies, the Association of General Contractors and the Builders Association for affordable housing construction alternatives. TIME FRAME: On-going with the initiation of the research to begin November 2006 RESPONSIBLE ORGANIZATIONS: City of Corpus Christi, Coastal Bend Council of Governments Affordable Housing Committee, and Community Housing Development Organizations (CHDO), Associations of Builders and Contractors EXPECTED OUTCOMES: The availability of affordable housing options will be increased and varied. AGENDA MEMORANDUM Future Item for the City Council Meeting of January 13, 2015 Action Item for the City Council Meeting of January 20, 2015 DATE: TO: November 25, 2014 Ronald L. Olson, City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Nominating Flint Hills Resources Corpus Christi, LLC as a Triple Jumbo Texas Enterprise Project CAPTION: Resolution nominating Flint Hills Resources Corpus Christi, LLC ("Flint Hills") to the Office of the Governor Economic Development & Tourism ("EDT") through the Economic Development Bank ("Bank") as a Triple Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act ("Act"). PURPOSE: Designate Flint Hills for a Triple Jumbo Enterprise Project for the Texas Enterprise Zone incentive. BACKGROUND AND FINDINGS: Under State Law, the Office of the Governor - Economic Development and Tourism Division through the Texas Economic Development Bank administers the Texas Enterprise Zone (TEZ) Program. According to the Texas Enterprise Zone Act, Chapter 2303, Texas Government Code, the purpose of the program is to encourage job creation and retention and capital investment in areas of economic distress. The 78th Legislature amended the act to increase participation in the program, decrease paperwork and streamline the process. Under the amended act, communities are no longer required to submit an application and fee to create an Enterprise Zone; designation of an Enterprise Zone is automatic based on decennial figures. Areas designated as Enterprise Zones include census block groups with 20 % poverty and areas federally designated as Renewal Communities. Previously designated Enterprise Zones will be designated until their expiration, after which the area would need to meet the 20 % poverty guideline. A project seeking designation as a Texas Enterprise Zone Project still must seek nomination from the governing body to the Office of the Governor for consideration and designation. A designated project located in the Texas Enterprise Zone must agree to hire at least 25 %of its employees from the Enterprise Zone or economically disadvantaged groups and in return will receive a refund of sales and use tax (SUT) paid to the Office of the Comptroller. This project is located within an Enterprise Zone. The Program allows a refund of $2,500 for each job created or retained, up to 500 jobs. If investment levels are adequate, the local nominating governing body may nominate a project as a Double or Triple Jumbo Project designation, increasing the value per job created or retained to $5,000 or $7,500, respectively. Therefore, a Double Jumbo Project can receive a rebate of up to $2.5 million, and a Triple Jumbo Project can receive a rebate of up to $3.75 million. Level of Capital Investment Max Jobs Max Refund Per Max Potential Allocated Job Allocated Refund $40,000 - $399,999 10 $2,500 $25,000 $400,000 - $999,999 25 $2,500 $62,000 $1,000,000 - $4,999,999 125 $2,500 $312,500 $5,000,000 - $149,999,999 500 $2,500 $1,250,000 Double Jumbo Project $150,000-000 - $249,999,999 500 $5,000 $2,500,000 Triple Jumbo Project $250,000,000 + 500 $7,500 $3,750,000 The maximum refund that a business may receive is for 500 employees. If a company has more than 500 employees, it can request a designation to receive rebates for those employees over 500. To do this they must have another investment over and above the original designation. State Law allows communities with a population more than 250,000 to nominate up to nine projects per biennium which begins in September of each odd year through June of the following odd year. A Double Jumbo Project assumes two of the number of projects allowable and a Triple assumes three. Thus far, the City has nominated three businesses for this biennium. This nomination will use two of the City's four remaining nominations of local businesses. The City of Corpus Christi has nominated a number of projects in the past including Valero, Bay Ltd, CITGO, Stripes, Flint Hills Resources, and TPCO. Since 2003, the designated Enterprise Zone Projects have resulted in at least $2.278 billion in investment in Corpus Christi. This local capital investment represents a significant portion of all of the combined capital investment made in enterprise zones across the state. As Flint Hills announced on May 29, 2014, Flint Hills received approval from the U.S. Environmental Protection Agency and the Texas Commission on Environmental Quality for a $600 million project at its West Refinery to process more domestic crude. This project will allow Flint Hills to process more of the crude received from Eagle Ford, while reducing criteria air emissions. This project also received media attention in 2013 for its collaboration with the University of Texas Environmental Law Clinic, which represents Citizens for Environmental Justice, and the Environmental Integrity Project (EIP). Flint Hills Resources worked with both organizations and agreed to additional emission reduction projects, more stringent operating requirements, monitoring and reporting. Flint Hills has proactively sought a working partnership with the UT -Environmental Law Clinic and EIP. These measures are above and beyond regulatory requirements. Flint Hills has been a part of this community since 1980. It operates two Corpus Christi refineries: the West Refinery, with a capacity of about 230,000 barrels per day, and the East Refinery, with a capacity of about 70,000 barrels per day. If the project is put in operation, up to 10 full-time employees may be added in addition to the retention of existing jobs at the site. The current employment level at the site is in excess of 1,300 employees as well as over 2,000 contractors. When the new construction begins, it will require additional contractors at the site. Flint Hills' investment of $600 million will include an added light ends unit, extensive crude unit conversion, and expansion of its hydrotreater expansion. This capital investment and retention of 500 jobs represent the basis for this Triple Jumbo enterprise project nomination ALTERNATIVES: Due to State statute no other entity can be the nominating authority. The City can choose not to nominate the company. OTHER CONSIDERATIONS: Flint Hills was nominated as a Double Jumbo in November 2014 because the City had used up the allotted nominations for the biennium. The State did not award all of the slots requested and the City now has five slots available instead of the four anticipated. The City nominated voestalpine for a Double Jumbo and Flint Hills for a Double Jumbo. With the added nomination available, Flint Hills is requesting the City nominate them for a Triple Jumbo. CONFORMITY TO CITY POLICY: This conforms to City policy of promoting economic development, attracting and retaining primary jobs to the area, and is regional in scope. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital x Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Comments: This incentive is a rebate of the State's portion of the sales tax and does not have a negative fiscal impact to the city. RECOMMENDATION: Staff recommends approval of the Resolution to nominate Flint Hills Corpus Christi, LLC as a Triple Jumbo Enterprise Project, as presented. LIST OF SUPPORTING DOCUMENTS: Resolution — Flint Hills TEZ Ordinance — Corpus Christi Texas Enterprise Zone (passed August 19, 2014) Page 1 of 2 Resolution nominating Flint Hills Resources Corpus Christi, LLC ("Flint Hills") to the Office of the Governor Economic Development & Tourism ("EDT") through the Economic Development Bank ("Bank") as a Triple Jumbo Enterprise Project pursuant to the Texas Enterprise Zone Act ("Act"). WHEREAS, the City of Corpus Christi ("City") has previously passed on August 26, 2014, Ordinance No. 030260 electing to participate in the Texas Enterprise Zone Program, and the local incentives offered under this Resolution are the same on this date as were outlined in Ordinance No. 030260; WHEREAS, the EDT through the Bank will consider Flint Hills as a triple jumbo enterprise project pursuant to a nomination and an application made by the City; WHEREAS, the City desires to pursue the creation of the proper economic and social environment in order to induce the investment of private resources in productive business enterprises located in the City and to provide employment to residents of enterprise zones and to other economically disadvantaged individuals; WHEREAS, pursuant to the Act, Flint Hills has applied to the City for designation as a triple jumbo enterprise project; and WHEREAS, the City finds that Flint Hills, located at 2825 Suntide Road, Corpus Christi Texas 78409, meets the criteria for designation as a double jumbo enterprise project under the Act on the following grounds: 1. Flint Hills is a "qualified business" under Section 2303.402 of the Act since it will be engaged in the active conduct of a trade or business at a qualified business site located in an enterprise zone and at least twenty-five percent (25.0%) of the business' retained employees are residents of an enterprise zone or economically disadvantaged individuals; 2. Flint Hills is located in an enterprise zone, which is in Census Tract 50, Block Group 1, as defined by the most recent federal decennial census available at the time of designation, in which at least 20 percent of the residents of the block group have an income at or below 100 percent of the federal poverty level; 3. The designation of Flint Hills as a triple jumbo enterprise project will contribute significantly to the achievement of the plans of the City for development and revitalization of the area; WHEREAS, the City finds that Flint Hills meets the criteria for tax relief and other incentives adopted by the City and nominates Flint Hills for triple jumbo enterprise project status on the grounds that it will be located at a qualified business site and will create a higher level of employment, economic activity, and stability; and Page 2 of 2 WHEREAS, the City finds that it is in the best interest of the City to nominate Flint Hills as a triple jumbo enterprise project pursuant to the Act; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the findings of the City Council and its actions approving this Resolution taken at the council meeting on January 20, 2015, are hereby approved and adopted. SECTION 2. That Flint Hills is a "qualified business" as defined in Section 2303.402 of the Act and meets the criteria for designation as a triple jumbo enterprise project as set forth in the Act. SECTION 3. That the enterprise project shall take effect on the date of designation of the enterprise project by the EDT and terminate 5 years after the date of designation. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas of , 2015 Nelda Martinez Mayor The above resolution was passed by the following vote: Nelda Martinez Carolyn Vaughn Rudy Garza Jr. Lucy Rubio Brian Rosas Chad Magill Colleen McIntyre Lillian Riojas Mark Scott THE STATE OF TEXAS § COUNTY OF NUECES § CITY OF CORPUS CHRISTI CERTIFICATION OF PUBLIC RECORD 1, the undersigned City Secretary of the City of Corpus Christi, Texas, so certify that the following is a true and correct copy of Ordinance No. 030260 passed and approved by Corpus Christi City Council on August 26, 2014 as same appears in the Official Records of the City of Corpus Christi, Texas, of which the City Secretary's Office is the lawful custodian. WITNESSETH MY HAND and the Official Seal of the City of Corpus Christi, Texas, this 28th day of August, 2014. (5 E A L) 1 Rebecca Huerta City Secretary Corpus Christi, Texas City of Corpus Christi Rebecca Huerta, City Secretary P.D. Box 9277 Corpus Christi, Texas 78469-9277 (361) 826-3145 rebeccah@cctexxas.Com ORDINANCE Authorizing the City Of Corpus Christi to participate in the Texas Enterprise Zone Program under the Texas Enterprise Zone Act, Chapter 2303, Texas Government Code (The "Act"), providing tax incentives; Designating a liaison for overseeing Enterprise Projects and communicating with interested Parties WHEREAS, the City of Corpus Christi, Texas ("Corpus Christi") desires to create the proper economic and social environment to induce the investment of private resources in productive business enterprises located in severely distressed areas of the City and to provide employment to residents of those areas; and WHEREAS, with proper notice to the public, a public hearing to consider this ordinance was held on Tuesday, August 19, 2014, during a meeting of the City Council, in the Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that passage of this ordinance would best serve public health, necessity, and convenience and the general welfare of the City of Corpus Christi and its citizens. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The local incentives identified and summarized briefly in the attached Exhibit A, at the election of the governing body, are or will be made available to the nominated Project or activity of the qualified business site. SECTION 2. The City designates the City Manager or his designee as the City's liaison to communicate and negotiate with the EDT through the Bank and enterprise project(s) and to oversee zone activities and communications with qualified businesses and other entities in an enterprise zone or affected by an enterprise project. SECTION 3. This order shall take effect from and after its passage as the law and charter in such case provides. That the foregoing ordinance was read for the first time and passed to its second reading on this the 19th day of August, 2014, by the following vote: Nelda Martinez Wit, Kelley Allen�� Rudy Garza Priscilla Leal OJ/1\J-Mark Scott David Loeb Chad Magill Colleen McIntyre Lillian Riojas H A ['I 13' Page 2 of 2 That the foregoing ordinance was read for the second time and passed finally on this the 26th day of August, 2014, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal a Mark Scott David Loeb PASSED AND APPROVED, this the 26th day of August, 2014. Rebecca Huerta City Secretary Nelda Martine Mayor Page 3 of 3 Exhibit "A" Incentives offered by the City of Corpus Christi Name of Incentive Description of Incentive Availability 1 Tax abatement Property tax reduction As approved by City Council 2 Tax Increment Financing Financing through the creation of tax increment reinvestment zones Citywide improvement projects 3 Freeport Exemption Property tax exemption for °°Freeport Property" Citywide 4 Economic DevelopmentCorpus Sales Tax 4A Contribution Christi Business & Job Development Corporation (4A Funds; now Type A) Citywide 5 Chapter 380 Agreement The City may provide economic incentives in accordance with the Corpus Christi Chapter 380 Economic development Program Policies and Procedures Citywide 6Incentives Other Tax Deferrals, Tax Refunds or Tax The City has three industrial districts that provide a platform for 1 the City to negotiate a payment in lieu of taxes Must be located in one of the city's three industrial districts 7 Impactllnspection Fee Exemptions The City may offer reduced development fees or a waiver of development fees to projects that meet specific eligibility criteria Citywide 8 Capital Improvement in Water and Sewer Facilities The City may provide infrastructure improvements for industries Citywide 9 Zoning Changes or Variances Allows changes in the zoning and variances. As approved by City Council 10 Building Code Exemptions Businesses in an industrial district are exempt from zoning, permitting, and building code enforcement requirements Must be located in one of the city's three industrial districts 11 Streamlined Permitting City may streamline the development permitting process, applicants must apply through the Corpus Christi EDC Citywide 12 Improved Fire and Police Protection Safety and protection of city residents. Citywide 13 Community Crime Prevention Programs Neighborhood Watch Program Citywide Page 4 of 4 14 Name of Incentive Special Public Transportation Routes or Reduced Fares Description of Incentive The City may provide special transportation routes or fares to city residents upon request Availability Citywide 15 Road Repair The City is in charge of implementing a multi -faceted street improvement plan Citywide 16 Low -Interest Loans for Housing Rehabilitation or New Construction Encourage home ownership for city residents through Section 108 Loan Guarantee Program Citywide 17 Low -Interest Loans for Business Section 108 Loan Guarantee Program Citywide 18 Problem Resolution Center Resource center for city residents Citywide 19 Promotion and Marketing Services Corpus Christi Regional Economic Development Corporation Citywide 20 Job Training and Employment Services Offered through the Corpus Christi Business & Job Development Corporation Citywide 21 Retraining Program Offered through the Corpus Christi Business & Job Development Corporation Citywide 22 Literacy and Employment Skills Programs Offered through the Corpus Christi Business & Job Development Corporation Citywide 23 Vocational Education Offered through the Corpus Christi Business & Job Development Corporation Citywide 24 Customized Job Training Offered through the Corpus Christi Business & Job Development Corporation Citywide AGENDA MEMORANDUM Future Agenda for the City Council Meeting of January 13, 2015 Action Item for the City Council Meeting of January 20, 2015 DATE: January 13, 2015 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP©cctexas.com (361) 826-3227 Approval of the City's Investment Policy and Investment Strategies CAPTION: Resolution reaffirming the City of Corpus Christi's Investment Policy and Investment Strategies for Fiscal Year 2014-2015 PURPOSE: The Public Funds Investment Act requires annual review by the governing body of its Investment Policy, and adoption of a written instrument stating that it has reviewed the investment policy and investment strategies. BACKGROUND AND FINDINGS: Under Texas Government Code, Chapter 2256, Subchapter A. Authorized Investments For Governmental Entities, the State of Texas delineates the types of investments and the investment rules that must be followed by governmental entities. This chapter is often referred to as the "Public Funds Investment Act". In accordance with the Public Funds Investment Act, the governing body must approve the City's investment policy annually. City staff is recommending reaffirmation of the existing policy with only minor wording changes as outlined in the resolution. Additionally, the City has established an Investment Committee which consists of the City Manager, Deputy City Manager, Assistant City Managers, City Attorney, Director of Financial Services, and Assistant Director of Management and Budget, or their designees. The Committee met on December 11, 2014 and approved the Investment Policy. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Legal Department • Investment Committee FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - $ - $ - $ - Encumbered/Expended amount of (date) -- - - This item - $ - $ - $ - BALANCE - $ - $ - $ - FUND(S): COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: City Investment Policy (without appendices) City Investment Policy - redline (without appendices) Resolution Resolution WHEREAS, the City of Corpus Christi's Investment Policy and Investment Strategies were adopted pursuant to Resolution No. 022390 on October 24, 1995; WHEREAS, the Texas Public Funds Investment Act requires the governing body to annually review, amend as necessary, and reaffirm its investment policy and investment strategies; WHEREAS, the Investment Policy and Investment Strategies were previously reviewed during fiscal year 2013-2014 and reaffirmed pursuant to Resolution No. 030020 on December 11, 2013; and WHEREAS, the Investment Policy and Investment Strategies were reviewed for fiscal year 2014-2015 on December 11, 2014; require several amendments to clarify and correct certain provisions; and must be annually reaffirmed; therefore, Be it resolved by the City Council of the City of Corpus Christi, Texas, that: Section 1. The City Council has reviewed the City of Corpus Christi's Investment Policy and Investment Strategies for the current fiscal year 2014-2015. A copy of the City of Corpus Christi's Investment Policy, which contains the separate Investment Strategies, is attached to this resolution as Exhibit A and is incorporated by reference into this resolution as if set out here in its entirety. Section 2. The following amendments are made to the Investment Policy and Investment Strategies to correct and clarify certain provisions: (a) Cover Page: the date is amended to reflect the date of reaffirmation; (b) Page i, Table of Contents, Appendix A: the word "Texas" is added preceding "Public Funds Investment Act"; (c) Page i, Table of Contents, Appendix B: the title of the appendix is changed from "City's Code of Ethics Ordinance" to "Code of Ethics"; (d) Page 2, section III, entitled "Definitions": the definition of "Authorized City Representatives" is changed by deleting "officers" and replacing with "Officers" and by deleting "Deputy Director of Financial Services" and replacing with "Assistant Director of Financial Services"; (e) Page 2, section III, entitled "Definitions": the definition of "Director of Financial Services" is changed by deleting "Deputy Director of Financial Services" from the definition and replacing with "Assistant Director of Financial Services"; (f) Page 12, section VII, entitled "Designation of Responsibility", subpart A, entitled "Investment Committee", is changed by deleting the reference to "Deputy Director of Financial Services" in the paragraph and replacing it with "Assistant Director of Financial Services"; (g) Page 13, section VII, entitled "Designation of Responsibility", subpart C, entitled "Investment Advisor" is changed by deleting the word "A" in the second sentence of the paragraph, to read as follows: "The initial contract made under authority of this subsection may not be for a term longer than two years."; and (h) Page 15, section XI, entitled "Collateralization", subpart A, entitled "Pledged Collateral for Time and Demand Deposits" is changed by deleting the first sentence of the second paragraph, which reads "The market value of pledged collateral for time and demand deposits Collateral must be at least 102% of the principal plus accrued interest", and replacing with the following sentence: "The market value of pledged collateral for time and demand deposits must be at least 102% of the principal plus accrued interest." Section 3. As amended by Section 2 of this resolution, the City Council reaffirms the City of Corpus Christi's Investment Policy and Investment Strategies for the current fiscal year 2014-2015 and continues the policy and strategies in full force and effect. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Nelda Martinez, Mayor Corpus Christi, Texas of , 20 The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn CITY OF CORPUS CHRISTI, TEXAS FINANCIAL SERVICES TABLE OF CONTENTS Page I. INTRODUCTION 1 II. PURPOSE 1 III. DEFINITIONS 2 IV. INVESTMENT OBJECTIVES 4 V. AUTHORIZED INVESTMENTS AND MAXIMUM MATURITY 5 VI. INVESTMENT STRATEGIES 10 VII. DESIGNATION OF RESPONSIBILITY 12 VIII. INTERNAL CONTROLS 13 IX. COMPETITIVE SOLICITATION 14 X. AUTHORIZED COUNTER -PARTIES 14 XI. COLLATERALIZATION 15 XII. SAFEKEEPING OF CITY SECURITIES 16 XIII. INFORMATION REPORTING/PORTFOLIO EVALUATION 16 XIV. BANKING SERVICES 17 XV. ANNUAL POLICY ADOPTION 18 XVI. GENERAL PROVISIONS 18 APPENDICES A. TEXAS PUBLIC FUNDS INVESTMENT ACT 1-31 B. CODE OF ETHICS 1-9 C. RESOLUTION 1-2 D. LEGAL DEFENSE AND INDEMNIFICATION OF CITY OFFICERS AND EMPLOYEES 1 i I. INTRODUCTION The City of Corpus Christi shall invest all available monies in compliance with this Investment Policy as adopted by the City Council and authorized by the Public Funds Investment Act. Effective cash management is recognized as essential to good fiscal management. An aggressive cash management program will be pursued to maximize interest earnings as a viable and material revenue source. The City's portfolio shall be designated and managed in a manner responsive to the public trust and consistent with local, state and federal law. Investments shall be made with the primary objective of: • Preservation of capital and protection of principal; • Maintenance of sufficient liquidity to meet operating needs; • Security of city funds and investments; • Diversification of investments to minimize risk while maximizing interest earnings; and • Maximization of return on the portfolio. Earnings from investments will be used in a manner that will best serve the interests of the City of Corpus Christi. Investments shall be made with judgment and care, under prevailing circumstances, that a person of prudence, discretion and intelligence would exercise in the management of that person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. 11. PURPOSE A. Authorization This Investment Policy is authorized by the City Council in accordance with Chapter 2256, Subchapter A of the Texas Government Code - The Public Funds Investment Act (the "Act" attached and incorporated as Appendix A). B. Scope This Investment Policy applies to all funds of the City, excluding pension funds, with regard to investing the financial assets of Funds, including, but not limited to: General Fund Special Revenue Funds Enterprise Funds Internal Service Funds Special Purpose Funds (within the control of Investment Officers) Capital Improvement Funds (including Bond Proceeds, Bond Reserves, Debt Service, Commercial Paper and any other debt instrument) In addition to this Policy, the investment of Bond Funds, Debt Service, and Reserve Funds shall be managed (including the yield calculation thereon) by 1 their governing ordinances and Federal Law, including the Tax Reform Act of 1986 and subsequent legislation. C. Review and Amendment This Policy shall be reviewed and adopted no less than annually by the City Council on or before December 31 of each calendar year. Amendments must be adopted by the City Council. The City Council shall adopt a written instrument by ordinance or resolution stating that it has reviewed the Investment Policy. This ordinance or resolution shall record any changes made to the Investment Policy. III. DEFINITIONS Authorized Broker/Dealer - Primary dealer and regional firms that have been selected by the federal underwriters to distribute their securities. Each authorized firm in a Broker/Dealer will offer the issue at the price authorized by the governmental agency on the initial market issuance. Authorized City Representatives — Investment Officers and City Officers authorized to execute transactions are designated in the attached and incorporated Appendix A on behalf of the City. (Specific positions so authorized are the City Treasurer, Investment Analyst, Controller, Chief Accountant, Assistant Director of Financial Services and Director of Financial Services). Authorized Investment — Authorized investments defined by this Policy with a maximum maturity are approved by the Investment Committee and City Council. All Policy authorized securities are listed in Section V. Collateral - Securities pledged by a banking institution or sold under a repurchase agreement, to guarantee City assets. All collateral must be AAA rated. The City requires U.S. Treasuries, U.S. Agency Securities or municipal obligations as collateral so that the market values can be readily determined at any point in time. Collateral requirements are defined in Section XI. Cusip Number - A cusip is a 9 -character alphanumeric code which identifies a financial security for purposes of facilitating clearing and settlement of trades. Custodian — An approved independent custodian charged with the safekeeping of securities owned by or pledged to the City. An independent custodian is one not affiliated with any pledging institution or counter -party. Director of Financial Services - The Director of Financial Services is the Municipal Finance Officer responsible for City investments, but not designated as an Investment Officer. The Director of Financial Services may designate the Assistant Director of Financial Services, Controller or Chief Accountant to assist in this process. Excess Cash Balances - Collected bank balances not needed to pay estimated check clearings. Failed Transaction — A transaction in which an investment is not delivered to an institution for operational or availability reasons. The security would fail to be delivered to the Custodian. 2 Institution - Any firm, bank, bank holding company, broker/dealer or Public Funds Investment Pool that offers to sell/buy a financial transaction/security to the City. All such firms must complete a Policy certification as stated by this Policy. Investment Advisor — SEC registered investment advisor contracted by the City to assist in the portfolio management process, reporting and treasury operations/controls. Investment Officers — Individuals designated by the City Council to execute investment transactions. Positions include only the City Treasurer and Investment Analyst. Investment Portfolio - All City monies and securities invested under authority of the Investment Officers. Qualified Representative — As defined by the Act, a person, who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following: (A) For a business organization doing business that is regulated by or registered with a securities commission, a person who is registered under the rules of the National Association of Securities Dealers; (B) For a state or federal bank, a savings bank, or a state or federal credit union, a member of the loan committee for the bank or branch of the bank or a person authorized by corporate resolution to act on behalf of and bind the banking institution; (C) For an investment public funds investment pool, the person authorized by the elected official or board with authority to administer the activities of the investment public funds investment pool to sign the written instrument on behalf of the investment public funds investment pool; or (D) For an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or, if not subject to registration under that Act, registered with the State Securities Board, a person who is an officer or principal of the investment management firm. Reserve Funds - Funds designated by the City Council for specific purposes, which have not been appropriated for spending. Securities - Approved Investments designated by the Investment Committee, as defined by Section VII, to be held in the Investment Portfolio or acceptable to be pledged as Collateral to secure the monies of the City. Special Purpose Funds - Monies of non-profit corporations that Investment Officers are permitted to invest; includes such entities as the Coastal Bend Health Facilities Development Corporation, Corpus Christi Housing Finance Corporation, Corpus Christi Community Improvement Corporation, HOME Project, First Time Home Buyer, Corpus Christi Industrial Development Corporation, Corpus Christi Business and Job Development Corporation, North Padre Island Development Corporation, Corpus Christi Crime Control and Prevention District, and Corpus Christi Digital Community Development Corporation. 3 Third Party Safekeeping Institution - Any Institution not affiliated with an Institution delivering the Authorized Investment. IV. INVESTMENT OBJECTIVES The following states the investment objectives of the City in order of priority: A. Preservation and Safety of Principal Investments of the City shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall Investment Portfolio. B. Liquidity The City's Investment Portfolio must be structured in a manner which maintains the liquidity necessary to pay obligations as they become due. Sufficient cash flows must be maintained through cash flow analysis and by rapidly depositing monies and timing disbursements. Generally, Investments are matched to specific cash flow requirements such as payrolls, construction drawdown schedules, debt service payments, and other payables. Liquidity is also achieved by investing in Authorized Investments with active secondary markets or in Public Funds Investment Pools with stable net asset values. C. Investment Yield The City's Investment Portfolio shall be designed with the objective of regularly exceeding the average yield of the following benchmarks in a manner consistent with the principles of this Policy described in Section IV. A and B and reflecting the cash flow expectations and portfolio strategy of the City: Six-month average of Texpool, Lone Star, Texstar and Texas Daily. However, it must be recognized that differing interest rate environments will result in fluctuations. During a declining market, satisfying this objective may not be practical until Authorized Investments mature and can be re -invested, especially since preservation of capital is the first priority in the investment of monies pursuant to this Policy. For bond issues to which arbitrage restrictions apply, the primary objectives shall be to avoid negative arbitrage and to obtain market yields minimizing the costs associated with investing such monies. D. Diversification Diversification is required because of differing liquidity needs of the City and to control risk. Diversification minimizes the risk to the overall Investment Portfolio by spreading market and credit risk as well as potential losses on individual securities or market sector thereby enhancing safety of the Investment Portfolio. 4 Through the solicitation of competitive proposals, the City shall allocate and diversify its Investments through various Institutions. The following types of Investments will be solicited from approved Institutions: 1. Obligations of the United States; including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States. 2. Repurchase Agreements - through a Third Party Safekeeping Institution Agreement, which includes an approved primary dealer doing business in Texas as required by the PFIA; 3. Public Funds Investment Pools - through participation agreements; 4. Certificates of Deposit - through approved local banks or a broker that has a main office or a branch office in this state and is selected from a list adopted by the investing entity. 5. Money Market Mutual Funds; 6. Guaranteed Investment Contracts (for Bond Proceeds only); 7. Texas Term Investment Pool; and 8. Securities Lending Program. The City recognizes that investment risks can result from default risk, credit volatility risk, and market price risks due to various technical and fundamental economic factors, and other complications, leading to temporary illiquidity. To control market price risks, volatile Investments shall be avoided. To control default risk, the only acceptable method of payment will be on a delivery versus payment -basis for all transactions, except Public Funds Investment Pools and repurchase agreements. Delivery versus Payment provides for payment to Institutions at the time the Investments are recorded in book entry form at the City's Third Party Safekeeping Institution, currently maintained at the Federal Reserve. For certificates of deposit, sufficient Collateral at 102% of current market values must be pledged to protect all City monies or monies under its control that exceed Federal Deposit Insurance Corporation (FDIC) coverage; the Collateral must be safe kept at a Third Party Safekeeping Institution not affiliated with the bank or bank holding company providing the certificate of deposit. V. AUTHORIZED INVESTMENTS AND MAXIMUM MATURITY The City of Corpus Christi is authorized to invest only in the following investments. City monies, governed by this Policy, may not be invested in other investments permitted by law unless this Policy is amended and adopted to permit such investment. A. Authorized Investments 1. Obligations of the United States or its agencies and instrumentalities, excluding mortgage backed securities, which currently include the following stated final maturities: a. Short-term U.S. Treasuries: 1.) U.S. Treasury Bills 2.) U.S. Treasury Coupon Notes 3.) U.S. Treasury Notes and Strips Maximum Maturity up to 365 days* up to 3 years* up to 3 years* 5 b. U.S. Agencies: Maximum Maturity 1.)Federal Home Loan Bank up to 2 years* 2.)Federal National Mortgage Association. up to 2 years* 3.)Federal Farm Credit up to 2 years* 4.)Federal Home Loan Mortgage Corporation up to 2 years* 5.)Federal Agricultural Mortgage Corporation up to 2 years* *Reserve Funds invested in Treasury and Agency obligations may have a stated final maturity up to five years. 2. Repurchase Agreements up to 365 days Repurchase agreements must be fully collateralized at 102% with a defined maturity date, is secured by a combination of cash and obligations, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States placed with a primary government dealer with collateral, and safekept at a City approved Custodian, as provided under the provisions of the SIFMA (Securities Industry and Financial Markets Association) Master Repurchase Agreement. An executed agreement between the City, primary government dealer and Custodian will be on file before the City will enter into a tri -party repurchase agreement. Weekly monitoring by the City's Investment Officers or Advisor of all Collateral underlying repurchase agreements is required. More frequent monitoring may be necessary during periods of market volatility. 3. Public Funds Investment Pool up to 1 day A Public Funds Investment Pool duly created and managed in accordance with the Act to function as a money market mutual fund that marks its portfolio to market daily and, to the extent reasonably possible, which stabilizes its portfolio to market daily at $1 net asset value. If the ratio of the market value of the Public funds investment pool's portfolio divided by the book value of the portfolio is less than 99.50% or greater than 100.50%, the Public -funds investment pool's portfolio holdings shall be sold as necessary to maintain the ratio between 99.50% and 100.50%. The maximum amount that may be invested in any one public funds investment pool is five (5) percent of the total current invested balance of the Public Funds Investment Pool. The maximum total amount that may be invested in any one overnight Public Funds Investment Pool is thirty (30) percent of the Investment Portfolio. The Public Funds Investment Pool must be continuously rated no lower than AAA or AAA -m or at an equivalent rating by at least one nationally recognized rating service. Public Funds Investment Pools may contain investment securities that are not directly authorized by this Policy, so long as (i) the AAA rating is standard herein above stated is satisfied, and (ii) the investment is permitted by Subchapter A of the Texas Public Funds Investment Act, Chapter 2256 of the Texas Government Code. 6 An investment pool may invest its funds in money market mutual funds to the extent permitted by and consistent with the investment policies and objectives adopted by the investment pool. In addition to the requirements of its investment policy and any other forms of reporting, a public funds investment pool created to function as a money market fund shall report yield to its investors in accordance with regulations of the Securities and Exchange Commission applicable to reporting by money market funds. If the investment pool operates as an internet website, the information in a disclosure instrument or report must be posted on the website. 4. Collateralized and Brokered Certificates of Deposit up to 2 years Certificates of deposit or other instruments issued by state and national banks domiciled in Texas that are: a. Guaranteed or insured by the Federal Deposit Insurance Corporation or its successor; or b. Secured at 102% by obligations defined by Section XI of this Policy. a. Collateralized Certificates of Deposit Certificates of deposit must be fully collateralized at 102% of their market value. The City requires the bank to pledge U.S. Treasuries or U.S. Agencies as collateral as described in section V, Subdivision A.1. The Investment Officers will monitor adequacy of collateralization on a weekly basis. b. Brokered Certificates of Deposit The Investment Officer shall monitor, on no less than a weekly basis, the status and ownership of all banks issuing brokered CDs owned by the City of Corpus Christi based upon information from the FDIC. Brokered CDs will be required to have a cusip number and be held in safekeeping at a third -party institution. If any bank has been acquired or merged with another bank in which brokered CDs are owned, the Investment Officer shall immediately liquidate any brokered CD which is above the FDIC insurance level. 5. Money Market Mutual Fund up to 1 year A AAA -rated no-load money market mutual fund (no service charge) is an authorized investment if: a. the money market mutual fund is registered with and regulated by the Securities and Exchange Commission; b. the money market mutual fund provides the City with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U.S.C. Section 78a et seq.) or the Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.); c. the money market mutual fund includes in its investment objectives the maintenance of a stable net asset value of $1 for each share; 7 d. the assets of the money market mutual fund are invested in those investments authorized under this Investment Policy; and e. the money market mutual fund has a dollar weighted average stated maturity of 90 days or fewer. 6. Guaranteed Investment Contracts up to 3 years Guaranteed investment contracts offer to pay a specific interest rate over a period of time, and can be structured to reflect an anticipated draw down schedule for capital improvements funded with bond proceeds. The collateral and monitoring requirements applicable to repurchase agreements shall apply to guaranteed investment contracts. A guaranteed investment contract may be utilized only in connection with the investment of bond proceeds. The maximum term of a guaranteed investment contract shall not exceed the anticipated construction period for the capital improvement, the construction of which is to be funded with Bond Proceeds. 7. Texas Term Investment Pool up to 1 year The Texas Term Investment Pool for fixed term investments was created as an investment pool and is a hybrid, mutual fund structure. The pool offers a fixed rate, fixed term portfolio option and is rated AAA by Standard and Poor's Ratings Services. Participants may lock in a fixed rate for a term of 60 to 365 days. 8. Securities Lending Program up to 1 year Securities lending program as defined by the Act qualifies as an authorized investment if the value of the securities loaned under the program is not less than 100%. However, the City requires 102% collateral. A loan made under the program must allow for termination at any time. Collateral is required and pledged to the City, held in the City's name and deposited with a custodian approved by the City. A loan made under the program must be secured by pledged securities described by Section 2256.009(a), pledged irrevocable letters of credit issued by a bank that is organized and existing under the laws of the United States or any other state and continuously rated by at least one nationally recognized investment rating firm at not less than A or its equivalent or cash invested in accordance with Section 2256.009, 2256.013, 2256.014 or 2256.016. The terms of a loan made under the program must require that the securities being held as collateral be pledged to the investing entity, held in the investing entity's name and deposited at the time the investment is made with the entity or with a third party selected by or approved by the investing entity. A loan made under the program must be placed through a primary government securities dealer or a financial institution doing business in Texas. An agreement to lend securities must have a term of one year or less. B. Weighted Average Maturity 8 In order to assure adequate liquidity and to minimize risk of loss to the Investment Portfolio due to interest rate fluctuations, investment maturities will not exceed the anticipated cash flow requirements of the Funds. Maturity guidelines by Fund are as follows: The weighted average maturity (WAM) of the overall portfolio shall be no more than 365 days. 1. Operating Funds The maximum weighted average maturity of Operating Funds shall be 365 days. The Investment Officers will monitor the maturity level and adjust as appropriate throughout the fiscal year. 2. Capital Improvement Funds The maximum weighted average maturity of Capital Improvement Funds shall be 365 days. The Authorized Investment maturity of that portion of the City Portfolio that represents Capital Improvement Funds (bond proceeds, reserve funds, debt service and Commercial Paper) shall be determined considering: a. The anticipated cash flow requirements of the Capital Improvement Funds; and The "temporary period" as defined by Federal income tax law during which time bond proceeds may be invested at an unrestricted yield. Bond proceeds subject to yield restriction shall be invested considering that yield restriction to avoid a challenge to the City's related indebtedness qualification as an obligation, the interest in which is not subject to federal taxation under section 103 of the Internal Revenue Code of 1986 as amended (the "IRC"). Bond proceeds subject to yield restriction shall be invested considering the anticipated cash flow requirements of the Capital Improvement Funds. For all bond proceeds controlled by the tax-exempt bond provisions of the IRC a complete yield analysis shall be performed to assure compliance with the IRC. An annual rebate calculation shall be performed to assure compliance with IRC. An annual rebate calculation shall be performed to determine the City's rebate liability at the end of each respective bond issue's five-year term. On the third anniversary of the respective issue date for each bond issue, bond proceeds from such issue will be yield restricted as required by the IRC. 3. Reserve Funds: Established by Operative Bond Funds or by the City Council. The following Reserve Funds may be invested up to five years in U.S. Treasuries or Agencies: Maximum Choke Canyon Fund 4050 $10,000,000 9 City monies governed by this Policy may not be invested in other investments permitted by law unless (i) such investments are specifically authorized for the investment of these monies by an ordinance adopted by the City Council issuing bonds or other debt obligations or (ii) this Policy is amended to permit such investment. C. Methods to Monitor Investment Market Price The City monitors the market price of investments obtained from Texpool's securities pricing service or the Bloomberg system which is made available through the City's authorized institutional brokers. The City may also obtain market price information from other nationally recognized sources of financial information such as the Wall Street Journal. VI. INVESTMENT STRATEGIES A. Investment Maturity Diversification A minimum of 15% of the total investment portfolio shall be held in Authorized Investments with maturity dates of 90 days or less for liquidity. U.S. Treasuries/Agencies may be purchased for longer-term maturities (greater than one year) but shall not exceed 40% of the total investment portfolio to preserve liquidity. The weighted average maturity limitation of the overall Investment Portfolio takes these requirements into account to protect liquidity and allow flexibility for market environments. Daily Authorized Investment reports shall monitor and address whether these diversification requirements are being met. Unless approved by the Investment Committee, the target percentages specified shall not be exceeded for temporary periods greater than thirty (30) days without the Investment Officers taking corrective action. B. Strategies 1. Operating and CIP Funds Investment strategies for operating funds and capital improvement funds have as their primary objective the assurance that anticipated cash flows are matched with adequate investment liquidity. The secondary objective is to create an Investment Portfolio structure, which will experience minimal volatility during economic cycles. To accomplish this strategy, the City will purchase high credit quality, short -to -intermediate term investments primarily in a laddered structure. To pay for anticipated disbursements, Authorized Investments will be laddered to correspond with the projected cash flow needs of the City. Investments maturing that are acquired on the short end of the yield curve 90 days or less will meet immediate cash needs. A few Authorized Investments are purchased on the intermediate part of the yield curve (1- 3 year maturity) to lock in higher interest rates when rates are projected to decline due to the economic cycle of the economy. The dollar weighted average investment maturity of 365 days or less will be calculated using the stated final maturity dates of each investment. 10 2. Debt Service Funds Investment strategies for debt service funds shall have as the primary objective the assurance that debt service payment obligations are timely met. 3. Debt Service Reserve Funds Investment strategies for debt service reserve funds shall have as the primary objective the ability to generate a dependable revenue stream with a low degree of volatility. In accordance with the specific bond authorization document, investments should be of high credit quality, with short -to -intermediate-term maturities and a maximum weighted average maturity of one year. 4. Special Purpose Funds Investment strategies for Special Purpose Funds will have as their primary objective the assurance that anticipated cash flows are matched with adequate Authorized Investment liquidity. The stated final maturity dates and weighted average maturity shall be structured on the project completion date. These investment portfolios shall include highly liquid investments to allow for flexibility and unanticipated project outlays. C. Achieving Investment Yield Objectives The City will utilize a conservative buy and hold strategy for the majority of the Investment Portfolio with investment selection based on legality, appropriateness, liquidity, and risk/return considerations. This strategy recognizes the unique needs of individual funds and provides for their recognized cash flow needs. The remaining portion of the Investment Portfolio may be invested actively and the reasons for doing so are: 1. Passive investment provides for: a. Investments targeted to pay upcoming anticipated disbursements. b. Liquidity to provide for a measure of anticipated disbursements and c. Laddering and diversification to manage market and credit risk. 2. Active investment provides for: a. The ability to improve yields in the Investment Portfolio by riding the yield curve during business cycle recovery and expansion periods. Interest rates on longer maturities typically exceed those on shorter maturities. Therefore, longer maturities (that can be held to maturity, if necessary) are purchased in anticipation of 11 selling later at the same or lower interest rate, improving the total return during the holding period. The ability to improve market sector diversification by swapping out of one investment into another for a better total return, to realign for disbursement projections, or to extend or shorten maturity depending on economic forecasts. The City Manager, or his designee, is required to approve any investment that must be sold at a loss. All gains and losses will be reported to the City Council and Investment Committee no less frequently than on a quarterly basis. VII. DESIGNATION OF RESPONSIBILITY A. Investment Committee An Investment Committee, consisting of City Manager, Assistant City Managers, Director of Financial Services (or if vacant, Assistant Director of Financial Services), City Attorney, Assistant Director of Financial Services/Management and Budget shall meet at least quarterly to determine operational strategies and to monitor investment results. The Investment Committee will be responsible for monitoring, reviewing and making recommendations regarding the City's Investment Portfolio to the City Council. The Investment Committee will review quarterly investment reports before submission to the City Council and will, on no less than an annual basis, review and adopt a list of authorized broker/dealers prepared by the City. The Investment Committee shall include in its deliberation such topics as: economic outlook, Investment Portfolio diversification, maturity structure, risk and performance of the portfolio(s). B. Investment Officers The authority to invest City funds and the execution of any documentation necessary to evidence the investment of City funds is granted to the Investment Officers. The City Treasurer and the Investment Analyst are the designated Investment Officers responsible for the daily operation of the investment program. Investment Officers will prepare monthly and quarterly reports, maintain information on counter -parties, monitor collateral, and attend training as required by the Act. As required by the Act, each Investment Officer shall attend ten hours of training in accordance with the Act within 12 months of assuming responsibilities and attend 10 hours of training that begins on the first day of that local government's fiscal year and consists of the two consecutive fiscal years after that date. Training should include topics such as investment controls, security risk, market risks, diversification of the investment portfolio and compliance with Texas laws. The Investment Committee approves investment — training seminars presented by the following organizations: Government Finance Officers Association Government Finance Officers Association of Texas 12 Government Treasurers Organization of Texas Association of Public Treasurer's of the US & Canada Texas Municipal League University of North Texas Center for Public Management If the Investment Officer desires to attend an investment -training seminar presented by another organization for training credit, such seminar must be approved by the Director of Financial Services. C. Investment Advisor The City Council may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) to provide for the investment and management of City funds. The initial contract made under authority of this subsection may not be for a term longer than two years. A renewal or extension of the contract must be made by the City Council by ordinance or resolution. VIII. INTERNAL CONTROLS The City Treasurer will establish a system of internal controls over the investment activities of the City and document such controls in the Investment Procedures Manual. These internal controls shall be approved by the Director of Financial Services. A. Standard of Care Investments shall be made with the same judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. Prudent investment is to be judged by the Investment Portfolio as a whole, not on individual Investments. In the case of a loss required rating, if liquidation is necessary due to a public funds investment pool losing its AAA rating or for other reasons, liquidation will be done in a prudent manner consistent with the investment objectives of this Policy and as provided in 2256.021 of the Government Code the Act. The Investment Officer shall monitor, on no less than a weekly basis, the credit rating on all authorized investments in the portfolio based upon independent information from a nationally recognized rating agency. If any security falls below the minimum rating required by Policy, the Investment Officer shall notify the City Manager, Director of Finance and City Council of the loss of rating, conditions affecting the rating and possible loss of principal with liquidation options available, within two weeks after the loss of the required rating. Investment Officers and the Investment Advisor shall perform their duties strictly in accordance with the adopted Investment Policy. Investment Officers acting in good faith and in accordance with these policies and procedures shall be relieved of personal liability if exceptions are reported on a timely basis and prudent actions are taken to reduce potential loss. The Investment Committee and officers are indemnified as provided by City ordinance attached and incorporated as Appendix D. 13 B. Ethics Investment Officers, Investment Committee members and employees involved in the investment process shall comply with the City's Code of Ethics attached and incorporated as Appendix B which requires disclosure of financial interests by April of each year. These individuals shall refrain from personal business activities that could conflict with proper execution of the investment program or which could impair the ability to make impartial investment decisions. Officers and employees shall disclose to the City Council any material investment decisions. Officers and employees shall disclose to the council any material financial interest in institutions that conduct investment or banking transactions with the City. Any Investment officer who has a personal or business relationship with an organization seeking to sell an investment to the City shall file a statement disclosing that relationship or interest. Disclosure statements required under this subsection must be filed. IX. COMPETITIVE SOLICITATION Except for Repurchase Agreements, Guaranteed Investment Contracts, and Public Funds Investment Pools, any new issue investment will be purchased through an Authorized Broker/Dealer or directly through the issuer. Investment Officers identify the best rate prior to the purchase of an Authorized Investment that meets the City's cash flow needs at the time. Any Institution authorized to participate in the City's investment program must meet Collateral pledge requirements outlined in Section XI of these guidelines and must submit annual financial reports. X. AUTHORIZED COUNTER -PARTIES A. Broker/Dealers Any broker/dealer seeking to sell an Authorized Investment to the City is required to complete the questionnaire approved by the Investment Committee and furnish supporting documentation required by the Investment Committee. Information on the firms shall be maintained by the Investment Officers or the Investment Advisor. Securities qualifying as Authorized Investments shall only be purchased through those institutions approved by the Investment Committee. B. Policy Certification: Investments shall only be made with those Institutions who have executed a written certification in a form acceptable to the City, executed by a Qualified Representative of that Institution, and substantially to the effect that the Institution has: 1. Received, thoroughly reviewed and acknowledged, in writing, receipt and understanding of this Policy. 14 2. Acknowledged that the Institution has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the Institution and the City that are not authorized by this Policy. C. Investments shall only be made with those institutions who have met the qualifications and standards established by the City's Investment Committee and set forth in the Investment Procedures Manual. D. The Investment Committee shall, at least annually, review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. E. The City Treasurer will request the Investment Committee to authorize deletion of institutions for: 1. Slow response time; 2. Inability to compete with other authorized firms; 3. Insufficient market information on technical or fundamental expectations based on economic indicators; 4. Failed transactions or continuing operational difficulties; 5. Unwillingness to continue to abide by this Policy; the provisions listed in IX.A.; 6. Other reasons as approved by the Investment Committee. XI. COLLATERALIZATION It is imperative that the securities in the Investment Portfolio be protected through independent safekeeping and all time deposits and demand bank cash balances be protected with sufficient collateral at a minimum of 102% daily of current market values to guard against market and volatility risk. A. Pledged Collateral for Time and Demand Deposits Depository collateral is pledged to and not owned by the City. All collateral shall be held by a custodian approved by the City under an executed collateral agreement. The market value of pledged collateral for time and demand deposits must be at least 102% of the principal plus accrued interest. All collateral shall be held by an independent custodian outside the holding company of the pledging bank. Original evidence of City collateralization in the form of original safekeeping receipts will be provided to the City Treasurer and will be maintained in the City Treasurer's Office. The custodian will provide a monthly listing of collateral describing the securities and giving a market value. An investment officer will approve and release all pledged collateral. The Investment Officers will monitor adequacy of collateralization on a weekly basis. B. Collateral Substitution Collateralized investments and certificates of deposit often require substitution of Collateral. Any Institution must contact the Investment Officers for approval and settlement. The substituted collateral's value will be calculated and substitution 15 approved if its value is equal to or greater than the required collateral value. Substitution is allowable for all transactions, but should be limited, to minimize the City's potential administrative problems. C. Collateral Reductions Should the collateral's market value exceed the required amount, any Institution may request approval from the Investment Officer to reduce collateral. Collateral reductions may be permitted only if the City's records indicate that the collateral's market value exceeds the required amount. D. Prohibited Securities Investment securities described in Section 2256.009(b), Government Code, shall not be eligible for use as collateral of City monies governed by this Policy. XII. SAFEKEEPING OF CITY SECURITIES A. Third Party Safekeeping Agreement The City shall utilize its banking services depository or other banks for the safekeeping of City owned securities. The delivery of all securities into safekeeping will be done on a delivery versus payment basis. B. Safekeeping of Certificate of Deposit Collateral All Collateral securing bank and savings and loan deposits must be held by a Third Party Safekeeping Institution approved by the City, or Collateral may be held at the Federal Reserve Bank. C. Safekeeping of Repurchase Agreement Collateral Repurchase Agreement Collateral is restricted to U.S. Treasuries and must be delivered to a Third -Party Safekeeping Institution with which the City has (subject to the limitation described in Section XI.D above) established a third -party safekeeping agreement. D. Guaranteed Investment Agreement Collateral Guaranteed investment contract collateral is restricted to U.S. Treasuries and Agencies (subject to the limitation described in Section XI.D above) and must be delivered to a Third -Party Safekeeping Institution with which a third -party safekeeping agreement has been established pursuant to the terms of the guaranteed investment contract. XIII. INFORMATION REPORTING/PORTFOLIO EVALUATION A. The City Treasurer and Investment Analyst as designated Investment Officers are responsible for reporting to the Investment Committee and City Council on a quarterly basis in accordance with the Act. B. Quarterly Investment Reports are to include the following in accordance with the Act: a. Combined Investment Portfolio Report of Market versus Book Values 16 b. Combined Portfolio Composition c. Individual Portfolio Composition d. Cash and Cash Equivalents, U.S. Treasuries and Investments Greater than One year e. Combined Summary of Investment Transactions f. Combined Investment Portfolio - Weighted Average Maturity g. Investment Revenue h. Analysis of Excess Collateral Coverage Aggregate Activity Per Broker j. Comparison of Investment Returns to Benchmarks k. Investment Portfolio Report — Lake Texana Project and Packery Channel Project Bond Funds by Issue m. Pools and Money Market Accounts Approved Institutional Brokers n. Economic and Interest Rate Forecast o. Glossary p. Compliance Statement q. Quarterly Investment Committee Meeting Minutes Internal Reporting/Evaluation In addition, the following reports are to be submitted on a monthly basis: 1) Cash position by bank account 2) Collateral position 3) Investment transactions C. External Reporting/Evaluations On a quarterly basis, any institution holding City time or demand deposits will provide to the Investment Officers for the institution's review a copy of the balance sheet and income statement for the Call Report for review. All depository and brokerage institutions will provide annual audited financial statements. Any Public Funds Investment Pools must provide reports and disclosure statements as required by the Act. D. Record Retention The City follows the guidelines of retaining records for five years from City's current fiscal year, as recommended in the Texas State Library Municipal Records Manual or may be authorized by the City's local records management guidelines. XIV. BANKING SERVICES All depository services are provided in the City's main depository agreement. Other services such as credit cards, direct deposit of payroll or other services may be administered through separate agreements. To aggressively invest Excess Cash Balances, controlled disbursements accounts, zero balance accounts and other cash management tools may be employed. 17 XV. ANNUAL POLICY ADOPTION This Policy will be reviewed and adopted by the City Council no less than annually. The accepting ordinance resolution will include a description of all changes made to this policy. XVI. GENERAL PROVISIONS A. Audits and Inspections. During regular business hours and as often as the Investment Officers deem necessary, the Institution providing certificates of deposit will make available for examination by the City Manager, his duly authorized agent, accountant, or legal representative, such records and data to assure the pledge of Collateral, availability of Collateral, and financial stability of the Institution. B. Compliance with Laws. Each Institution agrees to comply with all federal, state, and local laws, rules, regulations, and ordinances. The personnel or officers of such Institution shall be fully qualified and authorized under federal, state, and local law to perform the services set out under this Policy. Each Institution shall permit the Investment Officers to audit, examine, and make excerpts or transcripts from such records and to make audits of all contract, invoices, materials, and other data relating to applicable Investments. C. Performance Audits. The City's Annual External Financial Audit shall include a compliance audit of management controls on Investments and adherence to this Policy. If the City invests in other than money market mutual funds, investment public funds investment pools or accounts offered by its depository in the form of certificates of deposit or money market accounts; the quarterly reports prepared by Investment Officers for the City Council must be formally reviewed at least annually by an independent auditor. The results of the review must be reported to the City Council by that auditor. D. Investment Policy Resolution. The resolution authorizing this Investment Policy is attached hereto as Appendix C. 18 I CITY OF CORPUS CHRISTI, TEXAS FINANCIAL SERVICES INVESTMENT POLICY December 10, 2013 January 20, 2015. r Formatted: Font: (Default) Times New Roman, `16pt TABLE OF CONTENTS Page I . INTRODUCTION 1 II. PURPOSE 1 III. DEFINITIONS 2 IV. INVESTMENT OBJECTIVES 4 V. AUTHORIZED INVESTMENTS AND MAXIMUM MATURITY 5 VI. INVESTMENT STRATEGIES 10 VII. DESIGNATION OF RESPONSIBILITY 12 VIII. INTERNAL CONTROLS 13 IX. COMPETITIVE SOLICITATION 14 X. AUTHORIZED COUNTER -PARTIES 14 XI. COLLATERALIZATION 15 XII. SAFEKEEPING OF CITY SECURITIES 16 XIII. INFORMATION REPORTING/PORTFOLIO EVALUATION 16 XIV. BANKING SERVICES 17 XV. ANNUAL POLICY ADOPTION 18 XVI. GENERAL PROVISIONS 18 APPENDICES A. TEXAS PUBLIC FUNDS INVESTMENT ACT 1-31 B. CITY'S CODE OF ETHICS ORDINANCE 1-9 C. RESOLUTION 1-2 D. LEGAL DEFENSE AND INDEMNIFICATION OF CITY OFFICERS AND EMPLOYEES 1 i I. INTRODUCTION The City of Corpus Christi shall invest all available monies in compliance with this Investment Policy as adopted by the City Council and authorized by the Public Funds Investment Act. Effective cash management is recognized as essential to good fiscal management. An aggressive cash management program will be pursued to maximize interest earnings as a viable and material revenue source. The City's portfolio shall be designated and managed in a manner responsive to the public trust and consistent with local, state and federal law. Investments shall be made with the primary objective of: • Preservation of capital and protection of principal; • Maintenance of sufficient liquidity to meet operating needs; • Security of city funds and investments; • Diversification of investments to minimize risk while maximizing interest earnings; and • Maximization of return on the portfolio. Earnings from investments will be used in a manner that will best serve the interests of the City of Corpus Christi. Investments shall be made with judgment and care, under prevailing circumstances, that a person of prudence, discretion and intelligence would exercise in the management of that person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. 11. PURPOSE A. Authorization This Investment Policy is authorized by the City Council in accordance with Chapter 2256, Subchapter A of the Texas Government Code - The Public Funds Investment Act (the "Act" attached and incorporated as Appendix A). B. Scope This Investment Policy applies to all funds of the City, excluding pension funds, with regard to investing the financial assets of Funds, including, but not limited to: General Fund Special Revenue Funds Enterprise Funds Internal Service Funds Special Purpose Funds (within the control of Investment Officers) Capital Improvement Funds (including Bond Proceeds, Bond Reserves, Debt Service, Commercial Paper and any other debt instrument) In addition to this Policy, the investment of Bond Funds, Debt Service, and Reserve Funds shall be managed (including the yield calculation thereon) by 1 their governing ordinances and Federal Law, including the Tax Reform Act of 1986 and subsequent legislation. C. Review and Amendment This Policy shall be reviewed and adopted no less than annually by the City Council on or before December 31 of each calendar year. Amendments must be adopted by the City Council. The City Council shall adopt a written instrument by ordinance or resolution stating that it has reviewed the Investment Policy. This ordinance or resolution shall record any changes made to the Investment Policy. III. DEFINITIONS Authorized Broker/Dealer - Primary dealer and regional firms that have been selected by the federal underwriters to distribute their securities. Each authorized firm in a Broker/Dealer will offer the issue at the price authorized by the governmental agency on the initial market issuance. Authorized City Representatives — Investment Officers and City officers Officers authorized to execute transactions are designated in the attached and incorporated Appendix A on behalf of the City. (Specific positions so authorized are the City Treasurer, Investment Analyst, Controller, Chief Accountant, Deputy Assistant Director of Financial Services and Director of Financial Services). Authorized Investment — Authorized investments defined by this Policy with a maximum maturity are approved by the Investment Committee and City Council. All Policy authorized securities are listed in Section V. Collateral - Securities pledged by a banking institution or sold under a repurchase agreement, to guarantee City assets. All collateral must be AAA rated. The City requires U.S. Treasuries, U.S. Agency Securities or municipal obligations as collateral so that the market values can be readily determined at any point in time. Collateral requirements are defined in Section XI. Cusip Number - A cusip is a 9 -character alphanumeric code which identifies a financial security for purposes of facilitating clearing and settlement of trades. Custodian — An approved independent custodian charged with the safekeeping of securities owned by or pledged to the City. An independent custodian is one not affiliated with any pledging institution or counter -party. Director of Financial Services - The Director of Financial Services is the Municipal Finance Officer responsible for City investments, but not designated as an Investment Officer. The Director of Financial Services may designate the Dcputy Assistant Director of Financial Services, Controller or Chief Accountant to assist in this process. Excess Cash Balances - Collected bank balances not needed to pay estimated check clearings. Failed Transaction — A transaction in which an investment is not delivered to an institution for operational or availability reasons. The security would fail to be delivered to the Custodian. 2 Institution - Any firm, bank, bank holding company, broker/dealer or Public Funds Investment Pool that offers to sell/buy a financial transaction/security to the City. All such firms must complete a Policy certification as stated by this Policy. Investment Advisor — SEC registered investment advisor contracted by the City to assist in the portfolio management process, reporting and treasury operations/controls. Investment Officers — Individuals designated by the City Council to execute investment transactions. Positions include only the City Treasurer and Investment Analyst. Investment Portfolio - All City monies and securities invested under authority of the Investment Officers. Qualified Representative — As defined by the Act, a person, who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following: (A) For a business organization doing business that is regulated by or registered with a securities commission, a person who is registered under the rules of the National Association of Securities Dealers; (B) For a state or federal bank, a savings bank, or a state or federal credit union, a member of the loan committee for the bank or branch of the bank or a person authorized by corporate resolution to act on behalf of and bind the banking institution; (C) For an investment public funds investment pool, the person authorized by the elected official or board with authority to administer the activities of the investment public funds investment pool to sign the written instrument on behalf of the investment public funds investment pool; or (D) For an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or, if not subject to registration under that Act, registered with the State Securities Board, a person who is an officer or principal of the investment management firm. Reserve Funds - Funds designated by the City Council for specific purposes, which have not been appropriated for spending. Securities - Approved Investments designated by the Investment Committee, as defined by Section VII, to be held in the Investment Portfolio or acceptable to be pledged as Collateral to secure the monies of the City. Special Purpose Funds - Monies of non-profit corporations that Investment Officers are permitted to invest; includes such entities as the Coastal Bend Health Facilities Development Corporation, Corpus Christi Housing Finance Corporation, Corpus Christi Community Improvement Corporation, HOME Project, First Time Home Buyer, Corpus Christi Industrial Development Corporation, Corpus Christi Business and Job Development Corporation, North Padre Island Development Corporation, Corpus Christi Crime Control and Prevention District, and Corpus Christi Digital Community Development Corporation. 3 Third Party Safekeeping Institution - Any Institution not affiliated with an Institution delivering the Authorized Investment. IV. INVESTMENT OBJECTIVES The following states the investment objectives of the City in order of priority: A. Preservation and Safety of Principal Investments of the City shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall Investment Portfolio. B. Liquidity The City's Investment Portfolio must be structured in a manner which maintains the liquidity necessary to pay obligations as they become due. Sufficient cash flows must be maintained through cash flow analysis and by rapidly depositing monies and timing disbursements. Generally, Investments are matched to specific cash flow requirements such as payrolls, construction drawdown schedules, debt service payments, and other payables. Liquidity is also achieved by investing in Authorized Investments with active secondary markets or in Public Funds Investment Pools with stable net asset values. C. Investment Yield The City's Investment Portfolio shall be designed with the objective of regularly exceeding the average yield of the following benchmarks in a manner consistent with the principles of this Policy described in Section IV. A and B and reflecting the cash flow expectations and portfolio strategy of the City: Six-month average of Texpool, Lone Star, Texstar and Texas Daily. However, it must be recognized that differing interest rate environments will result in fluctuations. During a declining market, satisfying this objective may not be practical until Authorized Investments mature and can be re -invested, especially since preservation of capital is the first priority in the investment of monies pursuant to this Policy. For bond issues to which arbitrage restrictions apply, the primary objectives shall be to avoid negative arbitrage and to obtain market yields minimizing the costs associated with investing such monies. D. Diversification Diversification is required because of differing liquidity needs of the City and to control risk. Diversification minimizes the risk to the overall Investment Portfolio by spreading market and credit risk as well as potential losses on individual securities or market sector thereby enhancing safety of the Investment Portfolio. 4 Through the solicitation of competitive proposals, the City shall allocate and diversify its Investments through various Institutions. The following types of Investments will be solicited from approved Institutions: 1. Obligations of the United States; including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States. 2. Repurchase Agreements - through a Third Party Safekeeping Institution Agreement, which includes an approved primary dealer doing business in Texas as required by the PFIA; 3. Public Funds Investment Pools - through participation agreements; 4. Certificates of Deposit - through approved local banks or a broker that has a main office or a branch office in this state and is selected from a list adopted by the investing entity. 5. Money Market Mutual Funds; 6. Guaranteed Investment Contracts (for Bond Proceeds only); 7. Texas Term Investment Pool; and 8. Securities Lending Program. The City recognizes that investment risks can result from default risk, credit volatility risk, and market price risks due to various technical and fundamental economic factors, and other complications, leading to temporary illiquidity. To control market price risks, volatile Investments shall be avoided. To control default risk, the only acceptable method of payment will be on a delivery versus payment -basis for all transactions, except Public Funds Investment Pools and repurchase agreements. Delivery versus Payment provides for payment to Institutions at the time the Investments are recorded in book entry form at the City's Third Party Safekeeping Institution, currently maintained at the Federal Reserve. For certificates of deposit, sufficient Collateral at 102% of current market values must be pledged to protect all City monies or monies under its control that exceed Federal Deposit Insurance Corporation (FDIC) coverage; the Collateral must be safe kept at a Third Party Safekeeping Institution not affiliated with the bank or bank holding company providing the certificate of deposit. V. AUTHORIZED INVESTMENTS AND MAXIMUM MATURITY The City of Corpus Christi is authorized to invest only in the following investments. City monies, governed by this Policy, may not be invested in other investments permitted by law unless this Policy is amended and adopted to permit such investment. A. Authorized Investments 1. Obligations of the United States or its agencies and instrumentalities, excluding mortgage backed securities, which currently include the following stated final maturities: a. Short-term U.S. Treasuries: Maximum Maturity 1.) U.S. Treasury Bills up to 365 days* 2.) U.S. Treasury Coupon Notes up to 3 years* 3.) U.S. Treasury Notes and Strips up to 3 years* 5 b. U.S. Agencies: Maximum Maturity 1.)Federal Home Loan Bank up to 2 years* 2.)Federal National Mortgage Association. up to 2 years* 3.)Federal Farm Credit up to 2 years* 4.)Federal Home Loan Mortgage Corporation up to 2 years* 5.)Federal Agricultural Mortgage Corporation up to 2 years* *Reserve Funds invested in Treasury and Agency obligations may have a stated final maturity up to five years. 2. Repurchase Agreements up to 365 days Repurchase agreements must be fully collateralized at 102% with a defined maturity date, is secured by a combination of cash and obligations, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States placed with a primary government dealer with collateral, and safekept at a City approved Custodian, as provided under the provisions of the SIFMA (Securities Industry and Financial Markets Association) Master Repurchase Agreement. An executed agreement between the City, primary government dealer and Custodian will be on file before the City will enter into a tri -party repurchase agreement. Weekly monitoring by the City's Investment Officers or Advisor of all Collateral underlying repurchase agreements is required. More frequent monitoring may be necessary during periods of market volatility. 3. Public Funds Investment Pool up to 1 day A Public Funds Investment Pool duly created and managed in accordance with the Act to function as a money market mutual fund that marks its portfolio to market daily and, to the extent reasonably possible, which stabilizes its portfolio to market daily at $1 net asset value. If the ratio of the market value of the Public funds investment pool's portfolio divided by the book value of the portfolio is less than 99.50% or greater than 100.50%, the Public -funds investment pool's portfolio holdings shall be sold as necessary to maintain the ratio between 99.50% and 100.50%. The maximum amount that may be invested in any one public funds investment pool is five (5) percent of the total current invested balance of the Public Funds Investment Pool. The maximum total amount that may be invested in any one overnight Public Funds Investment Pool is thirty (30) percent of the Investment Portfolio. The Public Funds Investment Pool must be continuously rated no lower than AAA or AAA -m or at an equivalent rating by at least one nationally recognized rating service. Public Funds Investment Pools may contain investment securities that are not directly authorized by this Policy, so long as (1) the AAA rating is standard herein above stated is satisfied, and (ii) the investment is permitted by Subchapter A of the Texas Public Funds Investment Act, Chapter 2256 of the Texas Government Code. 6 An investment pool may invest its funds in money market mutual funds to the extent permitted by and consistent with the investment policies and objectives adopted by the investment pool. In addition to the requirements of its investment policy and any other forms of reporting, a public funds investment pool created to function as a money market fund shall report yield to its investors in accordance with regulations of the Securities and Exchange Commission applicable to reporting by money market funds. If the investment pool operates as an Internet website, the information in a disclosure instrument or report must be posted on the website. 4. Collateralized and Brokered Certificates of Deposit up to 2 years Certificates of deposit or other instruments issued by state and national banks domiciled in Texas that are: a. Guaranteed or insured by the Federal Deposit Insurance Corporation or its successor; or b. Secured at 102% by obligations defined by Section XI of this Policy. a. Collateralized Certificates of Deposit Certificates of deposit must be fully collateralized at 102% of their market value. The City requires the bank to pledge U.S. Treasuries or U.S. Agencies as collateral as described in section V, Subdivision A.1. The Investment Officers will monitor adequacy of collateralization on a weekly basis. b. Brokered Certificates of Deposit The Investment Officer shall monitor, on no less than a weekly basis, the status and ownership of all banks issuing brokered CDs owned by the City of Corpus Christi based upon information from the FDIC. Brokered CDs will be required to have a cusip number and be held in safekeeping at a third -party institution. If any bank has been acquired or merged with another bank in which brokered CDs are owned, the Investment Officer shall immediately liquidate any brokered CD which is above the FDIC insurance level. 5. Money Market Mutual Fund up to 1 year A AAA -rated no-load money market mutual fund (no service charge) is an authorized investment if: a. the money market mutual fund is registered with and regulated by the Securities and Exchange Commission; b. the money market mutual fund provides the City with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U.S.C. Section 78a et seq.) or the Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.); c. the money market mutual fund includes in its investment objectives the maintenance of a stable net asset value of $1 for each share; 7 d. the assets of the money market mutual fund are invested in those investments authorized under this Investment Policy; and e. the money market mutual fund has a dollar weighted average stated maturity of 90 days or fewer. 6. Guaranteed Investment Contracts up to 3 years Guaranteed investment contracts offer to pay a specific interest rate over a period of time, and can be structured to reflect an anticipated draw down schedule for capital improvements funded with bond proceeds. The collateral and monitoring requirements applicable to repurchase agreements shall apply to guaranteed investment contracts. A guaranteed investment contract may be utilized only in connection with the investment of bond proceeds. The maximum term of a guaranteed investment contract shall not exceed the anticipated construction period for the capital improvement, the construction of which is to be funded with Bond Proceeds. 7. Texas Term Investment Pool up to 1 year The Texas Term Investment Pool for fixed term investments was created as an investment pool and is a hybrid, mutual fund structure. The pool offers a fixed rate, fixed term portfolio option and is rated AAA by Standard and Poor's Ratings Services. Participants may lock in a fixed rate for a term of 60 to 365 days. 8. Securities Lending Program up to 1 year Securities lending program as defined by the Act qualifies as an authorized investment if the value of the securities loaned under the program is not less than 100%. However, the City requires 102% collateral. A loan made under the program must allow for termination at any time. Collateral is required and pledged to the City, held in the City's name and deposited with a custodian approved by the City. A loan made under the program must be secured by pledged securities described by Section 2256.009(a), pledged irrevocable letters of credit issued by a bank that is organized and existing under the laws of the United States or any other state and continuously rated by at least one nationally recognized investment rating firm at not less than A or its equivalent or cash invested in accordance with Section 2256.009, 2256.013, 2256.014 or 2256.016. The terms of a loan made under the program must require that the securities being held as collateral be pledged to the investing entity, held in the investing entity's name and deposited at the time the investment is made with the entity or with a third party selected by or approved by the investing entity. A loan made under the program must be placed through a primary government securities dealer or a financial institution doing business in Texas. An agreement to lend securities must have a term of one year or less. B. Weighted Average Maturity 8 In order to assure adequate liquidity and to minimize risk of loss to the Investment Portfolio due to interest rate fluctuations, investment maturities will not exceed the anticipated cash flow requirements of the Funds. Maturity guidelines by Fund are as follows: The weighted average maturity (WAM) of the overall portfolio shall be no more than 365 days. 1. Operating Funds The maximum weighted average maturity of Operating Funds shall be 365 days. The Investment Officers will monitor the maturity level and adjust as appropriate throughout the fiscal year. 2. Capital Improvement Funds The maximum weighted average maturity of Capital Improvement Funds shall be 365 days. The Authorized Investment maturity of that portion of the City Portfolio that represents Capital Improvement Funds (bond proceeds, reserve funds, debt service and Commercial Paper) shall be determined considering: a. The anticipated cash flow requirements of the Capital Improvement Funds; and b. The "temporary period" as defined by Federal income tax law during which time bond proceeds may be invested at an unrestricted yield. Bond proceeds subject to yield restriction shall be invested considering that yield restriction to avoid a challenge to the City's related indebtedness qualification as an obligation, the interest in which is not subject to federal taxation under section 103 of the Internal Revenue Code of 1986 as amended (the "IRC"). Bond proceeds subject to yield restriction shall be invested considering the anticipated cash flow requirements of the Capital Improvement Funds. For all bond proceeds controlled by the tax-exempt bond provisions of the IRC a complete yield analysis shall be performed to assure compliance with the IRC. An annual rebate calculation shall be performed to assure compliance with IRC. An annual rebate calculation shall be performed to determine the City's rebate liability at the end of each respective bond issue's five-year term. On the third anniversary of the respective issue date for each bond issue, bond proceeds from such issue will be yield restricted as required by the IRC. 3. Reserve Funds: Established by Operative Bond Funds or by the City Council. The following Reserve Funds may be invested up to five years in U.S. Treasuries or Agencies: Maximum Choke Canyon Fund 4050 $10,000,000 9 City monies governed by this Policy may not be invested in other investments permitted by law unless (i) such investments are specifically authorized for the investment of these monies by an ordinance adopted by the City Council issuing bonds or other debt obligations or (ii) this Policy is amended to permit such investment. C. Methods to Monitor Investment Market Price The City monitors the market price of investments obtained from Texpool's securities pricing service or the Bloomberg system which is made available through the City's authorized institutional brokers. The City may also obtain market price information from other nationally recognized sources of financial information such as the Wall Street Journal. VI. INVESTMENT STRATEGIES A. Investment Maturity Diversification A minimum of 15% of the total investment portfolio shall be held in Authorized Investments with maturity dates of 90 days or less for liquidity. U.S. Treasuries/Agencies may be purchased for longer-term maturities (greater than one year) but shall not exceed 40% of the total investment portfolio to preserve liquidity. The weighted average maturity limitation of the overall Investment Portfolio takes these requirements into account to protect liquidity and allow flexibility for market environments. Daily Authorized Investment reports shall monitor and address whether these diversification requirements are being met. Unless approved by the Investment Committee, the target percentages specified shall not be exceeded for temporary periods greater than thirty (30) days without the Investment Officers taking corrective action. B. Strategies 1. Operating and CIP Funds Investment strategies for operating funds and capital improvement funds have as their primary objective the assurance that anticipated cash flows are matched with adequate investment liquidity. The secondary objective is to create an Investment Portfolio structure, which will experience minimal volatility during economic cycles. To accomplish this strategy, the City will purchase high credit quality, short -to -intermediate term investments primarily in a laddered structure. To pay for anticipated disbursements, Authorized Investments will be laddered to correspond with the projected cash flow needs of the City. Investments maturing that are acquired on the short end of the yield curve 90 days or less will meet immediate cash needs. A few Authorized Investments are purchased on the intermediate part of the yield curve (1- 3 year maturity) to lock in higher interest rates when rates are projected to decline due to the economic cycle of the economy. The dollar weighted average investment maturity of 365 days or less will be calculated using the stated final maturity dates of each investment. 10 2. Debt Service Funds Investment strategies for debt service funds shall have as the primary objective the assurance that debt service payment obligations are timely met. 3. Debt Service Reserve Funds Investment strategies for debt service reserve funds shall have as the primary objective the ability to generate a dependable revenue stream with a low degree of volatility. In accordance with the specific bond authorization document, investments should be of high credit quality, with short -to -intermediate-term maturities and a maximum weighted average maturity of one year. 4. Special Purpose Funds Investment strategies for Special Purpose Funds will have as their primary objective the assurance that anticipated cash flows are matched with adequate Authorized Investment liquidity. The stated final maturity dates and weighted average maturity shall be structured on the project completion date. These investment portfolios shall include highly liquid investments to allow for flexibility and unanticipated project outlays. C. Achieving Investment Yield Objectives The City will utilize a conservative buy and hold strategy for the majority of the Investment Portfolio with investment selection based on legality, appropriateness, liquidity, and risk/return considerations. This strategy recognizes the unique needs of individual funds and provides for their recognized cash flow needs. The remaining portion of the Investment Portfolio may be invested actively and the reasons for doing so are: 1. Passive investment provides for: a. Investments targeted to pay upcoming anticipated disbursements. b. Liquidity to provide for a measure of anticipated disbursements and c. Laddering and diversification to manage market and credit risk. 2. Active investment provides for: a. The ability to improve yields in the Investment Portfolio by riding the yield curve during business cycle recovery and expansion periods. Interest rates on longer maturities typically exceed those on shorter maturities. Therefore, longer maturities (that can be held to maturity, if necessary) are purchased in anticipation of 11 selling later at the same or lower interest rate, improving the total return during the holding period. b. The ability to improve market sector diversification by swapping out of one investment into another for a better total return, to realign for disbursement projections, or to extend or shorten maturity depending on economic forecasts. The City Manager, or his designee, is required to approve any investment that must be sold at a loss. All gains and losses will be reported to the City Council and Investment Committee no less frequently than on a quarterly basis. VII. DESIGNATION OF RESPONSIBILITY A. Investment Committee An Investment Committee, consisting of City Manager, Assistant City Managers, Director of Financial Services (or if vacant, Deputy Assistant Director of Financial Services), City Attorney, Assistant Director of Financial Services/Management and Budget shall meet at least quarterly to determine operational strategies and to monitor investment results. The Investment Committee will be responsible for monitoring, reviewing and making recommendations regarding the City's Investment Portfolio to the City Council. The Investment Committee will review quarterly investment reports before submission to the City Council and will, on no less than an annual basis, review and adopt a list of authorized broker/dealers prepared by the City. The Investment Committee shall include in its deliberation such topics as: economic outlook, Investment Portfolio diversification, maturity structure, risk and performance of the portfolio(s). B. Investment Officers The authority to invest City funds and the execution of any documentation necessary to evidence the investment of City funds is granted to the Investment Officers. The City Treasurer and the Investment Analyst are the designated Investment Officers responsible for the daily operation of the investment program. Investment Officers will prepare monthly and quarterly reports, maintain information on counter -parties, monitor collateral, and attend training as required by the Act. As required by the Act, each Investment Officer shall attend ten hours of training in accordance with the Act within 12 months of assuming responsibilities and attend 10 hours of training that begins on the first day of that local government's fiscal year and consists of the two consecutive fiscal years after that date. Training should include topics such as investment controls, security risk, market risks, diversification of the investment portfolio and compliance with Texas laws. The Investment Committee approves investment — training seminars presented by the following organizations: Government Finance Officers Association Government Finance Officers Association of Texas 12 Government Treasurers Organization of Texas Association of Public Treasurer's of the US & Canada Texas Municipal League University of North Texas Center for Public Management If the Investment Officer desires to attend an investment -training seminar presented by another organization for training credit, such seminar must be approved by the Director of Financial Services. C. Investment Advisor The City Council may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) to provide for the investment and management of City funds. The initial A -contract made under authority of this subsection may not be for a term longer than two years. A renewal or extension of the contract must be made by the City Council by ordinance or resolution. VIII. INTERNAL CONTROLS The City Treasurer will establish a system of internal controls over the investment activities of the City and document such controls in the Investment Procedures Manual. These internal controls shall be approved by the Director of Financial Services. A. Standard of Care Investments shall be made with the same judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. Prudent investment is to be judged by the Investment Portfolio as a whole, not on individual Investments. In the case of a loss required rating, if liquidation is necessary due to a public funds investment pool losing its AAA rating or for other reasons, liquidation will be done in a prudent manner consistent with the investment objectives of this Policy and as provided in 2256.021 of the Government Code the Act. The Investment Officer shall monitor, on no less than a weekly basis, the credit rating on all authorized investments in the portfolio based upon independent information from a nationally recognized rating agency. If any security falls below the minimum rating required by Policy, the Investment Officer shall notify the City Manager, Director of Finance and City Council of the loss of rating, conditions affecting the rating and possible loss of principal with liquidation options available, within two weeks after the loss of the required rating. Investment Officers and the Investment Advisor shall perform their duties strictly in accordance with the adopted Investment Policy. Investment Officers acting in good faith and in accordance with these policies and procedures shall be relieved of personal liability if exceptions are reported on a timely basis and prudent actions are taken to reduce potential loss. The Investment Committee and officers are indemnified as provided by City ordinance attached and incorporated as Appendix D. 13 B. Ethics Investment Officers, Investment Committee members and employees involved in the investment process shall comply with the City's Code of Ethics attached and incorporated as Appendix B which requires disclosure of financial interests by April of each year. These individuals shall refrain from personal business activities that could conflict with proper execution of the investment program or which could impair the ability to make impartial investment decisions. Officers and employees shall disclose to the City Council any material investment decisions. Officers and employees shall disclose to the council any material financial interest in institutions that conduct investment or banking transactions with the City. Any Investment officer who has a personal or business relationship with an organization seeking to sell an investment to the City shall file a statement disclosing that relationship or interest. Disclosure statements required under this subsection must be filed. IX. COMPETITIVE SOLICITATION Except for Repurchase Agreements, Guaranteed Investment Contracts, and Public Funds Investment Pools, any new issue investment will be purchased through an Authorized Broker/Dealer or directly through the issuer. Investment Officers identify the best rate prior to the purchase of an Authorized Investment that meets the City's cash flow needs at the time. Any Institution authorized to participate in the City's investment program must meet Collateral pledge requirements outlined in Section XI of these guidelines and must submit annual financial reports. 1 X. AUTHORIZED COUNTER -PARTIES A. Broker/Dealers Any broker/dealer seeking to sell an Authorized Investment to the City is required to complete the questionnaire approved by the Investment Committee and furnish supporting documentation required by the Investment Committee. Information on the firms shall be maintained by the Investment Officers or the Investment Advisor. Securities qualifying as Authorized Investments shall only be purchased through those institutions approved by the Investment Committee. B. Policy Certification: Investments shall only be made with those Institutions who have executed a written certification in a form acceptable to the City, executed by a Qualified Representative of that Institution, and substantially to the effect that the Institution has: 1. Received, thoroughly reviewed and acknowledged, in writing, receipt and understanding of this Policy. 14 /Formatted: No underline 2. Acknowledged that the Institution has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the Institution and the City that are not authorized by this Policy. C. Investments shall only be made with those institutions who have met the qualifications and standards established by the City's Investment Committee and set forth in the Investment Procedures Manual. D. The Investment Committee shall, at least annually, review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. E. The City Treasurer will request the Investment Committee to authorize deletion of institutions for: 1. Slow response time; 2. Inability to compete with other authorized firms; 3. Insufficient market information on technical or fundamental expectations based on economic indicators; 4. Failed transactions or continuing operational difficulties; 5. Unwillingness to continue to abide by this Policy; the provisions listed in IX.A.; 6. Other reasons as approved by the Investment Committee. XI. COLLATERALIZATION It is imperative that the securities in the Investment Portfolio be protected through independent safekeeping and all time deposits and demand bank cash balances be protected with sufficient collateral at a minimum of 102% daily of current market values to guard against market and volatility risk. A. Pledged Collateral for Time and Demand Deposits Depository collateral is pledged to and not owned by the City. All collateral shall be held by a custodian approved by the City under an executed collateral agreement. The market value of pledged collateral for time and demand deposits Collateral must be at least 102% of the principal plus accrued interest. All collateral shall be held by an independent custodian outside the holding company of the pledging bank. Original evidence of City collateralization in the form of original safekeeping receipts will be provided to the City Treasurer and will be maintained in the City Treasurer's Office. The custodian will provide a monthly listing of collateral describing the securities and giving a market value. An investment officer will approve and release all pledged collateral. The Investment Officers will monitor adequacy of collateralization on a weekly basis. B. Collateral Substitution Collateralized investments and certificates of deposit often require substitution of Collateral. Any Institution must contact the Investment Officers for approval and settlement. The substituted collateral's value will be calculated and substitution 15 approved if its value is equal to or greater than the required collateral value. Substitution is allowable for all transactions, but should be limited, to minimize the City's potential administrative problems. C. Collateral Reductions Should the collateral's market value exceed the required amount, any Institution may request approval from the Investment Officer to reduce collateral. Collateral reductions may be permitted only if the City's records indicate that the collateral's market value exceeds the required amount. D. Prohibited Securities Investment securities described in Section 2256.009(b), Government Code, shall not be eligible for use as collateral of City monies governed by this Policy. XII. SAFEKEEPING OF CITY SECURITIES A. Third Party Safekeeping Agreement The City shall utilize its banking services depository or other banks for the safekeeping of City owned securities. The delivery of all securities into safekeeping will be done on a delivery versus payment basis. B. Safekeeping of Certificate of Deposit Collateral All Collateral securing bank and savings and loan deposits must be held by a Third Party Safekeeping Institution approved by the City, or Collateral may be held at the Federal Reserve Bank. C. Safekeeping of Repurchase Agreement Collateral Repurchase Agreement Collateral is restricted to U.S. Treasuries and must be delivered to a Third -Party Safekeeping Institution with which the City has (subject to the limitation described in Section XI.D above) established a third -party safekeeping agreement. D. Guaranteed Investment Agreement Collateral Guaranteed investment contract collateral is restricted to U.S. Treasuries and Agencies (subject to the limitation described in Section XI.D above) and must be delivered to a Third -Party Safekeeping Institution with which a third -party safekeeping agreement has been established pursuant to the terms of the guaranteed investment contract. XIII. INFORMATION REPORTING/PORTFOLIO EVALUATION A. The City Treasurer and Investment Analyst as designated Investment Officers are responsible for reporting to the Investment Committee and City Council on a quarterly basis in accordance with the Act. B. Quarterly Investment Reports are to include the following in accordance with the Act: a. Combined Investment Portfolio Report of Market versus Book Values 16 b. c. d. e. f. g. h. j. k. m. Combined Portfolio Composition Individual Portfolio Composition Cash and Cash Equivalents, U.S. Treasuries and Investments Greater than One year Combined Summary of Investment Transactions Combined Investment Portfolio - Weighted Average Maturity Investment Revenue Analysis of Excess Collateral Coverage Aggregate Activity Per Broker Comparison of Investment Returns to Benchmarks Investment Portfolio Report — Lake Texana Project and Packery Channel Project Bond Funds by Issue Pools and Money Market Accounts - Approved Institutional Brokers n. Economic and Interest Rate Forecast o. Glossary p. Compliance Statement q. Quarterly Investment Committee Meeting Minutes Internal Reporting/Evaluation In addition, the following reports are to be submitted on a monthly basis: 1) Cash position by bank account 2) Collateral position 3) Investment transactions C. External Reporting/Evaluations On a quarterly basis, any institution holding City time or demand deposits will provide to the Investment Officers for the institution's review a copy of the balance sheet and income statement for the Call Report for review. All depository and brokerage institutions will provide annual audited financial statements. Any Public Funds Investment Pools must provide reports and disclosure statements as required by the Act. D. Record Retention The City follows the guidelines of retaining records for five years from City's current fiscal year, as recommended in the Texas State Library Municipal Records Manual or may be authorized by the City's local records management guidelines. 1 XIV.r IV. BANKING SERVICES All depository services are provided in the City's main depository agreement. Other services such as credit cards, direct deposit of payroll or other services may be administered through separate agreements. To aggressively invest Excess Cash Balances, controlled disbursements accounts, zero balance accounts and other cash management tools may be employed. 17 Formatted: Font: (Default) Arial, 11 pt, Bold Formatted: List Paragraph, Indent: Left: 0", Numbered + Level: 1 + Numbering Style: I, II, III, ... + Start at: 13 + Alignment: Left + Aligned at: 0.25" + Tab after: 0.75" + Indent at: 0.75", Tab stops: 0", Left + Not at 0.75" Formatted: Font: (Default) Arial, 11 pt ANNUAL POLICY ADOPTION This Policy will be reviewed and adopted by the City Council no less than annually. The accepting ordinance resolution will include a description of all changes made to this policy. XVI. GENERAL PROVISIONS A. Audits and Inspections. During regular business hours and as often as the Investment Officers deem necessary, the Institution providing certificates of deposit will make available for examination by the City Manager, his duly authorized agent, accountant, or legal representative, such records and data to assure the pledge of Collateral, availability of Collateral, and financial stability of the Institution. B. Compliance with Laws. Each Institution agrees to comply with all federal, state, and local laws, rules, regulations, and ordinances. The personnel or officers of such Institution shall be fully qualified and authorized under federal, state, and local law to perform the services set out under this Policy. Each Institution shall permit the Investment Officers to audit, examine, and make excerpts or transcripts from such records and to make audits of all contract, invoices, materials, and other data relating to applicable Investments. C. Performance Audits. The City's Annual External Financial Audit shall include a compliance audit of management controls on Investments and adherence to this Policy. If the City invests in other than money market mutual funds, investment public funds investment pools or accounts offered by its depository in the form of certificates of deposit or money market accounts; the quarterly reports prepared by Investment Officers for the City Council must be formally reviewed at least annually by an independent auditor. The results of the review must be reported to the City Council by that auditor. D. Investment Policy Resolution. The resolution authorizing this Investment - Policy is attached hereto as Appendix C. 184-9 Formatted: Title, Justified, Indent: Left: 0.5", Hanging: 0.5", Numbered + Level: 1 + Numbering Style: A, B, C, ... + Start at: 3 + Alignment: Left + Aligned at: 0.5" + Tab after: 0.75" + Indent at: 0.75", Tab stops: 1", List tab + Not at 0.75"